1. September 2007© 2007 University of Denver1 UNIVERSITY OF DENVER Contract Review Process Policy and Procedures

2. September 2007© 2007 University of Denver2 DISCLAIMER The University of Denver Office of University Counsel has prepared this training module for general information and use by University of Denver employees only. The pages are not intended to provide legal advice for any particular situation. Legal advice can be provided only in the course of an attorney-client relationship with reference to all the facts of a specific situation. Accordingly, this information must not be relied on as a substitute for obtaining legal advice from a licensed attorney. The University of Denver Office of University Counsel has prepared this training module for general information and use by University of Denver employees only. The pages are not intended to provide legal advice for any particular situation. Legal advice can be provided only in the course of an attorney-client relationship with reference to all the facts of a specific situation. Accordingly, this information must not be relied on as a substitute for obtaining legal advice from a licensed attorney.

3. September 2007© 2007 University of Denver3 Contract Review Process: Background Board Approved Policy 2.10.030 regarding Limits of Authority was adopted by the Board of Trustees on October 18, 1993. Last amended with respect to designating specific individuals with signing authority on April 14, 2007. See http://www.du.edu/bfa/policy/index.html

4. September 2007© 2007 University of Denver4 Contract Review Process: Background Policy 2.10.030 requires the review of “contracts” that have Policy 2.10.030 requires the review of “contracts” that have (1) performance by University of obligations over a period of one year or more; or (2) University commitments in an amount of $20,000 or more; or (3) possible indemnification or reimbursement by the University or the creation of a University liability (including from a lawsuit) in an amount of $20,000 or more.

5. September 2007© 2007 University of Denver5 Contract Review Process: Background Policy 2.10.030 defines “CONTRACTS” as any contract or agreement, whether written or oral, which is intended to create a University obligation. Policy 2.10.030 defines “CONTRACTS” as any contract or agreement, whether written or oral, which is intended to create a University obligation.

6. September 2007© 2007 University of Denver6 Contract Review Process : Background It is not the name or description given to a document or the specified amount that dictates the University’s requirement for contract review. It is the intention of the document, i.e. to create an obligation for the University that meets the threshold established by the Board of Trustees. It is not the name or description given to a document or the specified amount that dictates the University’s requirement for contract review. It is the intention of the document, i.e. to create an obligation for the University that meets the threshold established by the Board of Trustees.

7. September 2007© 2007 University of Denver7 Contract Review Process : Background In general, obligations that should be submitted for contract review include, but are not limited to: In general, obligations that should be submitted for contract review include, but are not limited to: Goods and services Goods and services Real estate Real estate Employment Employment Professional and consultant services Professional and consultant services Affiliations (i.e. memoranda of understandings) Affiliations (i.e. memoranda of understandings) Amendments of existing contracts Amendments of existing contracts Assumption of risk and releases Assumption of risk and releases Registration forms for events Registration forms for events

8. September 2007© 2007 University of Denver8 Contract Review Process: Background Contracts may only be signed by individuals with authority from the Board of Trustees. Contracts may only be signed by individuals with authority from the Board of Trustees.

9. September 2007© 2007 University of Denver9 Contract Review Process: Limits of Authority Chancellor (unlimited) Chancellor (unlimited) Vice Chancellor for Business and Financial Affairs (unlimited) Vice Chancellor for Business and Financial Affairs (unlimited) Provost (up to $250,000) Provost (up to $250,000) Controller (up $250,000, up $1.5 million related to sponsored programs) Controller (up $250,000, up $1.5 million related to sponsored programs) Assistant Vice Chancellor for Business and Financial Affairs ( up to $50,000) Assistant Vice Chancellor for Business and Financial Affairs ( up to $50,000) Director of Sponsored Programs (up to $500,000 related to Sponsored Programs) Director of Sponsored Programs (up to $500,000 related to Sponsored Programs) Vice Chancellor for Communications (up to $50,000 for media and publications) Vice Chancellor for Communications (up to $50,000 for media and publications) Vice Chancellor for University Technology Services (up to $50,000 for computer related activities) Vice Chancellor for University Technology Services (up to $50,000 for computer related activities)

10. September 2007© 2007 University of Denver10 Contract Review Process: Limits of Authority University Counsel (up to $50,000 for engagement letters for legal or litigation services) University Counsel (up to $50,000 for engagement letters for legal or litigation services) Director of Athletics (up $100,000 for contracts for athletic participation) Director of Athletics (up $100,000 for contracts for athletic participation) Vice Chancellor of University Advancement (up $500,000 for IRS form 8283- Non-cash Charitable Contribution Form) Vice Chancellor of University Advancement (up $500,000 for IRS form 8283- Non-cash Charitable Contribution Form) Director of University Events (up to $250,000 for matters involving University events) Director of University Events (up to $250,000 for matters involving University events) Executive Director, Newman Center for Performing Arts (up to $100,000 relating to the Newman Center) Executive Director, Newman Center for Performing Arts (up to $100,000 relating to the Newman Center) Associate Vice Chancellor of University Advancement (up $500,000 for IRS form 8283- Non-cash Charitable Contribution Form) Associate Vice Chancellor of University Advancement (up $500,000 for IRS form 8283- Non-cash Charitable Contribution Form)

11. September 2007© 2007 University of Denver11 Contract Review Process: Limits of Authority Deans and Vice Chancellors and one other departmental designee (other than the Budget Officer) up to $50,000. Deans and Vice Chancellors and one other departmental designee (other than the Budget Officer) up to $50,000. The Vice Chancellor for Business and Financial Affairs may designate others in writing with the amounts determined annually. The Vice Chancellor for Business and Financial Affairs may designate others in writing with the amounts determined annually. Requests for additional Authority must be made through the Office of University Counsel. Requests for additional Authority must be made through the Office of University Counsel.

12. September 2007© 2007 University of Denver12 CONTRACT REVIEW PROCESS Policy 2.10.030 requires that all “CONTRACTS” be submitted to the Controller and University Counsel for review and approval BEFORE execution. Policy 2.10.030 requires that all “CONTRACTS” be submitted to the Controller and University Counsel for review and approval BEFORE execution.

13. September 2007© 2007 University of Denver13 CONTRACT REVIEW PROCESS Policy 2.10.030 requires the Controller, or Controller’s Designee (Budget Officers) to review each contract to confirm that Policy 2.10.030 requires the Controller, or Controller’s Designee (Budget Officers) to review each contract to confirm that (1) funds are available for any payment obligations; and (2) insurance or similar coverage is available for insurable risks, in cooperation with Risk Management.

14. September 2007© 2007 University of Denver14 CONTRACT REVIEW PROCESS UNIVERSITY INSURANCE POLICIES AND PROCEDURES UNIVERSITY INSURANCE POLICIES AND PROCEDURES University requires a 3rd Party to have at a minimum general liability coverage of $1 Million per occurrence and $2 Million aggregate and to name the University as an “additional insured.” Contracts with more inherent risks may require additional insurance coverage, i.e. workers’ compensation, automobile liability, liquor liability.

15. September 2007© 2007 University of Denver15 CONTRACT REVIEW PROCESS UNIVERSITY INSURANCE POLICIES AND PROCEDURES UNIVERSITY INSURANCE POLICIES AND PROCEDURES Tenant User Liability Insurance (TULIP), is available for 3 rd parties who do not have insurance that are using University facilities. TULIP is event specific and does not provide continuous coverage for the 3 rd party. TULIP provides a $1 Million layer of protection to the University for General Liability coverage. Tenant User Liability Insurance (TULIP), is available for 3 rd parties who do not have insurance that are using University facilities. TULIP is event specific and does not provide continuous coverage for the 3 rd party. TULIP provides a $1 Million layer of protection to the University for General Liability coverage.

16. September 2007© 2007 University of Denver16 CONTRACT REVIEW PROCESS UNIVERSITY INSURANCE POLICIES AND PROCEDURES UNIVERSITY INSURANCE POLICIES AND PROCEDURES The University’s insurance requirements should always be part of the initial negotiation of a contract. The University’s insurance requirements should always be part of the initial negotiation of a contract. For additional information go to www.du.edu/risk

17. September 2007© 2007 University of Denver17 CONTRACT REVIEW PROCESS UNIVERSITY INSURANCE POLICIES AND PROCEDURES UNIVERSITY INSURANCE POLICIES AND PROCEDURES Modification and/or waiver of the requirement of insurance may be approved by the appropriate Dean or Vice Chancellor if after discussion with Risk Management and University Counsel it is shown that the activity or project serves the best interest of the University and the risk to the University is otherwise mitigated.

18. September 2007© 2007 University of Denver18 CONTRACT REVIEW PROCESS Policy 2.10.030 requires University Counsel, or University Counsel’s Designee (Assistant University Counsel or outside counsel), to review each contract to confirm that Policy 2.10.030 requires University Counsel, or University Counsel’s Designee (Assistant University Counsel or outside counsel), to review each contract to confirm that (1) the contract accomplishes the intended purposes; and (2) does not present any burdensome or unintended liability risks.

19. September 2007© 2007 University of Denver19 CONTRACT REVIEW PROCESS Policy 2.10.030 further requires Policy 2.10.030 further requires Controller and University Counsel to endeavor to conduct reviews on a timely basis and that the University employee initiating the contract, whenever possible, to provide a reasonable period of time for such review. Controller and University Counsel to endeavor to conduct reviews on a timely basis and that the University employee initiating the contract, whenever possible, to provide a reasonable period of time for such review.

20. September 2007© 2007 University of Denver20 Contract Review Process University Counsel approval is only one step in the University Contract Review Process University Counsel approval is only one step in the University Contract Review Process Other administrative review and approval may be required by University rules, policies, and procedures, i.e. New Technology Application, Capital Improvements, Sponsored Programs. Other administrative review and approval may be required by University rules, policies, and procedures, i.e. New Technology Application, Capital Improvements, Sponsored Programs. It is the responsibility of the Originator to ensure adherence to such rules, policies and procedures. It is the responsibility of the Originator to ensure adherence to such rules, policies and procedures. Not complying with other administrative or departmental reviews will delay review of the contract by University Counsel. Not complying with other administrative or departmental reviews will delay review of the contract by University Counsel. www.du.edu/bfa

21. September 2007© 2007 University of Denver21 CONTRACT REVIEW PROCESS Modified Contract Review Process Modified Contract Review Process Exceptions to Process Exceptions to Process Office of Research and Sponsored Program Office of Research and Sponsored Program Purchasing (i.e. Purchase Orders) Purchasing (i.e. Purchase Orders)

22. September 2007© 2007 University of Denver22 CONTRACT REVIEW PROCESS PROCESS FLOW CHART

23. September 2007© 2007 University of Denver23 * NOTE: If 3 rd party does not provide contract, Originator works with Budget Officer and University Counsel to draft a DU-originated contract for review by the 3 rd party. Reviews contract terms. Completes contract routing form checklist and confirms receipt of entire contract. If an addendum, attach copy of original contract. Obtains & completes paperwork (including contract routing form) with assistance of Budget Officer Obtains departmental signatures Originator Budget Officer Risk Mitigation (formal reviewers) Obtains authorized DU & 3 rd party signatures 3 rd Party Revises contract Accepts contract revisions? Proposes contract revisions? Signs and returns to Originator at DU Sends signed contract to Budget Officer (department or division keeps original) Office of University Counsel performs legal review (includes review by other experts as needed) Contract revisions? Y Retains copy for files N Counsel approves contract and signs contract routing form N Y Y Sends copy of contract to Purchasing for processing, if necessary, and final copy to University Counsel Assists originator with paperwork (including contract routing form), if necessary Performs budgetary and insurance review Further review by Budget Officer & Originator Approved? Y N If required, (1) obtains competitive bids and/or (2) completes specific reviews mandated by the University’s Board of Trustees BEFORE a contract is initiated with a 3 rd party (e.g., new technology application review, capital projects review, etc.) Paperwork complete? Y Stakeholders and administrative reviewers advise originator of feasibility of product, service, program, event, etc. End N Identifies 3rd Party & conducts initial discussion of service (product) to provide or to be provided (creates relationship) N Obtains authorized DU signatures Identifies need; discusses feasibility with stakeholders and administrative reviewers Provides DU with contract * End

24. September 2007© 2007 University of Denver24 CONTRACT REVIEW PROCESS University Counsel Procedures Originator submits contract to Office of University Counsel for review Originator submits contract to Office of University Counsel for review Contract logged in and referred to attorney for review (University Counsel, Assistant University Counsel or outside counsel) Contract logged in and referred to attorney for review (University Counsel, Assistant University Counsel or outside counsel) Confirmation of receipt of contract for review sent to Originator Confirmation of receipt of contract for review sent to Originator

25. September 2007© 2007 University of Denver25 CONTRACT REVIEW PROCESS University Counsel Procedures CONTRACT ROUTING FORM..\Forms\DUContractRoutingForm04.01.2007 _003.doc..\Forms\DUContractRoutingForm04.01.2007 _003.doc

26. September 2007© 2007 University of Denver26 CONTRACT REVIEW PROCESS University Counsel Procedures University Counsel reviews contract University Counsel reviews contract If no changes required, contract approved. If no changes required, contract approved. If changes required, University Counsel prepares modification memo or revises contract. If changes required, University Counsel prepares modification memo or revises contract.

27. September 2007© 2007 University of Denver27 CONTRACT REVIEW PROCESS University Counsel Procedures University Counsel reviews contracts for form and legal sufficiency, for example University Counsel reviews contracts for form and legal sufficiency, for example What is the contract term? What is the contract term? Are the deliverables clearly outlined? Are the deliverables clearly outlined? When is payment due? When is payment due? What are the termination provisions? What are the termination provisions?

28. September 2007© 2007 University of Denver28 CONTRACT REVIEW PROCESS University Counsel Procedures Other considerations: Other considerations: Does the person signing the contract have authority to sign it? Does the person signing the contract have authority to sign it? Does it contain dispute resolution provision? Does it contain dispute resolution provision? Does the contract require the University to do something it cannot legally do or is against University policy? Does the contract require the University to do something it cannot legally do or is against University policy?

29. September 2007© 2007 University of Denver29 CONTRACT REVIEW PROCESS University Counsel Procedures University Counsel does not determine the substance of a contract, e.g. University Counsel does not determine the substance of a contract, e.g. The deliverables. The deliverables. The amount of fees to be paid. The amount of fees to be paid. When services will be performed (the term). When services will be performed (the term).

30. September 2007© 2007 University of Denver30 CONTRACT REVIEW PROCESS University Counsel Procedures University Counsel review ensures that specific contract provisions protecting the University are included in the contract University Counsel review ensures that specific contract provisions protecting the University are included in the contract University Counsel may draft a contract and, if needed, participate in the negotiation of contract terms University Counsel may draft a contract and, if needed, participate in the negotiation of contract terms Modification Memo and/or contract returned to Originator for changes and approval of changes by 3rd party Modification Memo and/or contract returned to Originator for changes and approval of changes by 3rd party

31. September 2007© 2007 University of Denver31 CONTRACT REVIEW PROCESS University Counsel Procedures Originator is responsible for making or submitting to 3rd party changes to the contract and the return to University Counsel of the revised contract for approval Originator is responsible for making or submitting to 3rd party changes to the contract and the return to University Counsel of the revised contract for approval If all changes are not made, University Counsel returns contract to originator for additional changes If all changes are not made, University Counsel returns contract to originator for additional changes If all changes are made, contract and approved contract routing form forwarded to Originator to obtain authorized signature If all changes are made, contract and approved contract routing form forwarded to Originator to obtain authorized signature Once approved, contract may be sign by authorized signatory Once approved, contract may be sign by authorized signatory

32. September 2007© 2007 University of Denver32 CONTRACT REVIEW PROCESS Form contracts that have been previously reviewed and approved by University Counsel do not have to be submitted for review before each execution unless substantive changes have been made. Form contracts that have been previously reviewed and approved by University Counsel do not have to be submitted for review before each execution unless substantive changes have been made. Please confirm with University Counsel regarding the use and execution of approved form contracts. Please confirm with University Counsel regarding the use and execution of approved form contracts.

33. September 2007© 2007 University of Denver33 CONTRACT REVIEW PROCESS Consequences of failure to follow policy: Consequences of failure to follow policy: Contract may be void or voidable Contract may be void or voidable Employee may be subject to disciplinary action and/or personal liability Employee may be subject to disciplinary action and/or personal liability University subject to audit findings (an area of potential control weakness, policy violation, financial misstatement, or other issue identified during the University’s audit and reported to the Board of Trustees.) University subject to audit findings (an area of potential control weakness, policy violation, financial misstatement, or other issue identified during the University’s audit and reported to the Board of Trustees.)

34. September 2007© 2007 University of Denver34 CONTRACT REVIEW PROCESS For more information The Contract Review policies and procedures are located at the Office of University Counsel’s website at: http://www.du.edu/counsel