POSITION SUMMARY

Provides in-house legal counsel to Procurement depart staff and other internal clients in accordance with General Counsel’s direction & established Institute policies & procedures.  Assists the Sr. Director in providing hands-on training & professional guidance to Procurement staff on best practices & applicable procurement standards & requirements, including under the Office of Management and Budget (OMB) & regulations such as the Procurement Standards defined in 2 CFR 200 “Uniform Administrative Requirements, Cost Principles, & Audit Requirements for Federal Awards §200.317 – 200.326, Federal Acquisition Regulations (FAR) & Defense Acquisition Regulation Supplement (DFARS) as applicable to each funding source.  Assists Sr. Director in the development, documentation & implementation of a strategic contracting program for the Institute to include the establishment, review & ongoing maintenance of written policy, procedure manuals, forms, clause libraries, templates, training documents & process maps.  Informs & promotes department services to all suppliers, researchers, faculty & staff.  Interacts with & serves cross-functional business leaders throughout the Institute, advising on legal risks, business strategies & other issues related to the contracts. The successful candidate will possess exceptional business judgment, creativity, & an understanding of an academic, biological sciences environment. The day-to-day work requires collaboration with many levels of employees, as well as strong time management to prioritize & efficiently manage work-loads in a fast-paced, service-oriented environment.  Contracts will involve Institute templates, third party templates & original drafting for new or unique transactions.

 ESSENTIAL FUNCTIONS

Procurement Transactions and other Business Contracts (75%)

Contracts

• Consistent with all directives of the Sr Director & General Counsel, provide legal representation during procurement contract negotiations to establish contracts to support the goals of the Institute.
• Draft & negotiate wide range of commercial contracts including statements of work & specification writing for formal Request for Proposals (RFP).
• Create legal solutions to fulfill the Institute’s procurement needs while mitigating potential legal risks, managing costs & complying with Institute policies and applicable laws and regulations.
• Provide legal services to efficiently complete transactions while protecting the best interests of the Institute, as well as its integrity, reputation, assets, officers & employees.
• Leverage legal expertise to create practical solutions to meet operational priorities requiring supplier support with or without established precedent.
• Prepare, develop & establish complex procurement contracts through supplier negotiations & in consultation with Procurement staff and Institute clients.
• Conduct difficult contract negotiations independently.
• Create, revise, review, negotiate, administer & oversee Institute's procurement contracts & unique agreements to buy goods & services.
• Analyze & assess impact, risk, business need, relevance to Institute mission for proposed business contracts.
• Negotiate, write & edit high quality, Institute-favorable contracts & statements of work, & create legal solutions to fulfill the Institute’s procurement needs while prioritizing & mitigating potential legal risks.
• As is reasonable under the circumstances of each transaction, review & provide suggested redlines & potential risk summaries for various incoming contracts & proposals including product supply agreements, services agreements, technology & software agreements, consulting agreements, confidentiality agreements & other business & legal documents.
• Create draft contracts & statements of work using approved templates & clauses.

Templates

• Maintain & improve contract templates & language libraries.
• Build and improve standard form agreements and legal processes that scale globally.
• Update current contract templates &  develops new templates, as necessary.

Procedures/Compliance/Laws & Regulations

• Help Senior Director improve and maintain internal sourcing & contracting procedures & revise as needed to improve efficiency & effectiveness.
• As needed, serve on Institute committees to develop policies and procedures that enhance and promote not only the mission of the Procurement Services Department but also the overall mission of the Institute.
• Under the supervision and guidance of the Senior Director, implement and apply new operating policies, laws, regulations, guidelines and procedures that affect the department and help ensure ongoing compliance.
• Effectively interpret & apply laws, regulations and policies.
• Maintain adequate & accurate documentation to ensure compliance with applicable federal, state, other regulatory agencies & the Institute’s internal audit requirements for records management & procurement of specialized commodities and services.
• Diplomatic management and negotiation to balance the expectations and requests of internal clients & suppliers with the need to ensure compliance with Institute, agency, state and federal guidelines, policies and procedures to protect the Institute.
• Ensure contracts comply with the OMB’s UG & other agency requirements.
• Ensure contracts comply with FAR and DFARS flow down requirements when federal contract funding is involved.

Advice/Counsel

• Communicate to deal teams, raise salient issues, propose strategies to limit risk, help complete transactions & advise clients on compliance with deal terms.
• Interpret executed agreements & advise management of rights and obligations.
• Provide guidance & leadership in resolving contractual disputes.
• Make recommendations & offer guidance & legal advice to Procurement staff  & Institute clients & management, consistent with Institute policies and federal, state & local laws, based on professional experience, knowledge & through coordination with General Counsel.
• Identify and inform appropriate stakeholders of business and legal risks.
• Deliver timely, pragmatic, & business-focused legal counsel to internal business clients, even in ambiguous situations.
• Apply experience & expertise to procurement and other commercial transaction matters, including day-to-day contract counseling, advising stakeholders of potential risks in contractual areas & propose practical risk mitigation strategies.
• Provide creative & legally sound solutions for resolution of disputes with commercial business partners.
• Provide counsel, consultation, direction & advice to Buyers, researchers, fund managers and Institute administrative staff on matters pertaining to applicable laws & regulations, including terms and conditions of purchase, contracts & grants laws and regulations, contract law, implementation of Institute, state and federal policies & procedures.

Procurement Department Other

• Analyze metrics & technical data, e.g. product and pricing information, customer satisfaction, supplier performance & compliance.
• Respond promptly to legal requests from internal client teams; manage priorities & work independently.
• Work effectively with all levels of employees across the Institute.
• Plan, direct, and implement procurement programs and initiatives, coordinate special projects, and oversee department-wide problem avoidance & resolution activities.
• Customize RFl/RFQ/RFP documents, contracts and clauses to fit specific situations and develop specifications for challenging procurements.
• Employ excellent customer service, effective supplier relationship management, team work, project management & conflict resolution skills at all times.
• Resolve organizationally sensitive procurement issues as assigned.
• Assist in the evaluation of bids and bidder selection.
• Provide customer service to internal clients regarding the contract request and review process.
• Effectively use & provide feedback on Institute’s eProcurement contract management system including content management, administration, upgrades, & workflow.
• Effectively market the services and garner support and understanding of the services offered & mission of the Procurement Services & General Counsel departments to clients & suppliers.
• Understand and fully leverage all Institute systems, including the eProcurement system and others, for the successful implementation of contract management solutions and have the ability to learn & apply future technology and systems.

Training

• As requested, create training materials, participate in or conduct training seminars for staff pertaining to Institute compliance for procurement contract matters.

Contract Management (10%)

• Keeps abreast of and informs General Counsel and Senior Director about contract laws that may affect current and future contract negotiations and templates.
• Helps oversee contract lifecycle management including files, documents & databases to ensure contracts are kept current, renewed as necessary and closed out properly.
• In collaboration with Directors and Procurement staff, assists with tasks to monitor compliance to the key performance indicators agreed to in contracts to ensure awarded contracts are meeting the expectations of all parties involved. Drafts amendments and corrective action statements as requested.
• Avoids and reports any situation which may create a conflict of interest, or the appearance of one, per federal, UG, Institute, and departmental policies.
• Utilizes and promotes best procurement contracting practices and the highest ethical standards at all times.
• Participates in business reviews with strategic suppliers and key stakeholders to review contract concerns or provide clarification when necessary.

Institute Legal Support (10%)

•  Provides legal support to the General Counsel upon request and as directed, on as needed basis.
• Work with outside counsel as required.
• Handle special projects, as assigned.

Continuous Improvement & Other Duties (5%)

• Continually assess the contract life cycle to identify non-value add steps. Recommend improvements and implement approved projects and assignments to increase value, create operational efficiencies, improve customer service, mitigate risks, ensure compliance and streamline processes.
• Investigate & stay current on new trends in procurement contracting and stays abreast of changes in the law, market, best in class processes, and technology that may affect the Institute.

EDUCATION

 Required

• Juris Doctor degree from ABA accredited law school
• Bar member in good standing and qualified for in-house practice of law in California

 Preferred

• Licensed to practice law in California with membership active and in good standing

 EXPERIENCE

 Required:

• Minimum 6 years of comprehensive legal experience in contract negotiation, & drafting various contract structures for commercial & business transactions and/or procurement contracts including master agreements, short & long-term agreements & multi-party transactions.
• Strong track record of direct client interaction and advice, providing both long-term strategic & day-to-day legal counsel.
• Experience and judgment to identify & address potential risks and liabilities related to complex multi-faceted projects, contractual terms and business decisions & get deals done.
• Demonstrated experience negotiating, redlining, editing, proofreading & writing contracts that comply with OMB’s UG, FAR and DFARS & other agency requirements in a non-profit research or academic setting funded by federal contracts & grants.
• Demonstrated history of excellent management skills and business judgment showing a capacity to make decisions and give advice that demonstrates an understanding of overall business objectives & the risks/rewards of each situation.
• Previous experience researching, writing, and communicating effectively with a non-legal audience in a manner that conveys standard contracting and commodity terminology, procurement policies & procedures, action plans, ideas & information.
• Proven learning agility as evidenced in past experience.
• Previous participation in projects to reduce costs & improve contracting processes as reflected by practical experience.
• Previous success in managing relationships with suppliers and internal clients through communication, performance metrics, change management & consensus building.
• Demonstrated past experience in negotiating & exchanging ideas with others to build consensus & arrive jointly at decisions, conclusions or solutions that are mutually accepted.
• Previous demonstrated success in project management that included setting project objectives, determining & addressing potential barriers, identifying required resources, outlining process steps, setting milestones and adjusting action plans to outcomes to achieve timely completion of assignments.

Preferred:

• Work experience in higher education, biotechnology or non-profit research environment.
• Law firm experience as a transactional attorney.
• Experience working with Enterprise Resource Planning (ERP), eProcurement, inventory management, customer service and/or financial systems, such as any of the following specific systems/programs: SCT Banner, Jaggaer/SciQuest, & Business Objects (Crystal Reports).
• Experience in writing and negotiating contracts for common commodities used in a research environment. Examples include life science consumables, capital equipment, chemicals, technology products & services, furniture, animal research supplies, maintenance and operating supplies, janitorial products and services, safety supplies, consulting engagements, professional & technical services, etc.

 SKILLS AND ABILITIES

 Required

• Professional experience with and subject matter expert of procurement law; the ethical & legal standards governing relationships between buyers and sellers; sound business practices; & general procurement processes, principles & trends.
• Must possess an advanced and expert knowledge and thorough understanding of the effect of legislative enactments on contract and procurement law.
• Demonstrated business acumen in the analysis of legal risks & employing a business-friendly approach to legal problem solving. Exercise sound judgment & reasonable tolerance of risk in performance of all job duties.
• Sustains & exemplifies good morale & productivity that will contribute to a positive team spirit especially during times of change. Maintains positive and professional demeanor & relationships with departmental staff & all others at the Institute.
• Strong understanding of applicable laws and regulations, including the Uniform Commercial Code, federal, state and agency regulations, safety requirements and Institute policies & procedures.
• Utilize advanced project and time management skills to follow through & achieve timely, desired outcomes with minimal supervision. Ability to work independently and under pressure, manage multiple concurrent projects, tasks & responsibilities while maintaining personal effectiveness & professionalism.
• Efficient, results-oriented approach & organizational skills to prioritize & manage workload effectively while adjusting to changing priorities, interruptions & time-critical deadlines.
• Maintain the strictest confidentiality including attorney-client privileged communications.
• Inherent listening skills to accurately interpret what others are saying.
• Excellent ability to analyze complex information, situations, problems, policies and procedures & to formulate logical & objective conclusions from fact, situations, data & observations.
• Ability to make recommendations & independently interpret information based on the application of various disciplines engaged. Exercise sound business judgement & a reasonable tolerance of risk in the performance of all job duties.
• Must be able to independently exercise initiative, mature judgment and follow up to resolve problems & take actions based on understanding & analysis of all factors involved.
• Strategic thinking to gauge the feasibility and impact of proposed contract & agreement structures to ensure successful implementation & acceptance by all stakeholders. Clearly articulate recommendations, set goals & take actions within job scope and delegated authority.
• A strong customer-service focus, excellent interpersonal & persuasive skills including the ability to coordinate, cooperate & work with diverse groups & some difficult individuals, both within & outside of the Institute, & exercise diplomacy to accomplish assigned tasks.
• Ability to lead and advise cross-organizational workgroups, work collaboratively with individuals and groups from a wide variety of backgrounds and organizational levels, to incorporate their ideas, adapt to their needs and to form consensus in appropriate situations.
• Ability to exchange ideas and information with staff, clients and suppliers to successfully resolve conflicts & arrive jointly at decisions, contractual terms, solutions or conclusions. Must be able to build & maintain strong, cross-functional relationships with all levels of employees and management & foster a cooperative, professional work environment that contributes to the productivity & well-being of the Institute.
• Ability to quickly build trust and gain respect while working effectively with individuals & groups from a wide variety of backgrounds & organizational levels.
• Ability to disarm anger & constructively handle complaints. Ability to mediate differences among large numbers of organizational groups with differing and often conflicting goals & motives.
• Demonstrated skill in researching & evaluating information, preparing concise, well-organized reports, contracts, documents, summaries, correspondence, presentations & policy documents and then responding to rapid questioning on potentially challenging topics from clients, staff, external attorneys and suppliers.
• Excellent computer skills with a demonstrated high level of proficiency in the Microsoft suite of productivity applications such as Word, Excel, PowerPoint, Project, Outlook and Visio and Adobe Acrobat Pro.
• Excellent written communication skills including the ability to compose letters, reports or other documents of a simple or intricate nature which clearly convey or request accurate information and/or systematically analyze and argue complex issues.
• Deep understanding of common terms including deliverables, terms and conditions of purchase, fees, liability & indemnity, data security, confidentiality and termination.
• Skilled in legal research.

Preferred:

• Proficient skill utilizing eCommerce/eProcurement/Contract Management software, eSignature software, Microsoft Project, Visio, or other productivity software applications.
• Familiarity with audit, control and accountability methodologies as defined in the OMB’s UG, and the applicable FAR and DFARS under federal contract awards.
• Familiarity with the full spectrum of supply chain and procure-to pay processes and related administrative functions including procurement interrelationships involving requesters, buyers, logistics operations, disbursements, equipment and property management, common carriers, suppliers and customs brokers.

SPECIAL CONDITIONS OF EMPLOYMENT

•  Must be willing to work in an animal-related research environment.
• Satisfactory completion of the Institute’s background investigation.
• Able to work a flexible schedule based on staffing, workload, and deadlines.
• Execution of Salk's Employee Confidentiality Agreement and Procurement Addendum is required.
• Annual conflict of interest disclosure required.

PHYSICAL REQUIREMENTS

This position will constantly be adjusting focus, seeing, sitting, analyzing, reading, reasoning, writing and working inside. 

Equal Opportunity Employer/Protected Veterans/Individuals with Disabilities

The contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the contractor’s legal duty to furnish information. 41 CFR 60-1.35(c)