UNIVERSITY OF DENVER
Contract Review Process
Policy and Procedures
September 2007
© 2007 University of Denver
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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.
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Contract Review Process: Background
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
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
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Contract Review Process: Background
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.

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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.
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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.
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Contract Review Process : Background

In general, obligations that should be submitted for
contract review include, but are not limited to:
 Goods and services
 Real estate
 Employment
 Professional and consultant services
 Affiliations (i.e. memoranda of understandings)
 Amendments of existing contracts
 Assumption of risk and releases
 Registration forms for events
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Contract Review Process: Background
Contracts
may only be
signed by individuals
with authority from the
Board of Trustees.
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Contract Review Process: Limits of Authority
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Chancellor (unlimited)
Vice Chancellor for Business and Financial Affairs
(unlimited)
Provost (up to $250,000)
Controller (up $250,000, up $1.5 million related to
sponsored programs)
Assistant Vice Chancellor for Business and Financial
Affairs ( up to $50,000)
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 University Technology Services
(up to $50,000 for computer related activities)
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Contract Review Process: Limits of Authority
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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)
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)
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)
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Contract Review Process: Limits of Authority
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.
 Requests for additional Authority must
be made through the Office of University
Counsel.

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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.
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CONTRACT REVIEW PROCESS

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.
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CONTRACT REVIEW PROCESS

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.
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CONTRACT REVIEW PROCESS

UNIVERSITY INSURANCE POLICIES AND
PROCEDURES

Tenant User Liability Insurance (TULIP),
is available for 3rd parties who do not
have insurance that are using University
facilities. TULIP is event specific and
does not provide continuous coverage for
the 3rd party. TULIP provides a $1 Million
layer of protection to the University for
General Liability coverage.
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CONTRACT REVIEW PROCESS

UNIVERSITY INSURANCE POLICIES AND
PROCEDURES
 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
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CONTRACT REVIEW PROCESS
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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.
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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
(1) the contract accomplishes the intended
purposes; and
(2) does not present any burdensome or
unintended liability risks.
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CONTRACT REVIEW PROCESS

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.
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
Contract Review Process
University Counsel approval is only one
step in the University Contract Review
Process
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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.
Not complying with other administrative or
departmental reviews will delay review of the
contract by University Counsel.
www.du.edu/bfa
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CONTRACT REVIEW PROCESS
 Modified
Contract Review
Process
 Exceptions to Process
 Office of Research and
Sponsored Program
 Purchasing (i.e. Purchase
Orders)
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CONTRACT REVIEW PROCESS
PROCESS FLOW CHART
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3rd Party
* NOTE: If 3rd party does not provide contract, Originator works with Budget
Officer and University Counsel to draft a DU-originated contract for review by
the 3rd party.
Provides DU
with contract *
Originator
Identifies need;
discusses feasibility
with stakeholders
and administrative
reviewers
Y
Revises contract
End
N
Proposes
contract
revisions?
N
Accepts
contract
revisions?
Y
Y
Identifies 3rd Party
& conducts initial
discussion of service
(product) to provide
or to be provided
(creates
relationship)
Obtains & completes
paperwork (including
contract routing form)
with assistance of
Budget Officer
Obtains
departmental
signatures
Budget Officer
Assists originator
with paperwork
(including
contract routing
form), if
necessary
Approved?
N
Reviews contract terms.
Completes contract routing
form checklist and confirms
receipt of entire contract.
If an addendum, attach copy
of original contract.
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
3rd party (e.g., new
technology application
review, capital projects
review, etc.)
Further review
by Budget
Officer &
Originator
Performs
budgetary and
insurance
review
Sends signed
contract to Budget
Officer (department
or division keeps
original)
Risk Mitigation
(formal reviewers)
Counsel
approves
contract and
signs contract
routing form
Retains
copy for
files
Y
N
Obtains
authorized DU
signatures
Sends copy of contract to
Purchasing for processing,
if necessary, and final copy
to University Counsel
Office of University Counsel
performs legal review
(includes review by other
experts as needed)
Stakeholders and
administrative reviewers
advise originator of
feasibility of product,
service, program, event,
etc.
Obtains
authorized
DU & 3rd
party
signatures
Signs and
returns to
Originator at
DU
Y
Paperwork
complete?
Contract
revisions?
N
End
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CONTRACT REVIEW PROCESS
University Counsel Procedures
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)
 Confirmation of receipt of contract for
review sent to Originator

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CONTRACT REVIEW PROCESS
University Counsel Procedures
CONTRACT ROUTING FORM
..\Forms\DUContractRoutingForm04.01.2007
_003.doc
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CONTRACT REVIEW PROCESS
University Counsel Procedures

University Counsel reviews contract
 If no changes required, contract
approved.
 If changes required, University
Counsel prepares modification
memo or revises contract.
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CONTRACT REVIEW PROCESS
University Counsel Procedures

University Counsel reviews contracts for
form and legal sufficiency, for example
 What
is the contract term?
 Are the deliverables clearly
outlined?
 When is payment due?
 What are the termination
provisions?
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CONTRACT REVIEW PROCESS
University Counsel Procedures
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Other considerations:
Does the person signing the contract
have authority to sign it?
 Does it contain dispute resolution
provision?
 Does the contract require the University
to do something it cannot legally do or is
against University policy?
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CONTRACT REVIEW PROCESS
University Counsel Procedures

University Counsel does not
determine the substance of a
contract, e.g.
 The deliverables.
 The amount of fees to be paid.
 When services will be performed
(the term).
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CONTRACT REVIEW PROCESS
University Counsel Procedures
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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
Modification Memo and/or contract
returned to Originator for changes and
approval of changes by 3rd party
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CONTRACT REVIEW PROCESS
University Counsel Procedures
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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
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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
Once approved, contract may be sign by
authorized signatory
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CONTRACT REVIEW PROCESS
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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.
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CONTRACT REVIEW PROCESS
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Consequences of failure to follow
policy:
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Contract may be void or voidable
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.)
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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
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