The chief responsibility of the General Counsel’s office is to represent the University of Central Florida. We represent the University in all forms of litigation or legal disputes, including, but not limited to: lawsuits, administrative hearings, bid protests, arbitration, and mediations. In addition, we provide representation for individual employees who have had legal actions brought against them for actions they performed within the course and scope of their employment. An employee who has received a subpoena or notification of a lawsuit brought against them should contact the Office of the General Counsel immediately. The General Counsel’s office will sometimes coordinate with the State Attorney General’s Office or private attorneys when a matter is too complex to be handled by this office alone.
The President of the University of Central Florida has signature authority for contracting, but can delegate that authority to other university employees. Only university employees with a written signature authority delegation may sign contracts on behalf of the university. Failure to follow university policies regarding signature authority, including signing contracts without signature authority, may subject the employee to personal liability.
All contracts requiring legal review must be submitted to the Office of the General Counsel for review prior to performance by either party or execution by the university or a university direct support organization (DSO).
Unless exempted by the university president or his designee, contracts requiring General Counsel review must be submitted through Cobblestone, the university’s contract management system. Once the Office of the General Counsel attorney or designee has completed its review, it will forward the contract to the authorized person for signature. (See UCF Policy 2-107)
Departments are responsible for adhering to any required internal approvals, procurement requirements, information technology policies and any other applicable UCF policies, rules and regulations.
EXCEPTIONS TO THE POLICY
The following types of contracts do not require review by the Office of the General Counsel, but review may be requested by relevant campus units:
Research Agreements. Research Agreements will be reviewed by contract managers in the Office of Research and/or the UCF Research Foundation.
Templates. Templates will not require approval by the Office of the General Counsel unless changes are made to the template, except that the Office of Research may modify or alter templates that are also research agreements. A change is considered anything that does not constitute filling in the spaces intentionally left open for the insertion of information (e.g., names, addresses, dates, selection of location, etc.) Copies of templates, except for research agreement templates, may be requested from the Office of the General Counsel; some will also be made available for download from the Office of the General Counsel website.
Click-Through Agreements. While many click-through agreements do not require legal review, UCF Departments, prior to entering into a click-through agreement, are required to complete the UCF Information Security Office (ISO) “Click Though Contracts Checklist” available in the FAQ section of the UCF ISO Vendor Risk Management website: https://infosec.ucf.edu/vrm. The checklist helps determine the applicability of the Vendor Risk Management (VRM) process and shows what steps the UCF department should take depending on the data involved. Only those click-through contracts identified below as requiring General Counsel review should be sent to the Office of the General Counsel.
GC Review Required: Click-through contracts requiring “formal” signatures by both parties via signature blocks as opposed to just clicking a button.
Potential GC Review: Click-through contracts involving Restricted or Highly Restricted Data. The UCF department must follow the Click Through Contracts Checklist to determine the data involved and if the Vendor Risk Management (VRM) process is applicable. As part of the VRM process, UCF ISO will advise the UCF department on contractual and review requirements and whether the department needs to forward the click-through to the Office of the General Counsel. This applies to any purchases covered by a click-through agreement that involve Restricted or Highly Restricted Data regardless of what type of purchase mechanism is used (e.g. P-Card, Purchase Order, ROTT = Reimbursement Other Than Travel, etc.
Do Not Require GC Review: 1) P-Card purchases Except if the vendor requires formal signatures by both parties Except for P-Card purchases that involve Restricted or Highly Restricted Data as described above 2) Any other click-through contract that doesn’t involve Restricted or Highly Restricted Data as described above.
Sufficient time must be allowed for the Office of the General Counsel and the signing authority to review and process an agreement prior to the commencement of the agreement. Questions regarding revisions made by the Office of the General Counsel should be directed to the attorney making the changes or the contract coordinator.
If you are unsure if document constitutes a contract or if the document requires legal review, please forward the document to firstname.lastname@example.org.
Please see the Definitions section below for relevant definitions of terms used herein:
Contract. An agreement between two or more parties that creates an obligation to do or not do a particular thing. A contract does not require payment of money or other compensation to create an obligation. Because constituent units of the university, as further detailed below, are not parties, agreements between them are not contracts.
Party/Parties. A legal entity. The university and its DSOs are discrete legal entities that can create contracts between themselves or with third parties. The constituent parts of the university (centers, auxiliaries, colleges, institutes, etc.) are not discrete legal entities and the university is the party to contracts for their benefit.
Research Agreement. A contract whereby the university or a DSO is engaged, usually but not always for compensation or cost-reimbursement, to conduct research for a third party and, in exchange, to provide deliverables. For purposes of this policy, Research Agreement will include other contracts associated with research arrangements, such as non-disclosure and materials transfer agreements. A research agreement will typically have a designated staff member in the Office of Research (or the DSO) assigned to the review and negotiation of the contract. The Office of Research will determine which contracts for research constitute Research Agreements for purposes of this policy.
Template. A contract pre-approved by the Office of the General Counsel for use as-is.
Click Through Agreement. A contract, generally associated with online transactions and software, where one party sets up a proposed electronic form agreement to which another party may assent by clicking an icon or a button or by typing in a set of specified words. Click Through Agreements are also known as click-wrap agreements.
Contract Resources for Departments
Contracts ISO and FA Workshop This document discusses the different types of documents that can constitute a contract, who at UCF can sign contracts, highlights specific problem clauses in contracts, and addresses contractual procedures.
Media Consent Form This document should be used anytime any individual affiliated with UCF wishes to capture the image, voice, and likeness of another individual in the form of a photograph, recording, etc. This pertains to using such individual’s image for audio, video, film, and/or print images in any form and manner.
New affiliation agreements, along with renewals, amendment and addendums to existing agreements, require review and approval by the General Counsel’s office. Standard affiliation agreements should also be submitted through CobbleStone for approval.
Before a department forwards an affiliation agreement for review, the department should review the document to determine whether any changes have been made to the department’s standard form or whether the proposed affiliate has proposed its own document. This information should be provided to the General Counsel’s Office when the affiliation agreement is sent for legal review.
Additionally, each department should verify that the correct name for the affiliate is used and that all contact information for both UCF and the affiliate have been included in the document. If an affiliate requires attachments or exhibits to the affiliation agreements, these must be sent with the agreement for review. Incomplete submissions will not be approved.
The agreements should be submitted and processed through Cobblestone (contracts.aa.ucf.edu). Please allow five business days for processing of standard agreements generated by UCF, and ten business days or more for non-standard agreements. Should edits be proposed, the affiliation agreement will be returned to the department to forward to the affiliate.
The General Counsel’s Office will review each agreement and once approved, the document will be forwarded for any additional approvals and signature. It is the department’s responsibility to confirm vendor’s willingness to sign through Cobblestone, provide any additional vendor requests regarding signing, and include accurate signatory information for the vendor in the CobbleStone background notes. Failure to include this information in the CobbleStone record may cause delay in completing the signature process.
How to search for the contract status on Cobblestone?
To search for a contract using contract number:
- If you know the contract number, enter the number into the “search” field at the top of the main Cobblestone window.
- Click on the magnifying glass to search. This will bring up all the contracts with that number (i.e. – searching for 7500 will bring up contract #7500 as well as any contracts
valued at $7,500). If you are the Requester (owner) of a contract, the contract number is located in the CobbleStone system emails you have received.
- Click on View Contract
To search for a contract if you do not know the contract number:
- Enter a specific term in the search field. (Searching “Bus” will bring up all bus contracts. Searching “Agreement” will pull up too many results. Try searching for a something
specific, rather than general terms).
- Click on the magnifying glass to search. (i.e. – searching “Bus” will bring up all bus contracts. Searching “Agreement” will pull up too many results and will not be useful).
- Click on View Contract
To check the status of a contract:
- Requester Review = The person who “owns” the contract currently has the contract.
- Legal Review = The contract is with an attorney for review.
- Legal Administrative = The contract is currently with the contract coordinator for processing.
- Non-UCF Party Review = The contract is with the non-UCF party for review, or in negotiations.
- Authorized Signer Review = The contract is out for signature.
- Initial Submission Saved = The document has not yet been submitted.
- College/Division/Unit Reviewer = The contract is being reviewed by your college/division/unit prior to submission to legal.
- If the status lists a department or unit, it means that it is currently with that department or unit for review or approval.
Using search instructions above, locate the contract record and look at Section 1. Contract Overview. The fourth item listed is “Status”. The most common statuses are:
*NOTE: Section 2. Employee = Lists the name of the employee who currently has the record.
Public Records Requests
Florida’s public records law, Chapter 119 of the Florida Statutes, defines public records as: “All documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software of other material, regardless of physical form, or characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency.
State and federal laws exempt certain types of public records, or portions thereof, from disclosure under the public records law. Before documents are released pursuant to a public records request, any exempt documents or exempt information contained within the documents will be removed. This determination will be made by the Office of the General Counsel.
Requests should be handled by the department that maintains the documents requested. Requests do not need to be in writing, however a department may request that it be to ensure they fully understand what the requestor wants. The Office of the General Counsel will assist with any request as needed. Please contact us at (407)823-2482.
Media requests should be directed to News and Information at (407)823-5007.
Requests for statistical data or demographic data should be forwarded to Institutional Knowledge Management at (407)823-5061.
Requests for documents maintained by UCF Athletics should be directed to the UCFAA Communications department at (407)823-0994.
The University of Central Florida is committed to compliance with the Florida Public Records Law. Please contact the custodian at email@example.com or at 4365 Andromeda Loop N, Suite 360, Orlando, FL 32816. Florida Public Records Requests
Subpoenas that are university related are to be served or sent certified mail to Custodian of Records, University of Central Florida, General Counsel’s Office, MH 360, 4365 Andromeda Loop N, Orlando, FL 32816.
Out of state subpoenas are not enforceable in Florida and would need to be served in our jurisdiction in order to satisfy the federal law requirement.
Subpoenas involving HR matters are to be served, faxed, or mailed to our HR Department. Please refer to http://www.hr.ucf.edu.
The General Counsel’s Office does not accept subpoenas that are of personal nature. Subpoenas for records of an individual will need to be served to and signed by the actual individual in which the subpoena addresses.
Processes for Employees and Units Receiving Subpoenas and Other Legal Documents:
Subpoenas – Office of the General Counsel
Clerk of the University
Located in the General Counsel’s Office in Millican Hall 360, the Clerk of the University handles all petitions and/or requests to the University of Central Florida. The current Clerk of the University is Rebecca Pluguez. The documents that must be filed in this office include the following:
- Petitions to adopt, amend, or appeal a regulation;
- Requests for copies of a proposed regulation;
- Requests for notice of regulation-making meetings and public hearings on proposed regulations;
The information contained on this website is provided as a service to the UCF community and does not constitute legal advice. While every effort has been made to provide quality information, the authors make no claims, promises, or warranties about the accuracy, completeness, or adequacy of the information contained in or linked to this website and its associated sites. Legal advice must be tailored to the specific facts and circumstances of each case, laws are constantly changing, and nothing provided herein should be used as a substitute for the advice of your own legal counsel. Information on this site may not be relevant or accurate for all jurisdictions. The Office of the General Counsel provides legal advice to members of the UCF community solely within the context of the course and scope of employment or agency with UCF. Any employees should contact us with any questions or provide particular facts and circumstances upon which the Office of the General Counsel attorneys may base their legal advice. This office cannot provide legal advice to individuals, personally.