CONTRACT REVIEW PROCEDURES
The Board has delegated to each component institution's Chief Executive Officer the authority to execute certain contracts on behalf of the Board, so long as those contracts conform to Office of General Counsel requirements. The Office of General Counsel requires that contracts must be reviewed before they are executed, in accordance with the procedures described below.
The contract review procedures help you evaluate contracts your Chief Executive Officer or designee will sign. Note that if you use a standard form contract previously approved by the Office of General Counsel to document your agreement, you will not need to use the contract review procedures described below unless you or the other party to the contract makes or requests substantive changes to the standard form contract.
The OGC Contract Review Procedures are a way for us to provide you with general information about your contracts. They cannot provide specific legal advice for any particular situation, so you must not rely on this information as a substitute for obtaining legal advice from the Office of General Counsel if you need it.
Your use of this Checklist means that you have complied with our requirements for review of your contract, but it does not mean that we have actually "approved" your contract in the same way we would approve a contract we had actually seen. This is a substitute for attorney review and approval. If you feel it is not adequate for your needs, please feel free to consult with us directly.Review the Special Procedure Contract Checklist to determine whether your contract has "special" processing procedures. If your contract has "special" procedures, do NOT use the General Procedure Contract Checklist for Contracts under $150,000. Instead, follow the "special procedures" indicated by the Special Procedure Contract Checklist.
If your contract is not listed on the Special Procedure Contract Checklist and the estimated annual value of the contract is less than $150,000, proceed to Step Two.
If your contract is not listed on the Special Procedure Contract Checklist and the estimated annual value of the contract is $150,000 or more, proceed through Steps Two through Eight, completing the checklist procedure, then forward the contract to the Office of General Counsel for further review.Review the General Procedure Contract Checklist to become familiar with the problems you will be looking for in your agreement.
Read your agreement, keeping these potential problems in mind.
Note sections likely to need attention.
Answer the questions in the Checklist based on your reading of the agreement and press "submit" for an analysis of your responses to the Checklist.
Carefully read the Checklist recommendations and integrate the recomendations into your agreement. Print a copy of the Checklist recommendations and keep the copy in your file. The copy of the Checklist recommendations will be helpful when conferring with the Office of General Counsel and when describing to your Chief Administrative Officer or designee, any deviations from the Checklist recommendations and the circumstances justifying approval in spite of such deviations (Step Eight).
Negotiate the recommended changes with the other parties to the Agreement. The recommendations are based on good contracting principles and specific guidelines from Regental Policy. None of the recommendations are unreasonable and all should be acceptable to most parties. The Checklist provides a link to additional information about required clauses that you may find helpful in your negotiations with vendors.
If there are extenuating circumstances that might justify a deviation from the Checklist recommendations, it may be appropriate to agree to provisions that would ordinarily be unacceptable. As a rule, always try to obtain the other party's agreement to terms that are recommended by the Checklist. If you are unable to negotiate the recommended change you may confer with the OGC or, if you believe the nonconforming provisions are reasonable and appropriate under the circumstances particular to the contract, you may submit the contract for execution by the person with authority to sign. If you choose to submit such a contract for execution, please (1) note the deviations from the Checklist recommendations in your transmital letter to the person with authority to sign and (2) list the circumstances that justify his or her approval of the agreement on behalf of the Board of Regents, despite the problems identified by the Office of General Counsel's General Procedure Contract Checklist.
÷ General Procedure Contract Checklist ÷
Special Procedure Contract Checklist÷