Office of General Counsel

Special Procedure Contracts

Special Procedure Contracts

 

Special procedure contracts are contracts that are likely to present unique, complex, or sometimes difficult issues. Most of the contracts in the categories below are governed by specific provisions or requirements contained in statutes, Regents’ Rules, UT Systemwide Policies and other guidance. As a result, these special procedure contracts require special attention and, in some cases, additional review by the UT institution or UT System to assure compliance with governing authority or to minimize business risk.  

Please use the guidance below if you are negotiating a contract in the following categories, and always feel free to contact OGC if you need assistance or have any questions at all:

 

Construction Contracts and Professional Service Agreements

 

1.   For Construction contracts: (1) use the approved contract document forms posted on the UT System Office of General Counsel (OGC) OGC Construction Law web pages without material changes [including the current Uniform General Conditions], (2) follow the Construction Contracting Guidelines, as well as (3) review using the Construction Contract Review Checklist and follow the Checklist instructions and recommendations. OGC review is not required.  

2.   Professional architectural or engineering services agreements must: (1) use the approved contract document forms posted on the OGC Construction Law web pages without material changes and (2) follow the Construction Contracting Guidelines.  Following these steps will ensure compliance with the requirements of Subchapter A, Chapter 2254, Texas Government Code governing professional services contracts.

 

Contracts with Foreign Countries or Agencies of Foreign Governments

 

3.   Contracts with a foreign government or an agency of a foreign government require Board approval, regardless of amount, and the Board’s Consent Agenda procedures call for OGC review. Contracts exceeding $250,000 with institutions owned or controlled by a foreign source may require reporting to the Secretary of Education.  See 20 USC §1011F for information on these reporting requirements or consult OGC.

 

Employment Contracts

 

4.   Employment contracts must comply with Regents’ Rules 20202 Cash Compensation for Chief Administrative Officers, 20203 Cash Compensation for Key Executives, 20204 Determining and Documenting the Reasonableness of Compensation, and  UTS144 Establishing Compensation for Highly Compensated Employees.

 

Finance-related Contracts 

 

5.   Contracts with debt collection agencies for collection of debt owed to a UT institution: (a) should track the Model Collection Agency Contract to the extent possible; (b) must be approved by the Claims & Financial Litigation Section of OGC pursuant to its delegation under 1 Texas Administrative Code Section 59.2(c)(1); and (c) must be approved by the Texas Office of the Attorney General in accordance with §2107.003(b)(2), Texas Government Code.

6.   Credit applications, letters of credit, and all other arrangements to secure credit for a UT institution must comply with Article III, Section 49, Texas Constitution. UT institutions are also encouraged to consult with the UT System Director of Shared Business Operations for guidance in connection with credit transactions.

7.   Before entering into “finance leases” for equipment or other personal property, UT institutions are encouraged to consult with the UT System Office of Finance regarding its program to provide financing for equipment purchases at competitive rates under the RFS Commercial Paper program.

 

Intellectual Property Agreements

 

8.   Intellectual property agreements (excluding trademark agreements which are discussed in Item 9 below) and research agreements, including: (a) sponsored research agreements; (b) material transfer agreements; (c) clinical trial agreements; (d) patent, technology, software and copyright license agreements; (e) option agreements conveying rights in Board-owned intellectual property; and (f) other  research related agreements conveying rights in Board-owned intellectual property, must comply with Regents’ Rule 90101 Intellectual Property, UTS125 Processing of Intellectual Property Agreements (including the At-A-Glance Chart), the License Agreement Checklist, and the Guidelines for Management and Marketing of IP Owned by the Board of Regents. There are also numerous training tools found on the OGC Intellectual Property website that will assist UT institutions with these agreements.

Note: OGC approval is not required if (1) the transaction is documented with an OGC designated standard sponsored research agreement or company universal agreement; or (2) the transaction is a renewal or extension of a previously OGC-approved agreement with no substantive changes other than termination date and contract amount (ref. UTS125 Processing of Intellectual Property Agreements).

9.   Trademark licensing agreements conveying rights in UT System or UT institution trademarks must comply with Regents’ Rules 10501 (Section 3.3) Delegation to Act on behalf of the Board and 90101 Intellectual Property, and with the UT Trademark Policy; and be signed by the Vice Chancellor and General Counsel or his delegate in accordance with Regents’ Rules 10501 (Section 2.2.3) Delegation to Act on behalf of the Board and 90101 (Section 15.3) Intellectual Property.

 

Natural Gas Contracts

 

10.  Contracts pertaining to the supply or transportation of natural gas must comply with Sections 31.401 and 31.402, Natural Resources Code; Title 31 Texas Administrative Code Chapter 8 (giving the Texas General Land Office review powers); Regents’ Rule 20901 Procurement of Goods and Services (requiring competitive bidding); and, in lieu of Board approval, may be approved by the Chancellor or the Chancellor’s delegate under Regents’ Rules 10501 (Section 2.2.10) Delegation to Act on behalf of the Board. UT institutions are also encouraged to consult with OGC regarding these contracts which are often high-dollar complex transactions.

 

Outside Counsel Contracts

 

11.  Outside counsel contracts (contracts for legal services provided by attorneys who are not employees of a UT institution) must comply with Section 402.0212, Texas Government Code Provision of Legal Services‑‑Outside Counsel; Title 1 Texas Administrative Code Chapter 57; Regents’ Rule 10501 (Section  2.8) Delegation to Act on Behalf of the Board; and the Outside Counsel instructions and procedures provided by OGC.  Outside counsel contracts must be approved by the Vice Chancellor and  General Counsel.

 

Real Estate Contracts

 

12.  Contracts pertaining to the purchase or sale of interests in real property (other than mineral interests), including options to purchase, rights of first refusal and rights of first offer, must be reviewed by the UT System Office of Real Estate (REO).

13.  Contracts pertaining to the use and occupancy of real property pursuant to a lease, license, easement or other form of use agreement must be reviewed by REO, subject to current institution delegations.

14.  Contracts containing provisions that may affect the rights of the Board to exercise control over real property owned by the Board (including provisions requiring UT premises to comply with city ordinances or granting exclusive rights on campus) must be reviewed by REO.

 

Revenue Generating Contracts

 

Guidance related to revenue generating, revenue sharing and cost avoidance contracts is provided by OGC on the Revenue Generating, Revenue Sharing, and Cost Avoidance Contracts and Unrelated Business Income Tax (UBIT) web page.

 

15.  Revenue generating, revenue sharing, and cost avoidance contracts, including sponsorship agreements and broadcast rights agreements, must comply with Regents’ Rule 80103 Solicitation, UTS103 Unrelated Business Income Tax,  UTS122 Guidelines for Web Site Solicitation, and the UT Trademark Policy.

16.  Advertising or promotional agreements under which advertising or promotion will be placed or conducted (a) on any property, street, or sidewalk, or in any building, structure, or facility owned or controlled by the UT System or any UT institution (UT premises), (b) on web sites operated by or for UT System or any UT institution, or (c) in any UT publication, must comply with Regents’ Rule 80103 Solicitation, UTS103 Unrelated Business Income Tax,  UTS122 Guidelines for Web Site Solicitation, and the UT Trademark Policy.

17.  Vending machine contracts must comply with Regents’ Rules 50302 Student Participation in Selection and Monitoring of Food Service Contractors,  80103 Solicitation, UTS103 Unrelated Business Income Tax,  UTS122 Guidelines for Web Site Solicitation, UTS130 Vending Machine Contracts (including required submission of the vending machine contract to the Board for approval), and the UT Trademark Policy.

18.  Contracts related to a student credit or debit card program must comply with 15 USCA Section 1650(f)(1), 12 CFR Section 1026.57(b), and 34 CFR 668; Section 51.940, Texas Education Code; Regents’ Rules 50304 Student Debit Cards and 80103 Solicitation; UTS103 Unrelated Business Income Tax, UTS122 Guidelines for Web Site Solicitation and UTS167 Banking Services Policy; and the UT Trademark Policy. UT institutions are encouraged to consult with OGC regarding these contracts.

 

Risk Management Agreements

 

19.  Property and casualty insurance policies and surety bonds must comply with Regents’ Rules 10501 (Section 3.5) Delegation to Act on Behalf of the Board and 80601 Property and Casualty Insurance and Surety Bonds, and be reviewed by the UT institution’s Risk Manager.

20.  Contracts for criminal background check services must comply with UTS124 Criminal Background Checks.  UT institutions are encouraged to consult with OGC regarding these contracts.

 

This Special Procedure Contract list is a part of the OGC Contract Review Procedures (Procedures). The Procedures are a way for OGC to provide you with general information about your contract. The Procedures cannot provide specific legal advice for any particular situation, so you must not rely on this information as a substitute for obtaining legal advice if you need it. The OGC Contract Review Procedures are a substitute for attorney review and approval. If you feel this substitute is not adequate for your needs, please consult with us directly.

Send questions or comments regarding this page to Dana Hollingsworth in the Business Law Section of OGC.

http://www.UTSystem.edu © 2016 The University of Texas System.
601 Colorado Street, Austin, Texas 78701-2982. (512)499-4200