Contract Review Process

As outlined in the University of San Diego Policy 2.10.5, Contract Signature Authority and Review Policy, certain contracts meeting specific criteria which are unrelated to sponsored research are to be routed through the Office of the General Counsel (OGC) for review prior to signing. Noted below is the procedure for employees and departments to follow when processing contracts.

All university related agreements are subject to the following:

1. The person signing for USD must be authorized to sign (via an existing written delegation with respect to contract category and dollar amount).
2. Agreements or Orders with Terms and Conditions which meet the requirements below must be submitted to OGC for advance legal review prior to signing:
   
   • Agreements for $5,000 or more in spend/value per contract
   • Regardless of the amount of the contract, all contracts that involve unique risks and liability to the University
   • Exceed one year in commitment
   • Include indemnification or insurance provisions
   • Contain a proposed term that provides for jurisdiction outside San Diego, California, in the event of a dispute
   • Vendor requested changes to USD approved templates
3. Exceptions to this advance review requirement are any agreement for less than $5,000 in spend value per year with no sensitive subject matter or inherent risk to the university or contracts using templates previously approved by the Office of the General Counsel, so long as the template is used for the particular type of transaction and/or vendor for which its use was approved.
4. The department is responsible for submitting the previously approved template to the Office of the General Counsel at least every two years for further review and approval.

Externally Funded Projects

For any Externally Funded Projects please refer to the Office of Sponsored Programs website. Please follow the OSP Standard Contract Workflow in order to have your agreements reviewed.

Procurement

When a department or school needs to purchase a product or service, they should first check to see if Procurement Services has established a Preferred Vendor contract that could be used. If there are no Preferred Vendors for the products or service needed, bids must be solicited from at least three vendors for purchases of $10,000 or more. Please visit the Procurement Services Bidding Process website for more information. Once the vendor has been approved, then General Counsel may review terms, if needed, in accordance with our review process.

Risk Management

For questions regarding insurance terms or requests to change insurance requirements please contact Robin Eskow (reskow@sandiego.edu) in Risk Management.

Standard Contract Workflow

1. Departments review proposed contracts within their specific department (Contract Originator).
2. Departmental Contract Originators make the changes in the agreement based upon department/college reviews of business terms. These changes should be redlined in the agreement.
3. Once departments agree to perform terms and conditions of the contract then the agreement should be sent for approval of expenditures of money by the Budget Administrator ( or agree to provide goods or services, depending on agreement).
4. Contract Originator or Budget Administrator will forward any agreements that meet the requirements for advance review by OGC via email to generalcounsel@sandiego.edu.
5. OGC reviews contract language, legal terms and conditions, and may route contracts through appropriate channel (legal, risk, finance, etc) if needed.
6. OGC may have comments, questions, or suggested changes in the form of redlines to the contract. These will be sent back to the Contract Originator or Budget Administrator for further review and consideration.
7. If department agrees with the suggested changes then the Departmental Contract Originators discuss changes in the contract with 2nd party (vendor) and obtain approval to proceed with new contract language.
8. If there are any further requests from vendors or 2nd party, these should be sent back to OGC for review and approval.
9. Once all changes are “accepted” and an updated/clean contract is created then the agreement should be routed to the appropriate delegated signing authority.
10. Fully executed agreements should be uploaded through the Unimarket Contract Repository system. Please check with your office administrator or budget officer to determine who can upload the agreement for your department, school, or unit.

Please note, OGC requires 2 weeks for review and approval of agreements.

As always, if you have any suggestions/questions or need any clarifications, please feel free to reach out to the Office of General Counsel who is more than happy to assist.