University System of New Hampshire

12. Contracting

Issue Date   Revised Date  
07/01/2005 001 07/01/2011 Policy Statement: Authority to Sign Contracts
07/01/2005 002 07/01/2011 Contracting and Purchasing Delegations
07/01/2005 003 11/01/2012 USNH Signature Authority Guidelines
03/01/1992 004 07/01/2013 USNH Signature Authority Matrix
03/01/1992 005 07/01/2013 What is a Contract?
07/01/2005 006 11/01/2012 USNH Purchasing Contract Types
03/01/1992 007 07/01/2013 USNH Non-Purchasing Contract Types
03/01/1992 008 07/01/2013 USNH Contract Types and Signature Requirements
07/01/2005 009 07/01/2011 Contract Review Checklist
03/01/1992 010 07/01/2013 Contract Guidance and Boilerplate Clauses

The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version. 

12 - 001 Policy Statement: Authority to Sign Contracts

A. DELEGATION OF SIGNATURE AUTHORITY BY THE TREASURER

  1. The Board of Trustees of the University System of New Hampshire has authorized the Treasurer to execute all contracts, leases, grants, deeds, negotiable instruments, and any other legal documents on behalf of the USNH and each of its component institutions.

  2. Pursuant to the authority granted by the Board of Trustees, the Treasurer has delegated to other individuals within the USNH limited authority to sign certain documents as agents of the USNH and their respective institution. No person is authorized to execute such documents on behalf of the USNH or their respective institution unless authority to do so has been delegated in writing by the Treasurer or other USNH or campus official authorized to make such delegations. Failure to observe this requirement may result in personal liability for the contract or individual responsibility for the representations made. See Signature Authority Matrix for administrative positions at the USNH or campus whose incumbents are currently assigned such authority.


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version. 

12 - 002 Contracting and Purchasing Delegations

A. CONTRACTING AND PURCHASING DELEGATIONS

The following chart shows the flow of the delegation of authority from RSA 187.A (the establishment of the University System of New Hampshire) which is described in the USNH Charter to the Board of Trustees to the Treasurer (See: https://www.usnh.edu/policy/charter/university-system). It also shows the delegation of authority from the Treasurer to other officials within USNH or at the constituent institutions of USNH.




Contracting Policy Purchasing Policy
A. Delegation of Authority A. Delegation of Authority (from contracting policy) to USNH Director of Purchasing
  Charter - Board of Trustees - Treasurer  
  • To campus purchasing managers
  • Set bid limits
B. Treasurer's Delegation of Authority    
 
  1. Procurement Related - See A. Purchasing Policy
  2. Sponsored Programs Administration
  3. All Other
    • Senior Contract Officer
    • Campus Chief Financial Officers
   

 


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version. 

12 - 003 USNH Signature Authority Guidelines

A. General Guidelines

1. Delegation is to an individual who holds a designated position

2. Delegation is permanent until revoked (n.b., some circumstances may dictate otherwise)

3. Re-delegations may occur (to be considered on a case-by-case basis)

a. Those officials receiving a re-delegation may not re-delegate further unless the delegation specifically allows for further re-delegation

b. Multiple delegations of the same authority are acceptable (e.g., from a Dean to all Department Chairpersons)

c. The Treasurer is to be informed of all re-delegations

d. In all cases of delegation or re-delegation of signature authority, ultimate responsibility for transactions entered into is retained by the position having original signature authority

4. All delegations are to be reviewed on an annual basis, but will not be re-written unless there is a compelling necessity (e.g., title change, etc.)

B. Delegation of Purchasing Authority (Purchase Orders, only)

1. The purchase of goods and services, the sale of surplus/salvage goods and the disposal of any items of value other than real property for the USNH is delegated by the Treasurer to the USNH Director of Purchasing. (See Procedure 6-001: Purchasing Policy). This delegation has no dollar limits.

2. With approval from the Treasurer, the USNH Director of Purchasing may further re-delegate to all purchasing assistants, agents, managers and directors throughout USNH.

C. Delegation for Research and Sponsored Programs (at the University of New Hampshire) Contracts/Agreements

1. The Treasurer will delegate the authority to execute contracts, agreements and other legal documents related to the provision of research or consulting services, or other sponsored programs to the Senior Vice Provost for Research and the Director of Sponsored Programs Administration. These delegations have no dollar limits.

2. These Officers may re-delegate this authority only as specifically noted on the University of New Hampshire Sponsored Programs Administration Institutional Signature Authority Form. See Research - Get Approvals

D. All Other Delegations

1. The Treasurer will delegate authority (subject to dollar limits) to each institution's chief financial officer for the following:

a. student affiliation, internship and/or clinical agreements

b. exchange programs

c. sponsored programs (at UNH the CFO will sign only in the event that neither of the named officials in Section 3.1, above is available)

d. leases and rentals -- revenue

e. leases and rentals expense

f. independent contractor(s) (e.g., consultants; service providers)

g. artistic performances

h. tuition compacts

i. construction and renovation work (some exceptions may apply)

2. CFOs may re-delegate some or all of the authority granted to them

3. The following items are not under the purview of the CFOs, and specific, separate delegations may be made by the Treasurer to those officials who are responsible for these areas:

a. purchase or sale of real property

b. acceptance of gifts of any type (e.g., Board of Trustee policy restricts this to the Chancellor, the Presidents and in the case of real property, to the Financial Affairs Committee of the Board; See BOT VI.B.3: Gifts of Real Property, Equipment, Supplies and Materials; at UNH the UNH Foundation may also accept gifts of any type, see UNH III.C.1: Policy on the Receipt of Gifts.

c. hiring outside legal counsel

d. hiring auditors and/or accountants

e. personnel benefits

f. banking services

g. insurance

h. acquiring an equity interest in start-up companies in exchange for the transfer of technology and other intellectual property (See UNH IV.D: Management of Equity Interests in Start-up Companies).

i. federal, state and local tax returns and other tax-related documents


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version. 

12 - 004 USNH Signature Authority Matrix

USNH Signature Authority Matrix
Procedure 12-004
Issued By: Controller
Issued Date: 03/01/92
Revised Date: 07/01/2013


This document is in review - please check back later for updates


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version.

12 - 005 What is a Contract?

  1. Definition of a Contract

    A "contract" is an agreement between two or more entities which creates a legal obligation to do or not do a particular thing. A legally enforceable contract must have (i) a subject, (ii) consideration, and (iii) two or more competent parties.

i. The subject of a contact defines the terms and conditions of the agreement between the parties, and may be anything legal and permitted by policy.

ii. Consideration is the cause, motive, price, reason, material benefit, right, interest, forgiveness, or whatever it is that is the reason for having an agreement. Each entity must receive some valuable consideration or the transaction is a gift rather than an enforceable agreement. The consideration has to be something one can identify or describe. Typically it is money; however, the consideration may be an acceptance of liability or a promise not to do something one is otherwise entitled to do.

iii. The laws of each state define who is competent to form a contract. Generally, competency requires a minimum age and mental ability to understand the contract. Corporations have the power to enter into contracts, but only by the actions of particular employees who have the power to bind the corporation to a contract. The USNH Board of Trustees is the ultimate competent party to a contract between any USNH institution and another entity. New Hampshire RSA 187-A established the State College and University System. Subsection 187-a:2-a notes that the university system shall be governed by a single board of trustees and subsection 187-A:2-b states that the general court has delegated broad authority to the board of trustees who shall be responsible for managing the university system. In addition, Subsection 187-A:16, Authority of the Trustees, states as follows:

The trustees shall have the management and control of all the property and affairs of the University System of New Hampshire, the University of New Hampshire (including the New Hampshire College of Agriculture and the Mechanic Arts), and all its divisions and departments, the Keene State College, the Plymouth State University, and the Granite State College.

To allow for business to be conducted in a timely manner, the Board has delegated its authority (USNH BOT.I.C.1) to the Treasurer of the University System of New Hampshire to execute all contracts, leases, grants, deeds, negotiable instruments, and any other legal documents whatsoever on behalf of the USNH and each of its component institutions. In turn the USNH Treasurer has delegated limited authority to specific administrators at each USNH institution. See USNH Signature Authority Matrix.

Note: Some contracts may be oral; others must be written to be enforceable. A court will enforce the terms of a written contract and will generally not consider prior oral agreements that conflict with the written terms. USNH employees are strongly encouraged to ensure that all contracts are committed to writing.

Examples of contracts include agreements for the purchase or rental of goods or services; non-disclosure agreements; agreements that set terms or restrictions on the acceptance of "gifts"; a sale or lease of USNH goods or services; liability waivers, settlement of disputes; licenses, student or faculty exchange agreements; memoranda of understanding or cooperation; hotel reservations that require a written agreement (e.g., conferences, meetings, etc.); the right to use USNH's name or the name of a USNH institution. The concept of a "contract" is quite broad. To be on the safe side, one should assume that any agreement or understanding with another party could be a contract.

For a list of definitions of the basic contract formats used throughout USNH, see Procedure 12-006 for Purchasing Contracts and Procedure 12-007 for Non-Purchasing Contracts.


  1. The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version.

12 - 006 USNH Purchasing Contract Types

Types of Contracts at USNH

There are three basic purchasing contract types in use throughout the University System of New Hampshire. These definitions (and informational instructions) are to be used as a guide to help everyone to understand what is meant by the terms used by the staff in the campus purchasing offices.

Vendor Pricing Agreements

A vendor pricing agreement (VPA) is for a specific period of time which may be more than one year. There is no guarantee to the vendor that any USNH institution or department will use the agreement, nor is there any guarantee of exclusivity. In addition, there are no minimum usage requirements; however, there may be minimum order requirements. VPAs can be offered by a vendor (e.g., resale agreements); initiated by the state; developed by a campus purchasing office through a competitive process or provided to USNH via its membership in a buying consortium. Examples of buying consortiums include E&I Cooperative Services (E&I), The Cooperative Purchasing Network (TCPN), and Western States Contracting Alliance (WSCA). Either a P-card or purchase order may be used to make purchases from a VPA.

Term Agreement

A term agreement may be established by USNH or a campus purchasing department. Vendors are chosen through a quality based selection process conducted by a selection committee, and there may be more than one vendor/service provider listed for the same term agreement. Term agreements are typically for a three to five year period. The vendor or service provider will provide pricing when presented with a statement of work (SOW). There is no guarantee to the vendor that any USNH campus or department will use the agreement, but departments are encouraged to do so. For some term agreements (e.g., architectural or engineering services) there are maximum amounts that can be spent per SOW and per vendor per year and per campus. A purchase order must be used when buying services from a term agreement vendor.

Purchase Agreement

A Purchase Agreement is usually for a one-time buy. Unless a request for an exception to bid is approved, or a VPA is utilized, the acquisition will require a competitive bid or proposal process. An agreement involving the acquisition of goods will have quality standards specified and there will be specific quantities for each item. An agreement for the acquisition of services will have performance standards specified and a timeframe in which the services are to be delivered. There is always a purchase order associated with the buy. Examples of purchase agreements include obtaining furniture for a new building; equipment acquisitions and obtaining contracted services such as custodial or dining.


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version. 

12 - 007 Non-Purchasing Contract Types

USNH Non-Purchasing Contract Types
Procedure 12-007
Issued By: Controller
Issued Date: 03/01/92
Revised Date: 07/01/2013


This document is in review - please check back later for updates


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version.

12 - 008 USNH Contract Types and Signature Requirements

USNH Contract Types and Signature Requirements
Procedure 12-008
Issued By: Controller
Issued Date: 03/01/92
Revised Date: 07/01/2013


This document is in review - please check back later for updates


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version.

12 - 009 Contract Review Checklist

 

Contract Review Checklist

(Note: You may print out this document and fill it in; paragraph numbers coincide with those used in the Procedure 12-010: Contract Guidance and Boilerplate Clauses)

Task Check
1. General Information
1.1 Contract Description:
c
1.2 Institution Department:
c
1.3 Other Party to Contact:
c
1.4 Date Reviewed
c
2. Initial Review
2.1 Review contract in its entirety
c
2.2 Ensure that all attachments and exhibits referred to in the contract are attached or available for review
c
2.3 Discuss background facts and circumstances with person or administrator most closely involved
c
3. Identification of Parties
3.1 Is the Institution properly identified
c
3.2 Is the other party properly identified
c
3.3 Are abbreviated descriptions of the parties throughout the contract consistent
c
4. Recitals
4.1 State qualifications of the other party
c
4.2 State expectations and understandings of the Institution
c
5. Term and Termination
[Beware of contracts with fixed terms and no-fault termination in the same document]
5.1 Is there a clearly ascertainable starting and ending date
c
5.1.1 Is a "no-fault" termination prior to a specific ending date appropriate? If so, is the method of notice clear
c
5.2 Provisions for renewal
c
5.2.1 At the Institution's option or by mutual agreement
c
6. Other Termination Provisions
6.1 Termination upon happening of an event
c
6.2 Termination upon payment of stipulated sum
c
6.3 Automatic termination
c
6.4 Termination for unsatisfactory performance
Events of default clauses
c
6.4.1 Does the contract provide for termination in the event of default
  • If so, does it apply with equal force to both parties
  • If there is a disparity, does the purpose of the contract justify it
c
6.4.2 Are events of default described with clarity and specificity
c
6.4.3 Is there a provision for written notification of default to the defaulting party
c
6.4.4 Is there a curative provision
  • Does it cure default upon initiation of curative action
  • Or does it require that curative action be completed before default
c
7. Consideration
7.1 Adequacy of consideration
c
7.2 Is the consideration stated properly and accurately
c
7.3 If cash payments are to be made, does the contract specify when and where payments are due
c
7.4 If cash payments are due to the Institution, will it constitute unrelated business income
c
8. Duties and Obligations
8.1 Are the parties' obligations clear
c
8.1.1 Does the description of a duty or obligation require an explanatory justification
c
8.2 Are there clear time limits or expected time frames
c
8.3 Is the Institution able to fulfill on the timetable required
c
8.4 Are any duties or obligations implied and not clearly assigned
c
8.5 Are any obligations conditional upon a triggering event
c
8.5.1 Is the triggering event defined clearly
c
8.6 Is the location of the performance of each duty and obligation adequately identified
c
8.7 Is each duty and obligation described with sufficient clarity so that the parties know how it will be performed
c
9. Indemnification
9.1 Indemnification by other party to cover:
c
9.1.1 Institution's governing board, officers, faculty, staff, students, employees, agents, contractors, volunteers
c
10. Arbitration Clause/ADR
10.1 Scope of arbitration/ADR clause
c
10.1.1 Does it cover the whole contract or only certain kinds of disputes
c
10.2 Are the particular rules of arbitration identified and acceptable
c
11. Force Majeure Clause
11.1 If present, does the contract address delay in performance caused by force majeure or suspension of payments
c
12. Insurance
12.1 Types of insurance required
c
12.2 Minimum insurance specified
c
12.3 Company acceptable to Institution
c
12.4 Does it provide for proof of insurance
c
12.5 Does it provide that failure to maintain insurance is an event of default
c
12.6 Institution as a named insurer, not just a certificate holder
c
13. Confidentiality Clause
13.1 Is it enforceable under state law
c
13.2 Does it impose a confidentiality requirement on a non-contracting party
c
14. Remedies Clause
14.1 Does the contract clearly specify the only remedies available
c
14.2 Does it provide for liquidated damages
c
14.2.1 Are they related to the actual facts of the contract
c
14.3 Does it provide for cumulative remedies
c
14.4 Does it provide for damages other than actual, i.e., consequential, exemplary, etc.
c
14.5 Does it provide for recovery of attorney's fees, court costs, etc.
c
15. Public Institutions
15.1 Other contracting party gives assurance that:
c
15.1.1  Is not controlled by a State legislator
c
15.1.2 Is not employing any employee of the Institution
c
15.1.3 Will comply and cooperate with applicable Freedom of Information Act (FOIA) provisions
c
15.1.4 No fee was paid to secure this Agreement
c
16. Merger or Entire Agreement Clause (eliminates effect of any oral or "side" agreements)
17. Severability Clause
18. Choice of Law and Venue
19. Assignment Clause
19.1 Permitted or not
c
19.1.1 If so, binding or not on successors
c
20. Notice
20.1 Be sure to include necessary "with copies to"
c
20.2 Any documents to be incorporated by reference
c
21. Gender-Neutrality
22. No Personal Liability
23. Non-discrimination by Both Parties
23.1 ADA Compliance
c
24. Other Party Qualified to do Business in the State
25. Record All Agreements Concerning Real Estate
26. Relationship of the Parties; Independent Contractor, not Partner, Agent, or Joint Venture
27. No Use of Institution Name Without Written Permission
28. Time of the Essence
29. Waiver
30. Execution
30.1 Is signature page in proper format
c
30.2 Does person signing have authority
c
30.3 Are there representations of authority
c
30.4 Provide space for the date of each signature, but clarify "effective date," whether "date of last signature," or "as contained in this agreement"
c
30.5 Should the contract be notarized
c

The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version. 

12 - 010 Contract Guidance and Boilerplate Clauses

Contract Guidance and Boilerplate Clauses
Procedure 12-010
Issued By: Controller
Issued Date: 03/01/92
Revised Date: 07/01/2013


This document is in review - please check back later for updates


The official version of this information will only be maintained in an on-line web format. Any and all printed copies of this material are dated as of the print date. Please make certain to review the material on-line prior to placing reliance on a dated printed version.