Legal Review of Agreements and Documents

Reason for Policy: 

Senate Bill 242 (2011), among other provisions, exempts the State Board of Higher Education and the Oregon University System from specific requirements of ORS Chapter 291, as applicable, otherwise known as “legal sufficiency” review. Notwithstanding this exemption, in order to ensure, to the extent practicable, a reasonable risk-conscious approach to agreements, transactions, relationships, and materials involving the Board, the Chancellor’s Office or any OUS institution, this IMD outlines when review or input from authorized legal counsel is required.

Enactment & Revision History: 

Became University of Oregon policy by operation of law on July 1, 2014.
Former OUS Internal Management Directive

APPROVAL DATE: 11/4/2011
EFFECTIVE DATE: 1/1/2012
LAST UPDATED: 11/3/2011
HISTORICAL DETAIL NOTES: Approved by the Finance & Administration Committee, 11/4/2011 SOURCE: Board Policies

Policy: 

(A) Legal Review

(1) The following agreements or documents are required to be drafted or reviewed by an attorney authorized to provide legal services to the Board, Chancellor’s Office, or OUS institution, as applicable. Pursuant to this IMD, attorneys authorized to provide legal services to the Board, Chancellor’s Office, or OUS institutions are reviewing or drafting the following agreements in order to evaluate legal risk and to confirm compliance with applicable federal or state laws, including constitutional provisions, statutes, administrative rules, or regulations.

(a) Any agreement for the purchase or sale of real property or the purchase or sale of improvements to real property;
(b) Employment agreements or notices of appointments with the Chancellor, Vice Chancellors, Presidents, Vice Presidents, Provosts, Vice Provosts, Athletic Directors, Head Coaches, or any other employee with an annual salary in excess of $300,000;
(c) Employment agreements with other than tenured faculty for a term of three years or longer;
(d) Any agreement with a value in excess of $250,000:

(i) which includes the development of software or acquisition of software not “off-the-shelf”; or
(ii) which includes a foreign entity, public or private, or an Indian tribe as a party; or
(iii) under which the Board, Chancellor’s Office, or OUS institution provides services; or
(iv) under which the Board, Chancellor’s Office , or OUS institution provides tangible or intangible property or the right to use tangible or intangible property.

(e) Any agreement under which the Board, Chancellor’s Office or OUS institution takes equity in a company in which the Board, Chancellor’s Office, or institution provides services, tangible or intangible property, or the right to use tangible or intangible property;
(f) Any settlement agreement or release of claims;
(g) Any faculty or student exchange agreement under which an institution will pay or receive money or property;
(h) Any docket materials from an OUS institutionon a matter submitted to the Office of the State Board for Board action. The OUS general counsel will review docket materials for the Chancellor’s Office and the docket in its entirety for the Board Secretary and Chancellor;
(i) Any non-utility easement; and
(j) Any solicitation documents for a competitive procurement that will result in a contract or agreement subject to this IMD.

(2) The legal review required by this IMD may be accomplished,for applicable transactions,by form or template agreements drafted by an attorney authorized to provide legal services to the Board, Chancellor’s Office or OUS institution, as applicable, and made available to the relevant department or personnel in the Chancellor’s Office or OUS institution.

(3) The Chancellor’s Office or OUS institution may develop an internal process in order to exempt categories or sub-categories included in this IMD from legal review or to add categories or sub-categories to the list for legal review for the Chancellor’s Office or OUS institution, as appropriate. The process should identify how legal risk, notwithstanding an exemption, will be reasonably managed. The Chancellor’s Office or OUS institution may not exempt a category or sub-category from this list until the process document is on file with the OUS Vice Chancellor for Finance and Administration or designee. Once a process document is in place and filed with the OUS Vice Chancellor for Finance and Administration or designee, the Chancellor’s Office or OUS institution will file any and all exemptions or additions to the list, applicable to the Chancellor’s Office or OUS institution, with the OUS Vice Chancellor for Finance and Administration or designee.

(4) The Chancellor’s Office and OUS institutions are encouraged, pursuant to the internal process developed to exempt or add categories or sub-categories to this list at section (A)(3) of the IMD, to consider and implement appropriate “catch-all” provisions to the list, cognizant of expertise and personnel at the Chancellor’s Office or OUS institution, as applicable.

(5) Each in-house attorney authorized to provide legal advice and services to the Board, the Chancellor’s Office, or OUS institution, as applicable, will maintain a log of each agreement or document reviewed or drafted pursuant to this IMD.

(6) The applicable in-house legal services office, whether for the Chancellor’s Office or OUS institution is responsible for compiling a log of each agreement or document reviewed or drafted by outside counsel pursuant to this IMD.

(7) Any agreement or document subject to legal review under this IMD must include evidence of such review, such as the attorney’s signature or communication from the attorney attached to the agreement or document. For instances in which the Board, Chancellor’s Office, or OUS institution is using a form or template agreement as contemplated by Section (A)(2) of this IMD, notation or reference to the form or template drafted by the attorney is sufficient for this section.

(8) Nothing in this IMD removes or alters other requirements for the proper execution of an agreement or document, such as signature by an authorized contracting authority or compliance with procurement rules, policies or procedures, or other Board policies and requirements.

(9) Not withstanding the list of agreements and documents included in this IMD, employees are encouraged to approach agreements and documents from a risk-conscious perspective and seek out legal review and advice proactively. Nothing in this IMD prevents or should discourage legal review of agreements or documents not included in Section (A)(1)(a)-(j).

(B) Review
This IMD will be reviewed by OUS attorneys, contracting officers, and other relevant stakeholders annually for amendment or revision, with specific care to consider how risk is managed by the inclusion, or exclusion, of particular categories or sub- categories.

Chapter/Volume: 
Original Source: 
Internal Management Directive