麻豆天狼副利院

a. Role of the System Office of General Counsel. Attorneys in the Office of General Counsel (鈥淥GC鈥�) represent the System and its Institutions.  Attorneys review, revise, and comment on contracts鈥� legal terms to ensure compliance with applicable laws, regulations, rules, and best practices, and assist contracting offices and departments in negotiating final agreements.  OGC is not responsible for the business terms or operational aspects contained in contracts. 

b. Role of the Contract Originating Department (e.g., college, unit, division, or office requesting the contract). The contract originating department shall be fully responsible for the origination, management, and funding of its requested contracts as set forth in System Policies and Regulations and institutional operating policies and procedures. This includes reading and  analyzing, as necessary, each contract before it is submitted to the Institution鈥檚 contracting office to ensure that it accurately reflects the parties鈥� responsibilities, contains all necessary terms and conditions, accurately and fully reflects the proposed academic or business arrangement, and that the department is able to comply with all contract requirements. 

c. Board Approval. The Regents鈥� Rules set forth certain contracts that must be pre-approved by the Board of Regents (鈥淏oard鈥�).  OGC review does not constitute Board approval.  Contracts requiring Board approval must be timely submitted for inclusion in the agenda for the next Board meeting by the deadline set by the System Office of the Board of Regents or as otherwise permitted by the Regents鈥� Rules.    

d. Signature Authority. Contracts may only be signed by persons with signature authority, as specifically delegated in writing by the Chancellor or Institution President.  Questions regarding signature authority should be directed to the Institution鈥檚 contracting office or Chief Financial Officer.   

e. OGC Forms. OGC promulgates contracting forms and templates for use by the System and Institutions.^[1] To the extent possible, the current version of all OGC-approved forms should be used, without revision, except as to (1) vendor information, (2) scope of goods to be purchased or services to be provided, and (3) business terms, changes for which do not require OGC review. Business terms include, but are not necessarily limited to scope, financial arrangements, contract term and termination, and insurance.  Any revision to any substantive legal term of an OGC-approved form must be approved by OGC prior to execution of the contract.   

f. Insurance Requirements. Insurance requirements for vendors contracting with the System and its Institutions are set by the System Office of Risk Management, and can be found here. Any changes to insurance requirements other than professional liability insurance requirements must be approved by the Institution鈥檚 contracting office in consultation with the System Office of Risk Management. Changes to insurance requirements other than professional liability insurance requirements in OGC-approved forms do not require OGC review if such changes are reviewed and approved by the Office of Risk Management. Any changes to professional liability insurance requirements must be approved by OGC.

g. OGC Website. OGC-approved forms are available on the OGC website. In addition, the OGC website contains contract provisions which may be incorporated by reference into form contracts.

a. Contracts Requiring OGC Review. The following contracts are deemed significant transactions and must be submitted to OGC for review prior to execution:

(1) Any contract requiring approval by the Board , a Chair of a Committee of the Board or a Committee of the Board, pursuant to the . Such contracts may include, but are not limited to, those for more than $1,000,000 per annum and contracts with a term longer than five (5) years (unless it may be terminated without cause within 180 days).

(2) Any contract with an annual contract value greater than $500,000.

(3) Any contract with an annual contract value of $250,000 through $500,000 unless:

1. on an OGC-approved contract form; or

2. on a vendor-provided form, with the OGC-approved contract addendum attached.

(4) Any contract involving the sharing, transfer, or processing of sensitive data, including student, employee, or medical records (e.g., FERPA-protected data, HR records, protected health information), records of financial transactions (e.g., credit card numbers and bank account information).

(5) Any contract with businesses or entities in foreign countries.

(6) Any contract for travel (e.g. charter flights, busses) involving students unless on an OGC-approved form.

(7) Any contract for inherently risky or abnormally dangerous events or activities involving students (e.g. high-adventure recreation including without limitation, rock climbing, ziplining, whitewater rafting and horseback riding).

(8) Any coaching contract.

(9) Any contract for clinical or administrative health care services (even if on an OGC approved form).²

(10) Any settlement agreement.

(11) Any contract, regardless of the contract value or form use, which the Institution鈥檚 administration, contracting office, IT department, compliance department or purchasing department or any individual school or program believes should reasonably require OGC review given the risks, nature, or uncertainty involved in the agreement.

b. Contracts Exempt from OGC Review. The following contracts are exempt from the review requirements set forth in Section 3(a) unless they require review pursuant to Section (a)(i):

(1) Any intra-component or intra-system memorandum.³

(2) Any Texas Comptroller negotiated vendor contract, including TXMAS, DIR, TIPS, Buyboard, Allied States, Loan Star, TexBuy and Region 5 contracts provided no additional legal terms are incorporated.

(3) Any interagency contract entered into pursuant to the authority and in compliance with Chapter 771 of the Texas Government Code that is on the OGC-approved contract form other than interagency contracts for clinical or administrative health care services or sensitive data.⁴

(4) Any vendor-provided purchase order:

(a) that does not include legal terms; or

(b) that includes legal terms with the OGC-approved contract addendum attached.

(5) Any contract with a domestic vendor for the license or purchase of library materials or subscriptions.

(6) Any domestic vendor provided articulation, dual credit or academic affiliation contract with the OGC-approved contract addendum attached.

(7) Any other contract if, after consideration and discussion with the submitting Institution, OGC determines such exception is in the best interest of the Institution.

c. Calculation of Annual Contract Value. For purposes of this Regulation, the 鈥渁nnual contract value鈥� amounts set forth above shall be determined by calculating the total payments or estimated payments over the term of the contract and dividing such amount by the total number of contract years (e.g., a contract with total payments of $600,000 over three (3) contract years, has an annual contract value of $200,000). Amendments, renewals, or extensions of any contract shall be added to the original term to determine the annual contract value. Should such amendment, renewal, or extension increase the annual contract value so as to require OGC review under Section 3(a), above, the contracting office shall submit the amendment, renewal, or extension to OGC regardless of whether it was originally submitted to OGC for review.

d. Procurement and Contracting Requirements. Prior to submitting any contract to OGC for

review, the proposed transaction must go through all applicable procurement and contracting requirements required by applicable law as well as System and Institutional policies and contracting offices. Review by OGC does not limit or waive the requirements of the contracting Institution鈥檚 Operating Policies, including but not limited to review, revision, and/or approval by the Institution鈥檚 contracting office.

a. Notification. As soon as practicable, a contracting office or contract-handling department should notify OGC that it intends to submit a contract for review. In communicating with   vendors and third parties, the contracting office and originating department should plan adequate time for OGC review and return.  

b. Submission. When submitting a contract for OGC review, the requesting Institution鈥檚 contracting office should include the draft agreement in Microsoft Word format, including all exhibits, schedules, attachments, and order forms, and all other relevant documentation including but not limited to RFPs, RFQs, responses, and contract routing forms.  For any renewals or amendments, the requesting contracting office should include a copy of the original contracts and all prior renewals and amendments.  Submissions should clearly communicate the vendor/contractor name, contract value, and information regarding the goods and/or services to be provided under the contract.  Any proposed changes to OGC-approved forms or contracts that have been previously reviewed by OGC should be redlined to reflect the proposed changes. 

c. Review and Return. Upon receipt of all necessary information, OGC will endeavor to return its review and comments to the Institution鈥檚 contracting office as soon as five (5) to ten (10) business days after submission.  Review times will vary depending on the complexity of the contract, current OGC workload, and priority as set by the submitting Institution.  

d. Negotiation and Finalization. OGC鈥檚 initial return timeline does not account for time required to negotiate and finalize terms with a vendor or the vendor鈥檚 counsel.  In most cases, it is most expeditious if the Institution鈥檚 contracting office negotiates academic and business terms with the other party.  However, if a vendor or third party鈥檚 lawyer is directly included in the negotiations, then OGC should also be involved.  Each Institution鈥檚 contracting office shall handle execution and signature of all contracts once finalized.