1. What Is A University Contract?
A university “contract” is any written agreement, which creates a University obligation, whether or not it is entitled “contract.” Contracts include, but are not limited to, Personal Services Agreements, lectures, consulting or performance agreements, licenses, memoranda of understanding or agreement, and real property related transactional documents. An agreement may be a binding contract even though one party provides something of value to the other party at no charge (i.e. a Deed of Gift to the University). Therefore, the University may have an interest even though there is no financial transaction.
All contracts to which UConn is a party must be reviewed and approved by appropriate University officials and in consultation with the Office of the General Counsel and/or Attorney General. Signing a contract on behalf of UConn may have legal implications for the individual signatory and for the University. Therefore, contracts signed without obtaining legal approval may, if the University chooses not to honor the contract, result in personal liability for the individual who signs the contract. University administrators, faculty, staff or students who enter into unauthorized agreements may also be subject to disciplinary action, including dismissal.
2. Preparation of University Contracts
Departmental Responsibility. It is the responsibility of all University departments to negotiate the business concerns of their contracts with the contracting parties before submitting contracts for review and approval to the OGC/OAG. Also, contractors must be made aware that the State of Connecticut requires various contract provisions, affidavits and certifications depending on the type, term and amount of a contract.
Importance of Planning Ahead. Pursuant to University policy, all draft or final contracts should be submitted to your contract liaison, your contracting department, or the OGC as soon as possible, prior to the start of services. No services may begin until your contract is executed by the appropriate parties and approved by the University Board of Trustees (if required). Therefore, you need to build in sufficient time for your contract to be approved for signature by the University, for transmission to the contractor for review and execution and return to the University for final approval by the Office of the Attorney General if so required. Additionally, University contracts valued at $100,000 or more must be delivered to the Attorney General’s Office in Hartford for final review and approval. Given these steps, it is recommended that your contract be drafted three to four weeks before services are to begin. To summarize, University department should:
A. Prepare Draft Contract:
Department develops contract draft using the Submission Checklist as a guide to determine required and/or special provisions including state-mandated affidavits and certification forms. Note: Many pre-approved contract templates have been created by the University and may be obtained by contacting the OGC.
The correct legal name of the University must appear on all contracts as, “The University of Connecticut.” Share draft with pertinent departmental administrators to ensure all business terms are vetted and acceptable. Finally, be sure to state the maximum value of your contract for the complete term of agreement*, which amount determines (a) who at the University is authorized to sign it, and (b) what supplemental affidavits or certifications may be need to be executed.
*While the majority of University agreements involve an exchange of funds, some exchange only services or goods. Regardless, they may include impermissible language that should be reviewed.
To ensure correct form and legal sufficiency, all University contracts, agreements or documents may be submitted for pre-review to the OGC by you or your contract liaison via our online submission page See button above “Request Pre-Review.”
Required State Contract Provisions must be included in all University contracts, the deletion or revision of which require approval by the OAG. Note: These provisions are required terms regardless of type, term, cost or value (including income generating contracts). Any revisions [after contract is finalized] must be initialed by both parties at time of execution.
CT Required Contract Affidavits and Certifications. Unless exempted, the following affidavits and certifications are required by the State of Connecticut. Go to each link provided below for guidance or call your University contract specialist or the OGC for guidance. You may also visit the OGC webpage “Contract Forms & Documents” for instructions.
(1) Connecticut Nondiscrimination Certifications are required for ALL University contracts and their amendments (regardless of type, term, cost or value). This must be signed on or prior to the date Contractor executes the agreement; (http://www.ct.gov/opm/cwp/view.asp?a=2982&q=390928&opmNav_GID=1806)
(2) Notarized State Ethics Affidavits and Certification are required for contracts with a value of $50,000 or more in a calendar or fiscal year and must be dated on the date of contract execution (http://www.ct.gov/opm/cwp/view.asp?a=2982&q=386038&opmNav_GID=1806)
B. Submit for Pre-Review (if needed):
All University contracting departments, including the OGC, will pre-review your contract and route a final draft back to you for review before you forward it to the contractor for execution. Taking advantage of this step facilitates discussion and negotiation and saves time in the end and prevents rejection after execution by the parties. Be sure to use our website to submit a contract for pre-review.
Determining the need for OAG Approval: Before the contract is executed by the contractor and University, the department and/or the contracting department will determine whether approval by the OAG is required. Please contact the OGC for assistance if needed.
C. Obtain University Signature:
Only University administrators who are duly authorized to execute contracts by the Board of Trustees and President may sign contracts on behalf of the University. When a contract is executed by the contractor, please deliver the final contract to a duly authorized University official with delegated contract signing authority by the President. (http://uconncontracts.uconn.edu/uconn-delegation-of-signature-authority/)
D. Obtaining OAG approval:
Guidelines for Submitting Contracts for OGC or OAG Approval can be found at this link: http://uconncontracts.uconn.edu/2015/07/10/new-guidelines-regarding-submission-of-university-contracts/
When OAG approval is required, deliver your executed contract for approval to the OGC with a completed Submission Checklist including all completed certifications and affidavits for this office to coordinate approval by the OAG. (Documents found at: Contract Forms & Documents)
E. Distribute Completed Contract:
When the department receives the fully executed contract from the OGC, it is the department’s responsibility to (1) retain an original or copy of the contract and supporting documents and (2) return an executed original or copy to the contractor. Departments should also calendar the contract expiration date in an effort to anticipate deadlines for amendment or extension.
F. If You Need A Contract Amendment
Remember, your contract amendments must be executed prior to the end date of the existing agreement or a new contract must be drawn, so calendar your existing contracts for possible amendment 2-3 months ahead of the end date.
If you have questions regarding this procedure please contact the OGC at 860-486-5796 or e-mail us at UConncontracts@uconn.edu .
3. Contract Review and Approval Process
- anticipated the need to negotiate any impermissible contractor terms and sought advice* prior to execution;
- reviewed carefully to ensure the terms are consistent throughout, clear and concise;
- included all the required State contract provisions; and
- provided a completed Submission Checklist and appropriately executed contractor affidavits;
*In cases where it is anticipated your contract may require time consuming negotiation with the contractor, a new contract needs to be drafted, or there is an impending deadline, you are encouraged to invite your University contract liaison into the process as early as possible for pre-review of your draft contract before execution.
B. Pre-review by a University contract specialist, paralegal or attorney insures that:
- UConn ’s contracts abide by all State and Federal laws and regulations;
- UConn is operating in accordance with the policies and procedures of the Board of Trustees of the University;
- UConn does not agree to any impermissible contract provisions;
- risk management and liability insurance limits have been obtained;
- the contract is executed by the appropriate University official; and
- the contract has obtained approval by the Office of the Attorney General as to form, if necessary.
C. Departmental Approvals: It is important that the contract is appropriate from a business and administrative perspective. The final decision to enter into a contract is the responsibility of the UConn department initiating the contract, and should take place only after all applicable University/Board of Trustee approvals have been obtained.
University contracts may only be executed by the President or University administrators with signature authority delegated by the President. The University of Connecticut, Board of Trustee Resolution dated February 18, 2010 grants the President signing authority for all University contracts for the Storrs and regional campuses, the Law School and the School of Social Work. It further authorizes the President to delegate such signing authority as appropriate. Therefore, all University contracts, deeds and other legal instruments made in the ordinary course of the business of the University must be executed by the President of the University or a designee, which may be found in the current President Contract Signing Authority Delegation document located at: http://uconncontracts.uconn.edu/uconn-delegation-of-signature-authority/
It is important to note that no University, college, school, department, center, institute, University recognized student organization, or other internal entity has authority to execute contracts on the University’s behalf unless they are specifically identified in the President’s delegation of signing authority as administrators who may execute contracts on behalf of the University or any of its colleges or departments.