Office of the Attorney General
At the University of Connecticut
343 Mansfield Rd. Unit 2177
Storrs, CT 06269-2177
Telephone: (860) 486-4241
Fax: (860) 486-4369

 

Contract Information

 

Contract Review and Approval

The authority for the Attorney General (AG) to review contracts is in Connecticut General Statute § 3-125, which charges the AG with the "general supervision over all legal matters in which state is an interested party. . . ."  Another statutory provision (CGS 4b-26) authorizes the AG to review State property contracts and leases.

The Office of the Attorney General (as another State agency) cannot draft, revise or execute contracts on behalf of the University.  Its role is to review and approve University contracts for legal sufficiency, substance and form.  Therefore, all State contracts for either the expenditure or receipt of funds ($3,000 and above) must be reviewed and approved by the Office of the Attorney General.

Please do not submit your contracts to this office for pre-review or review by electronic mail.  With the volume of contracts submitted to this office for review and approval, we require they be delivered or faxed instead, to better track and prioritize your contracts.  Finally, all contracts must be provided with a fully-completed contract submission checklist and a summary of any existing legal problems or concerns.

If you have preliminary questions regarding a proposed contract, please feel free to call this office and/or schedule a meeting to discuss your concerns. Once you have written your contract, please provide it to your Contract Liaison for review.  When the contract and all required supporting documentation is executed by all parties, your liaison will forward the package to this office with all the required documentation for final review and approval. All requests for legal review are handled in the order they are received.

Be sure to check the contract forms/templates below or contact this office before drafting your contracts.  We have many pre-approved forms available to help you expedite the process.  These University contracts may include:

    1. Purchasing Agreements (typically competitive in nature)
    2. Personal Service Agreements (PSAs) (typically noncompetitive in nature), which involve unique, professional or technical services for grant and non-grant funded contracts
    3. Memoranda of Agreement
    4. Student Clinical Affiliation Agreements
    5. Software License Agreements
    6. Facility Use Agreements
    7. Partnership Agreements
    8. Cooperation Agreements
    9. Confidentiality Agreements
    10. University Property Transactions - Leases, Deeds, Easements, Purchase and Sale Agreements

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 by this office. To ensure correct form and legal sufficiency, all University contracts, agreements or documents may be submitted for review to the Office of the Attorney General by you or your contract liaison by delivery or fax (486-4369).

Note:  Any forms or templates offered on this website or the University's contract website are to be used only as a guide. Be sure to work closely with your contract liaison or this office to obtain the correct language. Modifications to terms regarding the business of your transaction may be made as needed; however, the required State language must not be modified.

IMPORTANT CONTRACT RELATED INFORMATION,
DOCUMENTATION AND FORMS

University Websites/Contract Liaisons & Additional Contract Information

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Purchasing Department For Non-Grant-Funded University contracts
Office of Sponsored Programs (OSP) For Grant-Funded University contracts
Purchasing Department For Purchasing-related contracts
Capital Projects and Contracts Administration (CPCA) For Construction-related University contracts

Contract Process Information
The Approval Process Contract and Document Review and Approval Process
Contract Negotiation/Responsibilities Contract Negotiation Responsibilities of University Departments

Contract Documents List
Contract Submission Checklist
Rev. 2/2012		 Must be attached to ALL contracts submitted for review and or approval to the Office of the Attorney General.
Property Submission Checklist
Rev. 2/2012		 Must be attached to ALL Property related contracts such as: Leases, Easements, Conveyances, Deeds, etc... for review and or approval to the Office of the Attorney General.
Affiliation Agreement Pre-review Checklist
Rev. 2/2012		 Must be attached to ALL Affiliation Agreements submitted for review and or approval to the Office of the Attorney General.
Contract Preparation Request Deans, Directors and Department Heads should provide this to staff so they have a complete understanding of the nature of the contract needed More information...

 

Contractor/Vendor Signature Authority (Corporate Resolutions)

Find the signature authority form that best fits your contractor/vendor, company or organization. Refer to the guidelines below for additional information regarding the various forms and requirements to correctly document contractor signature authority.

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Form 1 Certified Resolution - Sole Owner Corporation [Incorporation or Professional Corporation]
Form 2 Certified Resolution - Sole Member/Manager LLC [Limited Liability Company]
Form 3 Certificate of Authority - Sole Proprietorship
Form 4 Certified Resolution - LLC (NOTE: Do not use this form if the entity is a sole ownership!! See forms 1, 2 & 3)
Form 5 Certified Resolution - Corporate Secretary
Form 6 Certificate of Authority - Partnership
Form 7 Secretarial Certificate - Attaching Corporate Bylaws
Form 8 Opinion of Counsel Letter
Form 9 Non-Profit Association or Organization

 

University Signature Authority Documentation To verify who should sign your contract on behalf of the University, please refer to:

Board of Trustees Contract Signing Authority Document
More information below... (Go to top of page)

 

Mandatory State Forms and Language

This language must be included on ALL State contracts regardless of type, term, cost or value (including income-generating contracts).

NOTE: If any contractors or vendors request revisions or deletions in the State's required contract language, please contact this office for counsel.

REQUIRED CONTRACT PROVISIONS
Rev. 8/17/2009

State & Federal -Required Audit Provisions - for Grant Funded Contracts

 Must be included on ALL State contracts regardless of type, term, cost or value (including income-generating contracts). Any deletions or modifications to this language must be reviewed and approved by the OAG. Instructions below...

New Nondiscrimination Language effective 10/1/2011

Nondiscrimination Certification Forms - Pursuant to CGS §§ 4a-60 and 60a
Rev. 10/2011

More information...
SEEC Form 11 - State Elections Enforcement Commission
Rev. 1/2011		 Campaign Contribution and Solicitation Ban - Must accompany all contracts of $50,000 or more. Connecticut General Statutes 9-612(g)(2), as amended by P.A. 07-1.

 

Governor's Executive Orders -- Ethics Affidavits and Certifications
Contracts with a Total calendar/fiscal year “VALUE” OF $50,000 or more MUST BE SUBMITTED W/THE FOLLOWING ETHICS FORMS unless a Federal Funding Substantiation Letter is submitted.
More information below...(Return to top of page)
State Ethics Form 1 Gift & Campaign Contribution Certification
Signed by individual who executes contract and on same date
State Ethics Form 3 Certification of State Agency Official
Signed by individual who executes contract and on same date
State Ethics Form 5 Consulting Agreement Affidavit
Signed by individual who executes contract and on same date

Contracts with a Total calendar/fiscal year “COST” OF $500,000 or more MUST BE SUBMITTED W/THE FOLLOWING ETHICS FORMS unless a Federal Funding Substantiation Letter is submitted.

More information below...(Return to top of page)
State Ethics Form 6 Contractor’s Affirmation of Receipt of State Ethics Laws Summary
Signed by individual who executes contract on same date, unless submitted with Original Bid Documents

 

Other Contract Forms/Templates

Information on commonly-used contract forms (i.e. Student Affiliation Agreements, Facility Use Agreements, Memoranda of Agreement or Understanding, which may be obtained by contacting the Storrs OAG)
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Personal Service Agreement (PSA)

(Additional information below)

For non-grant funded PSAs use the PSA Tool on the University Contracts website to create a new PSA.

For Grant Funded PSAs use the PSA Wizard on the website for the Office for Sponsored Programs
Facility Use Agreement Template
Rev. 1/30/2012		 Standard template for Facility Use Agreements

Affiliation Agreements Templates

In-State Student Affiliation Agreement
Rev. 10/2011

Out of State Student Affiliation Agreement

Use these templates if there is no variation from these sample no-cost agreements.

If there is variation from the template, or your agreement has a value of $3,000 or more, it must be submitted with the Affiliation Agreement Pre-review Checklist to the Office of the Attorney General for review and/or approval.

Contract Amendments

Affiliation Agreement Pre-review Checklist
Rev. 7/2010

 Must be attached to ALL Affiliation Agreements submitted for review and or approval to the Office of the Attorney General.

Amendment - Form
Rev. 7/29/2009

Amendment - Form with 10/2011 Nondiscrim
Rev. 10/2011

Amendment Form with HIPAA Language

More information...

 

University Contract and Document Review and Approval Process

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If you have questions regarding proper contract language or form, please consult with your departmental contract liaisons, who will consult with this office for further guidance as to legal sufficiency.  In their absence, please feel free to contact this office.

Plan ahead. Pursuant to University policy, all contracts should be submitted to your contract liaison sixty (60) days prior to the start of services and no services should begin before your contract is executed by the proper parties and approved by the Office of the Attorney General. You need to build in enough time for your contract to pass through the preparation, execution and approval process. It is recommended that your contract be drafted early enough to provide time for review, execution and approval by this office. University contracts $100,000 or more are delivered to the Hartford AG's office for final review and approval. 

The process is as follows:

  1. Acquire contractor's terms, prepare a draft, forward it to your contract liaison for pre-review
  2. Send to the contractor for review and execution (requesting their signing authority documentation, ethics affidavits and certifications) (found in table above)
  3. Provide all forms with a Contract Submission Checklist, to your contract liaison for execution by the University
  4. Liaison delivers them to the Storrs AG's office for initial review (with written documentation of negotiations to date)
  5. Await final review and approval
  6. If contract is $100,000 or more and all supporting documentation and affidavits are in order, they are forwarded by courier to the Hartford AG office for final review and approval

Services should not begin and payment cannot be made until the contract is approved by the Attorney General.

It is the responsibility of all University Departments to negotiate the business concerns of their contract and present written documentation of all negotiations to date when submitting their draft contract to this office for review.

It is the responsibility of the AG's office to assist in review, negotiation of legally-impermissible terms and final approval (when required).

Once recommendations have been made by this office, departments will be responsible for editing their contracts and resubmitting them for final review and approval (when required).

Contract Preparation Request Form

All Deans, Directors and Department Heads should provide their staff with a completed Contract Preparation Request Form so they may have a complete understanding of the nature of the contract you would like them to draft.

Contract Submission Checklist

Contract submission checklist must be attached to all contracts submitted for review and approval to Office of the Attorney General.

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Contractor/Vendor Signature Authority (Corporate Resolutions) Guidelines

Corporate Resolutions, Certifications and other contractor signing authority documentation must meet the following requirements:

  1. The resolution/certification must bear an original signature of an officer of the company, preferably the Secretary;
  2. The officer certifying the resolution cannot be the same person as the authorized contract signatory, unless it is a solely-owned company (see samples above);
  3. The resolution/certification must grant authority to the named individual who signed the contract, not just to a title within the company;

    4. [Note: if the resolution only states their title, you must provide written certification by a company officer indicating the name of the individual who holds that title/office.]

  4. The signature authority document must confirm that the authority granted includes the execution of contracts;
  5. If someone with authority to execute contracts delegates their authority, official documentation must be provided to show. . .
    1. how and when the delegator received their authority, and
    2. How and when (s)he delegated it to the person signing the contract;
  6. If sections/excerpts of company records (i.e. Resolutions, By-Laws, Minutes or Delegation Letters) are referenced in the contractor's certification/resolution as documentation of authority, copies of those exact sections/excerpts must also be provided.

Important things to remember about dates:

  1. The date the company grants signature authority must be either the same date or prior to the date contract is executed;
  2. The Resolution/Certification must be signed on or soon after the date contract is executed and state that signature authority "has not been modified, rescinded or revoked, and is at present in full force and effect."  See the following examples of signature authority forms in the table above. . .

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University Signing Authority

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University contracts may be signed only by those who have been delegated authority to do so by the University's Board of Trustees. To verify which official is permitted to sign your contract on behalf of the University, please consult with your liaison and refer to Board of Trustees Contract Signing Authority Document.

Which University Contracts Require Board Approval? - Board of Trustee approval is required before executing University contracts of a certain cost or value. Whether Board approval is required is determined by the total maximum value (not just annual cost) of your contract. Therefore, please check the University Contract Signing Authority information at https://web.uconn.edu/psa/forms/signature.pdf for further direction.

If your contract requires Board approval, please work with your contract liaison to present it to the Board of Trustees before executing your contract or beginning any related work. You may find University contract liaisons in the table above, or contact the Office of the Attorney General at 860 486-4241 for clarification.

This University Signing Authority should not be confused with the Administrative Task Authorization Tool system developed by the Purchasing Department and UITS for signatory execution privileges for certain University administrative tasks (e.g. CO17, Time Cards, Transfer Invoices, etc.) in your Department.

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Mandatory State Forms and Language must be included on ALL State contracts regardless of type, term, cost or value (including income generating contracts). 

Note: If any contractors or vendors request revisions or deletions in the State's required contract language, please contact this office for counsel.

 

Required Contract Provisions Document - This language must be included on ALL State contracts regardless of type, term, cost or value (including income generating contracts). Any deletions or modifications to this language must be reviewed and approved by the OAG prior to modification

All revisions must be initialed by both parties at time of execution. In addition, you must present documentation from the contractor (letter or e-mail) explaining the reasons for these revisions.

Nondiscrimination Certification Forms

Nondiscrimination Certifications Are Required For ALL University Agreements/Contracts (regardless of type, term, cost or value) and Must Meet The Following Requirements . . .

By law, a contractor must provide the University with written representation or documentation certifying that the contractor complies with the State's nondiscrimination agreements and warranties, as amended by Public Act 09-158.

An executed Nondiscrimination Certification must be provided by the Contractor at the time of contract execution for all contracts/agreements with individuals, corporations and other entities, regardless of type, term, cost or value.  The appropriate nondiscrimination certification form must be signed prior to or on the date of contract execution. 

This Certification is required for all original contracts and agreements, and must be updated with a new Certification for any subsequent amendments to the original contract.

You may find forms at the State Office of Policy and Management (OPM) web page: Nondiscrimination Certification for State Contracts

 

Contracts, Including Amendments, with a Total annual/fiscal year "VALUE" OF $50,000 or more MUST BE SUBMITTED W/THE FOLLOWING ETHICS FORMS unless Federal Funding Substantiation Letter is submitted.

Signed by individual who executes contract and on same date. (Return to top of page)
State Ethics Form 1
A notarized Gift & Campaign Contribution Certification

The OPM requires that OPM Ethics Form 1 accompany all State contracts/agreements with a total value of $50,000 or more in a calendar or fiscal year.

Form 1 must be submitted annually with multi-year contracts to update the initial certification. 

Be sure to have your contractor complete both pages 1 and 2, and do not leave the lines on page 2 blank – if no contributions were made, insert “None” or “N/A.”

State Ethics Form 3
Certification of State Agency Official

The State also requires that the University (as a contracting State Agency) provide OPM Ethics Form 3 for all contracts with a total value of $50,000 or more in a calendar or fiscal year.  
State Ethics Form 5
A notarized Consulting Agreement Affidavit

The OPM requires Ethics Form 5 accompany all State contracts/agreements with a total value of $50,000 or more in a calendar or fiscal year. 

As the instructions on the form indicate, contractor should complete only the shaded area at the bottom of the form, unless the company did enter into a consulting agreement regarding the contract with UConn, as the contract with UConn is not the consulting contract referenced in the Affidavit.  

Note:  If Form 5 was provided with contractor’s bid or proposal, the AGO requires verification at time of execution that this form was provided.

Contracts, Including Amendments, with a “COST” of $500,000 or more
FOR TERM OF CONTRACT, MUST BE SUBMITTED WITH THE FOLLOWING ETHICS FORM.

Signed by individual who executes contract on same date, unless submitted with Original Bid Documents. (Return to top of page)
State Ethics Form 6
A notarized Contractor’s Affirmation of Receipt of State Ethics Laws Summary

OPM requires Ethics Form 6 accompany all large State construction or procurement contracts and their amendments with a total cost of $500,000 or more.

Note: If Form 6 was provided with contractor’s bid or proposal, the AGO requires verification at time of execution that this form was provided.

 

Please note the definitions of “cost” and “value” below:

  1. Cost of the contract means the total dollar amount (or equivalent benefit) expended by the State in accordance with the contract; and
  2. Value of the contract means the total dollar amount (or equivalent benefit) expended or received by the State in accordance with the contract.

Pursuant to Conn. Gen. Stat. § 4-252(c) (1), these documents must be signed by an official who is authorized to execute contracts/agreements on behalf of the Contractor and must be signed on the same date as the contract.

OPM Ethics Affidavits and Certifications may not be required for certain contracts, such as grants or loans – please review the OPM website and consult with your liaison to verify your contract requirements.

Other Contract Forms/Templates

Contact this office for more information on commonly-used contract forms (i.e. Student Affiliation Agreements, Facility Use Agreements, Memoranda of Agreement or Understanding

The Personal Service Agreement or PSA is a written contract between UConn and an individual, partnership or corporation for professional or technical services that are infrequent or unique.

A PSA is used for non-employment related, specialized and non-competitive services (over $2,000) that cannot be processed by Purchase Order and where bidding is not required. (Please contact the assigned buyer in Purchasing for that specific commodity for guidance at 486-2619.) Note: Only contracts that are $3,000 and over need to be approved by the OAG.

A PSA SHOULD NOT be used to . . .

  1. hire regular full-time, part-time or temporary employees
  2. for work that can be performed by members of any State collective bargaining unit
  3. hire temporary staff while a vacancy is being filled hire adjunct faculty (who should be hired by Special Payroll) or
  4. contract for legal services (Please contact the OAG for guidance regarding legal services at 486-4241.)

If you have any questions regarding payments to a contractor please call
Accounts Payable - 486-4137

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Contract Amendments

Note: If your contract has expired, you must prepare and execute a new one.

If your current contract has not expired, we recommend you submit an amendment to your contract liaison for review and University signature at least three weeks prior to the termination date of the existing contract, in case new terms need to be negotiated between the parties, or supplemental forms cause delay.

If you are amending an existing contract and new State required contract provisions have been established or modified by changes in State law, you must include such new or modified provisions in the body of the amendment. Your amendment must also attach updated originals of required State affidavits or certifications and signing authority documentation. All supplemental contract documents should be executed contemporaneous with the date of contract execution and the original and any subsequent amendments should be attached to the latest amendment.

All contract amendments must:

    1. be executed by both parties and approved by the AGO;
    2. include the most current required State contract terms; and
    3. follow the same review, approval, affidavit and signing authority documentation procedure as original contracts.

Your Amendment must also clearly specify why the contract is being amended.

Please clarify if the changes stated in the amendment are “in addition to” or “in lieu of” what is contained in your original or prior amendments. It needs to be clear, if the amendment is read separately from the original, that the amendment terms are additions to, or replacements of, what was previously agreed to. Terms such as “also,” “in addition to,” “in lieu of,” “replaces,” or “Section ___ is amended to add the following:” should be present.

Also, please reference the section of the original or prior amendment that you are amending. It is not specific enough to simply state “Contractor’s (or University’s) responsibilities are amended.”

For further direction on how deleted or substituted terms should be articulated, please go to the amendment template for guidance, also found in the table above. The sample Amendment template contains the latest version of the State’s required nondiscrimination provisions and State Election Enforcement Commission provision and Notice, which may only be removed if the latest version(s) are already present in the existing contract.

At the home page of the University’s Office of the Attorney General, you will find the most updated State-Required Contract Provisions, Mandatory Signature Authority Forms and Mandatory Supporting Documentation. http://attorneygeneral.uconn.edu

Finally, please complete the Contract Submission Checklist, also located on the OAG’s home page, to ensure that your contract (as will be amended by execution of your amendment) meets all State contracting requirements.

Contracts must be amended for any of the following reasons:

  1. The scope of the project has changed;
  2. The terms and conditions of the current contract have changed;
  3. The contract dates have changed;
  4. The costs of the contract have changed (increased or decreased);
  5. The payment schedule has changed;
  6. The contract’s end date requires extension;
  7. The contractor has been bought out and is now operating under another company name; or
  8. If original contract was less than $3,000 and did not have OAG approval, but new costs put it over $3,000, amendment will now need OAG approval.

Important – In addition to ensuring that your amendment (or original contract) includes all the most up-dated State contract provisions, the following supplemental documentation must be submitted for approval with your Amendment:

  1. A copy of the original contract and all prior amendments (if any);
  2. Original contractor signature authority documentation;
  3. An original Nondiscrimination Certification, pursuant to OPM standards, more fully described below at: http://www.ct.gov/opm/cwp/view.asp?a=2982&q=390928&opmNav_GID=1806
  4. Original authorized signatures of all parties are required on all amended contracts (i.e. contractor, authorized University official and Attorney General); and
  5. For contracts with a maximum value of $50,000 or above in a calendar or fiscal year, original State Ethics Affidavits, pursuant to OPM standards, more fully described below at: http://www.ct.gov/opm/cwp/view.asp?a=2982&q=386038&opmNav_GID=1806

For further information about University contract preparation (including PSAs), please go to the following web sites:

    1. University's Contract Web Page - For Non-Grant-Funded University contracts
    2. Office of Sponsored Programs (OSP)- For Grant-Funded University contracts
    3. Purchasing Department - For Purchasing-related contracts
    4. Capital Projects and Contracts Administration (CPCA) - For Construction-related University contracts

     

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