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									 WELCOME TO

 November 29, 2006
        The Office of the Attorney General would like to welcome all of you to our contract
training session. After the seminar, if you would like to review the information discussed
today, please visit the following University web sites for further information:

For Grant Funded Contracts:

For Purchasing Contracts:
        Also, to determine whether a Purchasing-related contract already exists for a product
or service you desire, please visit:

For All Other University Contracts/Agreements:

       In the event you need additional clarification, please contact the following University
contract liaisons:

For Grant Funded Personal Service Agreements: or 486-4336

For Purchasing Contracts:                    

For Personal Service Agreements:             

If the University contract liaisons in these departments are unable to answer your question,
they will contact this office for further guidance and get back to you.

        Following the seminar, if you have any unresolved questions, please e-mail Laurie
Allard in the Office of the Attorney General, who will log your request and forward it to the
appropriate party for response. Her e-mail address is:
What IS A University Contract?

   A University contract takes many forms; however, they all share the
    same standard requirements.

   Contracts are written, legally-binding agreements between the
    University and another entity or entities to obligate all parties to

   A contract must be a “four corners” document. This means that the
    contract must be a cohesive document incorporating all terms,
    conditions and information that would otherwise be contained in an
    attachment, appendix or exhibit.

   All sections must be numbered [i.e. standard outline form].

   All pages must be numbered sequentially [1 of 5].
    I have to write a University Contract, HOW?
Go to the Contract web sites located at:


By Grant or University Funds?
Click on the link identified for your particular funding source:
       -University-Funded PSA
       -Grant-Funded PSA
     Remember to start the process as early as possible and present
       your PSA to your University contract liaison preferably 60 days
       prior to the start of services.

    Contract Liaisons - Grant Funded       Contract Liaison - All Other
      Contracts                                       Contracts
    Antje Harnisch – Nancy Labonne                 Debbie Carone:
    486-3994       486-4336      
The Attorney General’s Office . . .

   One of the statutory duties of the Attorney General’s Office is to
    review contracts in which the State, through its officials, agencies
    and departments, is a party. The Attorney General’s Office reviews
    and approves a contract for legal sufficiency and form.
   As the University’s attorneys, we are available to those individuals
    who are responsible for drafting and negotiating contracts on
    behalf of the University. We provide legal advice; required contract
    language; interpretation of mandatory terms and conditions;
    guidance on drafting contracts and final review and approval.
   For the Attorney General’s Office to efficiently review contracts, it is
    imperative we receive all pertinent documents by fax or mail (not e-
    mail). The Office has developed a log system that tracks all
    contracts during the review process.
   All requests to the Office should be sent with a cover memo
    specifically stating what is being requested.
    [See attached cover sheet at end of presentation as a sample.]
The AGO (cont.)

When you submit a document for review, please provide the
  most recent draft and a memo detailing any problems you
  had negotiating terms with the contractor, along with the
  contact   information    for   the   contractor’s    legal
 Contracts executed by both parties should be first sent to
   the Attorney General’s Office at Storrs for review.
 After a complete review, the Storrs Office sends the contract
   to Hartford for approval.
 Contracts under $100,000 are reviewed and approved by
   Assistant Attorney General Richard J. Lynch. Contracts
   over $100,000 are reviewed by Attorney Lynch and
   forwarded to Associate Attorney General William Gundling
   for final approval.
Types of University Contracts:
   University contracts have many names; however, agreements that must be
    reviewed and approved by this office include: Personal Service
    Agreements; Letter Agreements; License Agreements; Memoranda of
    Understanding; Memoranda of Agreement; Facility Use Agreements;
    Affiliation Agreements; Vendor Agreements; Leases; Easements; Deeds;
    Landlord Recognition Agreements; Subordination Agreements, etc.

   Contracts (including Amendments) resulting in funding received by the
    University (i.e. Facility Use Agreements, Leases, etc.) up to $100,000 and
    those with expenditures by the University of $3,000 or more must be
    reviewed and approved by the Department Head of the Education
    Department of the Office of the Attorney General.

   Contracts (including Amendments) over $100,000 must be executed by an
    Associate Attorney General.

   All contracts submitted for review and approval must be executed prior to
    the start of service.

   If you have questions regarding payments to a contractor, please contact
    Accounts Payable at 486-4137.
   Use only the Electronic PSA Forms available on the University’s contract
    web pages:

#   Remember, all signatures must be original and dated and any revisions
    must be initialed by all signatories.

   Corporate Resolutions or signing authority documentation must be original
    documents certified ON or AFTER the date contractor signs.

   For Descriptions, Give Concise Details – Who, What, When, Where, and
    How – Remember these for a well-written and legally-sufficient contract.

   A contract must be extended by written Amendment, which must be
    submitted for approval to the Office of the Attorney General (OAG)
    BEFORE the end date of the original contract. Amendments must
    include the original PSA and any prior amendments. They must also
    clearly define any revisions to the original.

   An expired contract may not be amended – a new one must be
    written instead.
What IS a PSA?
   The Personal Service Agreement is a written contract for professional or
    technical services between UConn and an individual, partnership or
    corporation for services that are infrequent or unique.

   The PSA (Elec.Form 802A) is located at Grant
    contracts may be found at

   A PSA is used for non-employment related and specialized services (over
    $2,000) that are not issued by Purchase Order and where competitive bidding is
    not required. If you have questions regarding what form to use, call Purchasing
    at 486-2619.

   All PSAs $3,000 and above require approval of the Attorney General.

   A PSA should not have a term of more than one year.

   PSAs should not be used to pay a current or retired State employee.

   PSAs should not be used to pay a temporary employee or an adjunct.

While PSAs constitute the majority of University contracts, there are many
   more University contracts . . .
   For Use of State-owned property . . .

    Leases, Deeds, Easements, etc. comprise many of the property-related
    matters that affect the University and require the guidance of this office.

O   Facility Use Agreements permit a contractor to use/rent space owned by the
    University of Connecticut, a State agency;

   Any Agreement, Letter Agreement or Memorandum of Agreement between
    the State and a non-State entity can include monetary consideration or not, but it
    basically legally binds both parties to (work together);

   Memorandums of Understanding are typically agreements between State

   License Agreements may include agreements for the University to use
    software, equipment, etc.

   If you have any questions regarding the form your Agreement should take,
    please contact your contract liaison.
Purchase Order Contracts:
   A Purchase Order is a vehicle of payment to execute the financial obligations for the
    acquisition of goods or services. The majority of PO’s issued (nearly 70%) are under the
    competitive threshold of the University Purchasing Department’s authority to purchase from
    an identified company, pursuant to statute.

   Purchase Orders are used for goods and services that are generally of a technical or
    competitive nature and for which bidding may be desirable or required. These contracts are
    generally used for routine services where the scope of the vendor or consultant’s work can
    be clearly defined and the service is “deliverable” and for which payment is easily
    identifiable and negotiable.

   If you have any questions about whether you should be preparing a Purchase Order or a
    Personal Service Agreement for services, call your University contract liaison and they will
    determine what contract should be used.

   Purchase Orders should not be used to engage individuals who function with a SSN (not an
    FEIN) and where a PSA would be required (i.e., entertainers, artists, lecturers, etc). In
    addition, PO’s can be used to hire temporary services for professionals and non-
    professionals AFTER the department has clearance from UConn HR.
            STATE CONTRACT
Remember that all contract amendments must include any of the following language
   which is not present on the original contract:

Statutory Authority - See Box #34 of PSA [CGS §§ 10a-104, 10a-108] – [Public Acts older than
    2006 should use the statutory cite]

Term of Contract – Must include both Start & End* Dates –
   Work cannot begin until the contract is executed by both parties and approved by the Office
   of the Attorney General.

    *Contracts should not automatically renew and should be rewritten or amended annually if
    The Attorney General’s Office cannot approve an expired contract. If there is a need to
    amend one, this must be in writing and executed prior to the existing end date.

Termination or Cancellation Provisions – Box #9 on PSA must show the minimum
   number of days required for written notice to cancel the contract - usually 30, 60 or 90 days*.
   Also, automatic renewals are not permitted – only written amendments for extensions and
   revisions approved by both the University and the Office of the Attorney General;
          *Termination language must be included either in Box #9 and/or within the body of
   the contract.

Parties fully and accurately named in relation to signing authority documentation they
  Description of Services
Provide a complete, concise description of services.       A properly-drafted
    description answers the following questions - Who, What, When, Where and
    How your services are to be provided.

An example of a well-written description of services to provide interpreting services might say:
     “Provide interpreting services for two hearing-impaired students from the University of
     Connecticut Storrs Campus (R.R. and T.D.). RR is taking two classes for fall semester
     2006, totaling 68 class hours and TD is taking one class for the spring semester 2007,
     totaling 34 class hours. Interpreters will accompany RR and TD to all classes.”

An incomplete description of services in this case might state: “Provide interpreting
      services.” Without more detail, one couldn’t determine what should be paid if the
      services were not completely provided.

For more lengthy, complex descriptions of services, services should be written in
     standard outline format with numbered paragraphs and sequentially-
     numbered pages.

The PSA should be one seamless contract, using as many pages as necessary to
     include all four corners of your contract, including all terms, conditions and
     details of each party’s obligations. (Additional pages are a continuation NOT
     attachments to your contract.)

A departmental contact person and phone number must be present on all contracts.

If a description of services is lengthy, there should always be a reference at the bottom of Box
       #10 stating that the “Description of Services continues on page(s) 3, 4, 5. . .”
Cost and Payment Schedule/Budget Language

The Description of Services and Budget language should be presented up front.

Payment Terms should state the maximum amount payable (including all expenses and
     any applicable subcontracts).

Payment Rate must be detailed [hourly, daily, by task].

All Contracts MUST Have:
        (1.) A specific budget as to how the money was derived or allocated;
        (2.) Specific language that commits the contractor to following the actual budget
        described in each contract; and
        (3.) Budgetary information described in detail within the body of the contract, not as an

In committing a contractor to abide by a budget, it must be phrased clearly. Since, in most
      contracts, you are contracting for the specific performance of various categories of
      services, you would itemize each category in a budget and by using specific
      language, you would be obligating the contractor to abide by the budget as
      set forth in the contract.
Budgets, Continued

Budgets must state the maximum amount payable under the contract. If it becomes
   necessary to continue to another page to complete your budget language, please
   state “cost and payment schedule continues on page(s) 3-5, etc.”

An example of a well-written cost description might state:
   “The maximum amount payable under this contract shall not exceed
   $3,060.00. All hours shall be billed monthly at the rate of $30 per hour and
   shall be submitted by invoice in accordance with the payment terms. Payment
   to be made under the following schedule upon receipt of properly executed and
   approved invoices*] Contractor will be paid for at least 102 hours of
   interpreting time and for a maximum of 42 hours of travel time. All hours
   shall be billed at the rate fo $30 per hour, totaling $3,060.”

         *Note that this term is pre-printed on all PSA forms, but this language
   should be included on all University contracts.

Any contracts that include the exchange of foreign currency should be pre-reviewed
   by this office before execution.
Minimum Provisions (Cont.)

Governors’ Executive Orders #3, 14, 16, 17 and 7C.

Non-Discrimination Provisions and Campaign Contribution Restriction
  Provisions, pursuant to Conn. Gen. Stat. Sec. 9-333n(g).

Insurance that the contractor holds the State harmless and insures against
   any insurable cause whatsoever, applicable to the nature of the contract (See p.2
   of PSA “Insurance.”)

Governing law of the contract is only that of Connecticut

Chapter 53 “Claims Against the State” language, as follows:
          Contractor agrees that the sole and exclusive means for the presentation
   of any claim against the State of Connecticut or the University of Connecticut
   arising from this contract shall be in accordance with Chapter 53 of the
   Connecticut General Statutes (Claims Against the State) and Contractor further
   agrees not to initiate any legal proceedings in any state or federal court in
   addition to, or in lieu of, said Chapter 53 proceedings.
Contractor Signing Authority . . .

All Contractors/Vendors must:

Provide original corporate or secretarial certifications or
  resolutions adopted PRIOR to the execution of the contract
  and certified ON or AFTER execution and have an original
  corporate seal affixed (if any) near the signature. [If none,
  "L.S.“ [Locus Sigilli, Latin for “The Place of Seal” may be
  used]; and,

Include corporate signing documentation executed by someone
   authorized to do so. If it states only the officer’s title, a
   certification by a corporate officer which identifies the
   officer's name is also required.

Some acceptable forms follow . . .
  16 Most Common Contract
1. Lack of Required Detail or Vague Scope of Work – Who,
   What, When, Where, & How?

2. Lack of Detail, Errors or Inconsistencies in Cost Section
   [i.e. no maximum amount, itemized budget, rate of pay
   or receipts provided]

3. Contractor’s Name Does Not Conform to Signature

4. Contract Services Begin Before Approval by AG Office

5. Page 2 of PSA – “Terms and Conditions” - is missing or
   terms are altered
16 Most Common Contract Flaws (Cont.)

6.    Contract Pages Are Unnumbered and/or are not in
      Standard Outline Form

7.    Contract Signatures and/or Dates Are Missing

8.    Contract Expired Before Amendment Submitted

9.    Copy of Orig. Contract and Prior Amendments are not
      attached to new Amendment

10.   Crossed Out Language – Should be redrafted instead to
      eliminate impermissible terms

11.   Insufficient Signing Authority Documentation of Vendor or

12.   Inconsistencies in Terms Between Contract & Subsequent
16 Most Common Contract Flaws (Cont.)

13.   No Required Gift Affidavit Certifications Provided

14.   Impermissible Contractor Terms

15.   Requisite Connecticut Contract Language is Missing [i.e.
      Statutory Authority, Non-Discrimination, Claims Against
      State and Governors’ Executive Orders]

16.   Minimum Provisions are incorrect or missing [Term,
      Termination Provision, Insurance where
      vendor/contractor holds State harmless and Connecticut
      Governing Law]
Must comply with the State’s contract affidavit requirements, further
  described at:

As of July 13, 2006, there are six types of certifications/affidavits required for State
    (1) Gift Certifications
    (2) Campaign Contribution Certifications
    (3) Agency Certifications
    (4) Annual Contract Certifications
    (5) Consulting Agreement Affidavits
    (6) Ethics Affirmations (three choices).
         *Note: All certifications and affidavits must be executed on the same date
         that the contract is executed by the signatory. The proper forms and
         regulations for use of these documents are posted on the OPM web site at:
Certifications/Affidavits (Cont.)

 All State contracts over $50,000 now require: the Gift
  Certification; Campaign Contribution Certification; Agency
  Certification (executed by the individual who signed the contract
  on behalf of the University); Annual Contract Certification and
  the Consulting Agreement Affidavit, as well as the required
  Corporate Resolution/Signing Authority Documentation
  executed by contractors.

 Annual Contract Certifications are required once a year to
   update previously-submitted gift and campaign contribution
   certifications for State contracts with a value of $50,000 or
   more within a calendar or fiscal year.

 Contracts    over $500,000 are considered “large State
   procurement or construction contracts” and must include
   the three Ethics Affirmation forms.

 Please refer to OPM's website to get the most recent version of
   the certification forms. When selecting a form, click on the
   "Form #" - not the description.
                                    Contract Signing Authority Delegation
                                         UConn Board of Trustees
                                           June 22, 2004 Minutes
The BOARD OF TRUSTEES VOTED to approve the following as the approved signatories on University contracts, including design
     professional agreements and leases. In all instances the authority of the Health Center officers is limited to Health Center matters;
     the authority of officers for the Storrs-based programs is limited to Storrs-based matters.
       1. Signature authority as designated herein shall extend to all University contracts, except that any contract to retain audit-
             related professional services in any amount shall require the prior approval of the Audit and Compliance Committee of the
             Board of Trustees.
       2. The following officers may sign any and all agreements requiring the expenditure of funds that have been approved by the
             Board of Trustees:
                The President, the Provost and Executive Vice President for Academic Affairs, the Executive Vice President for Health
                     Affairs, any Vice President, any Vice Provost, the Athletic Director, any Associate Vice President, any Associate
                     Vice Provost, the Chief Financial Officers for the Storrs-based programs and the Health Center, and the Controllers
                     for the Storrs-based programs and the Health Center.
       3. The President, the Provost and Executive Vice President for Academic Affairs, the Executive Vice President for Health
             Affairs, the Chief Financial Officer of the Health Center or the Vice Provost for Research and Graduate Education only
             may sign any research contract in any amount provided that items over $100,000 be presented to the Board of Trustees
             as a subsequent information agenda item.
       4. The following officers may sign any agreement requiring an expenditure of up to $500,000 provided that items over $100,000
             be presented to the Board of Trustees as a subsequent information agenda item:
                The President, the Provost and Executive Vice President for Academic Affairs, the Executive Vice President for Health
                     Affairs, any Vice President, any Vice Provost, the Athletic Director, either Chief Financial Officer or, in the case of
                     research contracts, the Assistant Vice Provost of the Office of Sponsored Programs.
       5. In addition to those officers designated in #4 above, the following officers may sign any agreement requiring an expenditu re
             of up to $100,000:
       Any Associate Vice President
       6. In addition to these officers designated in #4 and #5 above, the following officers may sign any agreement requiring an
             expenditure of up to $50,000:
Any Assistant Vice Provost, any Assistant Vice President, either Controller or either Associate Controller.

7. Any officer designated in #4, #5 and #6 above may sign any agreement pertaining to student-related activities over which the
      University has fiscal oversight.
8. The Vice President and Chief Operating Officer and the Vice President for Operations may sign any and all design professional
      agreements in any amount, provided that the design work is for a UCONN 2000 project whose budget has already been approved
      by the Board of Trustees as part of the annual list of UCONN 2000 authorized projects. Any design contracts so approved over
      $100,000 shall be presented to the Board of Trustees as a subsequent information agenda item. In addition, the Director of
      Capital Project and Contract Administration may, in the case of design professional agreements, sign any agreement requiring an
      expenditure of no more than $100,000.
9. The President, the Provost and Executive Vice President for Academic Affairs, or the Executive Vice President for Health Affairs, as
      appropriate, is authorized to designate the University officers who may sign such other agreements, not involving the expenditure
      of funds, as are necessary to facilitate the business of the University.
To locate the Board’s most recent Signing Authority Delegation go to:
Accounts Payable Form
               Office of the Attorney General -Health and Education Department
               Hartford Office – (860) 808-5210 - Storrs Office – (860) 486-4241
                        CONTRACT REVIEW GUIDELINES for UCONN
                                        November, 2006

***Standard contract terms and condition language, applicability of specific provisions and/or
    questions regarding the form your contract should take should be directed to your contract

1.   Contractor name is accurate and consistent with signature authority documentation

2.   Contractor’s complete address

3.   State agency name and complete address

4.   Term of contract stated with both start date and end date

5.   Termination / Cancellation provision

6.   Contract must be signed and dated by all parties prior to expiration of contract
       Name of signatory and title should be typed under signature and title
7.   Amendments
       A copy of original contract, and all previous amendments must be submitted with
       Must be in writing
       There should be no provision for automatic renewals
       Amendments must be made prior to expiration of contract

8.   Statutory Authority must be referenced Connecticut General Statutes §§ 10a-104 and
9.   Description of Services
       Complete, concise statement of description of services which answer the questions:
       Who, What, When, Where and How services are to be performed
       Changes made prior to execution should not be made by crossing out language.
           Revisions should be eliminated instead.

10. Cost and Payment Schedule/Budget Language Should state the maximum amount
    payable under the contract. Complete, concise statement including all payment terms

11. Changes or deletions
      Language which is considered to be a mandatory contract term or condition can not be
        changed or deleted without express direction from the Office of the Attorney General
      Revisions to contracts prior to execution should be made by removing unwanted
      Changes or deletions to a contract after execution must be initialed and dated by both
        parties and deleted language neatly crossed out.

12. Attachments, appendices or exhibits
      A contract must be a “four corners” document. This means that the contract must be
         one continuous document incorporating all terms, conditions and information that might
         otherwise be contained in an attachment, appendix or exhibit.
      All sections must be numbered [i.e. standard outline form.]
      All pages must be numbered

13. Mandatory Executive Orders (issued by the Governor)
      Executive Orders No. 3 & 17 (Gov. Meskill), 16 (Gov. Rowland), and 7C (Gov. Rell)
      Executive Order No. 14 (Gov. Rell) re: cleaning supplies must be included on all
       applicable contracts
14. Statutory Requirements
      Non-Discrimination provisions, Connecticut General Statutes §§ 4a-60, 4a-60a
      State Elections Enforcement Commission, Connecticut General Statutes § 9-333n(g)
      Health Insurance Portability And Accountability Act (HIPAA) of 1996 (45 CFR Part 160-
         164), subparts A, C, and E, as applicable

15. Insurance
       Provision that contractor insures and holds UConn harmless
       State of Connecticut is self-insured
       State of Connecticut cannot indemnify contractor
       Please see your contract liaisons for appropriate language for use in affiliation

16. Governing Law & Claims Commissioner/Claims Against the State
      Contracts must be governed by the laws of the State of Connecticut
      Sole and exclusive means for the presentation of any claims against the State of
        Connecticut, including any agency or official of the State of Connecticut shall be in
        accordance with Chapter 53 of the Connecticut General Statutes
      Any claim against the State be must filed with the Office of the Claims Commissioner

17. Certification Requirements for State Contracts pursuant to Executive Order 7C
      Most contracts with a value of $50,000 or more require certifications/affidavits
      Certification/Affidavits form and information as to the requirements can be found at Requirements.htm
18.       Signature Authorization Documentation

             If the contractor is an individual signing the contract in his/her individual capacity,
              no signature authorization documentation is required

             With the exception of an individual signing in his/her individual capacity, ALL
              contractors must provide some type of signature authorization documentation
              clearly stating who is authorized to sign the contract on the contractor’s behalf

             Documentation must clearly state when and how such authorization was given

             Documentation must state that the authorization is still in full force and effect

             Documentation must be signed by someone other than the individual signing the
              contract ON OR AFTER date the contract is signed

             Corporate Resolution, Secretarial Certification or Ratification are acceptable forms
              of signature authorization documentation

             Samples and further information are located on the University contract web pages
              or may be acquired through your contract liaison
                                            Contract Review Submittal Request
                   Please complete and submit this form to the OAG in hard copy or fax to request contract review

Date:          _________
To:            Office of the Attorney General at the University of Connecticut
               343 Mansfield Avenue, Unit 2177
               Storrs, CT 06269-2177 Fax: 860 486-4369.
From:          _____________________________________________________________________________
               Department: __________________________     Phone: _________________________

Re:            Contract Review for ___________________________________________________________
                                                     [Provide complete name of contractor/vendor]
               Address of Contractor: _________________________________________________________

(1) Dean, Director or Department Head Name and Phone Number:
NAME                                       E-MAIL                             PHONE

(2) Contractor/Contractor Representative Contact Information:

(3) Please describe reasons for preliminary review, if there are any unresolved language disputes between the parties and
       identify the language by page number:

(4) List any attached related documents (Please attach former agreements/contracts/amendments or sub-agreements related to this

(5) Other Relevant Factors: Please list any time constraints – event, project or payment deadlines:

(6) The last date of contact between the parties and how that contact was made (phone, e-mail, meeting):

(7) Provide all related information documenting any negotiation of contract language to date (e-mail/ letter/file notes):

(8) Provide Name, Address, E-Mail and Phone Number of Contractor’s Legal Representative:
NAME                         ADDRESS                    E-MAIL                        PHONE

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