WELCOME TO

1. WELCOME TO THE UCONN CONTRACT SEMINAR November 29, 2006

2. 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: http://www.osp.uconn.edu/subawards.php For Purchasing Contracts: http://www.purchasing.uconn.edu/ Also, to determine whether a Purchasing-related contract already exists for a product or service you desire, please visit: http://www.purchasing.uconn.edu/contracts/contracts.php For All Other University Contracts/Agreements: http://contracts.uconn.edu a/k/a http://psa.uconn.edu In the event you need additional clarification, please contact the following University contract liaisons: For Grant Funded Personal Service Agreements: nancy.labonne@uconn.edu or 486-4336 For Purchasing Contracts: sharon.alexander@uconn.edu For Personal Service Agreements: debbie.carone@uconn.edu 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: laurie.allard@uconn.edu.

3. 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 perform. • 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].

4. I have to write a University Contract, HOW? Go to the Contract web sites located at: NON GRANT FUNDED: GRANT FUNDED: HTTP://contracts.UCONN.EDUhttp://www.osp.uconn.edu/subawards.php HOW IS YOUR AGREEMENT FUNDED? By Grant or University Funds? Click on the link identified for your particular funding source: -University-Funded PSA OR -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 Debbie.Carone@uconn.edu

5. 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.]

6. 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 representative. • 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.

7. 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.

8. PSA REQUIREMENTS . . . • Use only the Electronic PSA Forms available on the University’s contract web pages: http://contracts.UConn.edu and http://www.osp.uconn.edu/subawards.php. # 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.

9. 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 http://contracts.UConn.edu. Grant contracts may be found at http://www.osp.uconn.edu/subawards.php. • 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 . . .

10. 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. OFacility 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 agencies; • 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.

11. 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.

12. MINIMUM PROVISIONS IN EVERY 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 includebothStart & 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 needed. 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 provide;

13. 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. . .”

14. 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 attachment. 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.

15. 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.

16. 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: CLAIMS AGAINST THE STATE 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. 

17. 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 . . .

18. 16 Most Common Contract Flaws • Lack of Required Detail or Vague Scope of Work – Who, What, When, Where, & How? • Lack of Detail, Errors or Inconsistencies in Cost Section [i.e. no maximum amount, itemized budget, rate of pay or receipts provided] • Contractor’s Name Does Not Conform to Signature • Contract Services Begin Before Approval by AG Office • 5. Page 2 of PSA – “Terms and Conditions” - is missing or terms are altered

19. 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 Contractor 12. Inconsistencies in Terms Between Contract & Subsequent Pages

20. 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]

21. AFFIDAVIT CERTIFICATION REQUIREMENTS FOR STATE CONTRACTS

22. Certifications/Affidavits Must comply with the State’s contract affidavit requirements, further described at: http://www.opm.state.ct.us/secr/forms/ContractAffidavitRequirements.htm As of July 13, 2006, there are six types of certifications/affidavits required for State contracts: (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:

23. 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. 

24. Contract Signing Authority DelegationUConn 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. CONTRACT SIGNING AUTHORITY 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 expenditure 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:http://www.vcba.uconn.edu/signature.pdf

25. Accounts Payable Form

26. 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 liaison.*** 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 contract • 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 10a-108

27. 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 language • 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

28. 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 agreements 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 http://www.claims.state.ct.us 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 http://www.opm.state.ct.us/secr/forms/ContractAffidavit Requirements.htm

29. 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

30. 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: NAME RELATIONSHIP TO CONTRACTOR PHONE E-MAIL ADDRESS __________________________________________________________________________________________ (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 document.] __________________________________________________________________________________________ (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 __________________________________________________________________________________________