Contract Review and Approval Procedure

I. SCOPE

These Procedures are directly related to the Contract Review and Approval Policy (“Policy”). Please see the Policy for the definition of any capitalized terms contained in this document.

II. PROCEDURES

A. The Contract Originator prepares the Contract and associated documents for review as described in more detail below:

1.  Prepare the Contract.  The OGC has developed over 50 form contracts for your use, including ones for common kinds of contracts and typical vendors such as: works for hire; entertainers; mobile food truck vendors; guest lecturers; volunteers; and third-party service providers. OGC recommends using form contracts whenever possible to provide a cost savings to the University and to ensure that contracts contain terms acceptable to the University. Using OGC’s form contracts will simplify and expedite the review process. Blank form agreements can be found on OGC’s website. If you are uncertain about which contract to use, please contact OGC.

If the Vendor refuses to use one of the University’s form agreements, or if no University form agreement is applicable and the Vendor has its own agreement, the department should provide the draft agreement from the Vendor in an editable format, preferably Microsoft Word or Google Doc, so that the legal team can review and make edits without delay. 

Specifically, please ensure that you complete the following steps:

2.  Complete the Contract Routing Form (CRF). This form is intended to standardize the routing of all Contracts.

3.  If the contract involves electronically transferring any University data to a Vendor or an outside party or organization, a Vendor Risk Assessment Form (VRAF) must be completed to determine whether the IT Department (“IT”) needs to conduct a Vendor Risk Assessment (VRA). Please allow an additional 30 days for IT to complete this review. You may contact the Information Security Analyst in the IT Department to determine whether a VRA is necessary. Contracts sent to OGC without a VRAF, if applicable, may not be reviewed until the VRAF is complete.

Once IT completes its VRA, it will generate a Vendor Risk Assessment Findings Report (VRAFR). Please review it carefully.  If substantial risks are identified, OGC encourages you to work with IT to understand how those might put the University at risk.  The VRAFR may recommend that the Vendor sign our Data Protection Addendum and/or a General Data Privacy Regulation (GDPR) agreement. Providing these documents to the Vendor as soon as possible will expedite the contract review process.

4.  If this is a contract for monetary consideration, complete the Purchase Requisition Form (PRF).

5.  Submit the Contract together with the CRF and PRF to the department chair, program director, or other supervisor for review and signature authorizing the contract and any expenses.

6.  Once approved by the department chair, program director or other supervisor, submit the Contract, CRF and PRF to the Vice President with signature authority for the contract (if different from the department chair).

7. Once approved by the Vice President with signature authority, transmit the Contract and accompanying documents to OGC, copying the Auxiliaries, Risk, and Insurance Unit of the Finance Department if there are insurance requirements.

8. Note, the General Counsel is often not familiar with the subject matter of the agreement, and usually has not participated in the negotiation of the business terms of the proposed contract. Therefore, when delivering a contract to the General Counsel, be sure to note any provisions that you are uncertain about or that you may want to change or discuss. Also identify any terms that the Contract Originator has unsuccessfully attempted to negotiate. The General Counsel may have some questions for the Contract Originator about subject matter, parties, or terms of the proposed agreement, and may also propose additional or alternate contract language that serves the best interests of the University. Upon completion of the legal review, the General Counsel will either forward the contract to the appropriate signatory or return the contract to the Contract Originator for further action.

B. The Office of General Counsel will then:

1.  Review the CRF and proposed Contract;

2.  If the CRF and proposed Contract are not complete, work with the Contract Originator until all items are complete and the Contract is ready for review;

3.  Confirm with the Auxiliaries, Risk, and Insurance Unit of the Finance Department to ensure that any required COIs have been obtained and are sufficient;

4.  Communicate requested revisions, if any, to the Contract Originator for them to review and share with the Vendor; in some cases OGC will communicate directly with the Vendor or its counsel; and

5.  Once the terms of the Contract are agreeable to all parties, sign the CRF and add the “OGC stamp” to indicate the date it was approved and by whom; and

6.  Deliver the CRF and proposed Contract to the appropriate authorized signatory as defined in Paragraph III(C) of the Policy.  

C. The Authorized Signatory will then:

1.  Review and sign the CRF and proposed Contract; and

2.  Return the signed CRF and signed Contract to the Office of General Counsel.

D.  The Office of General Counsel will then:

1.  If the Vendor has not yet signed the contract, OGC returns the contract to the Contract Originator for transmission to the Vendor for signature;

2.  For monetary Contracts, return the CRF and the fully signed Contract to the Purchasing Department for creation of the Purchase Order (“PO”) and transmission of the Contract and PO to the Vendor;

3.  For nonmonetary Contracts, make a copy of the Contract and return the CRF and original Contract to the Contract Originator.  Contract Originator will deliver a copy of the Contract to the Vendor and the original Contract to the appropriate office as set forth in Paragraph III(D) of the Policy; and

4.  Retain a copy of the signed Contract. 

E.  The Purchasing Department will then:

1.  Review all documents to ensure all reviews, initials and signatures are in order. Match the Contract with the pending purchase requisition;

2. If all the paperwork is in order, create an official University Purchase Order (“PO”) and obtain the required signatures;

3. Transmit the PO and Contract to the Vendor via email and copy the Contract Originator; and

4.  Add the e-documents to the Purchasing Department warehouse file directory.