General Counsel

Purchasing Rules
Boise State University purchases are subject to State Board of Education approved University Policy 6130. This policy requires, among other things, that certain contracts be subject to competitive bidding. As a general rule, competitive bidding is required when the total value of goods and/or services sought to be purchased or procured exceeds $10,000.00. There are several exceptions to this rule, depending on the nature of services to be procured and/or the amount or duration of the contract. The Boise State Purchasing Department will assist you in a determination of whether or not your particular contract may be subject to competitive bidding requirements. If the Purchasing Department determines that it needs to be involved in your purchase, it will likewise assist you in the preparation of the contract and related contract administration considerations.

Signature Authority
Contracts may only be executed by individuals with express signature authority, and only up to such authorized amounts. All signature authority is delegated through the Vice President of Finance and Administration (“VPFA”). If you believe you require signature authority (for yourself or one of your employees), please contact the VPFA’s Office at 426-1483 for assistance. If you do not have requisite signature authority, or if the amount of your contract exceeds such authority, your contract will need to be signed by someone who possesses the requisite authority. If no one in your department possesses such authority, your contract may need to be routed to the VPFA for signature.

Contract Administration
Boise State is required to archive all contracts over $10,000.00, or which are in an indeterminate amount. Most contracts of this nature must be routed through the General Counsel’s Office (exceptions: employment contracts, sponsored research agreements, and real estate leases, as noted further herein below). When routing a contract to the General Counsel’s Office, please send two (2) originals of each contract, along with a Contract Routing Slip. The General Counsel’s Office will review the contract and forward to the VPFA for signature, if required. As the General Counsel’s Office receives numerous contracts, please allow for as much lead time as possible (a minimum of three weeks should be planned).

As a general rule, the VPFA will be the last to sign. Thus, please arrange the signatures of your vendor first, before routing to the General Counsel’s Office for execution. Once executed, the General Counsel’s Office will retain one fully-executed contract for archiving purposes, and return one to you (for delivery to the vendor). You are encouraged to make a copy of the contract for your files.

If you have questions about your contract prior to finalization, please contact the General Counsel’s Office in advance. The General Counsel’s Office is available to review contracts in draft form and/or to assist in negotiating or preparing your draft contract. This may occur prior to your sending a final version of the contract to the General Counsel’s Office for execution.

Form Agreements
Many simple contracts for goods or services can be accommodated on the University’s standard Contract for Services Form. This form may be used, without substantive alteration, when the contract is for less than one year in duration, and does not require any special provisions. If necessary, you may reference additional contract terms or details, such as scope of work, on the face of the agreement, and attach the same to the Contract for Services.

If your department regularly enters into transactions of a particular type, the General Counsel’s Office can assist you in developing a standard form contract customized for your specific needs. Several departments on campus utilize standard form agreements which have been prepared or approved for use by the General Counsel’s Office. This could reduce your overall transaction speed, and streamline contract administration procedures.

Forms presented to you by outside vendors are sometimes problematic. Typically, these forms have been drafted in a manner designed to provide maximum protection to the vendor, with little or no protections for Boise State. Moreover, they frequently contain provisions (i.e., certain insurance, indemnification, choice of law, jurisdiction, and venue provisions, among others) which the University cannot agree or adhere to. Before agreeing to another party’s form agreement, it is recommended that you first forward the draft agreement to the General Counsel’s Office for prior review.

Other Departments
Many contracts require input or involvement of other departments on campus. For example, certain agreements for the purchase of computer software, hardware, or related equipment may require representations on the part of the University concerning technological support, security, and/or compatibility. Likewise, certain agreements require the University to carry and maintain certain levels of insurance, and/or, contain certain risk management considerations. Moreover, certain agreements may implicate such matters as parking, or campus security. Before entering into an agreement, make sure that no other departments will be implicated by your contract; or, if so, that you have first consulted with those departments concerning their needs and interests. It is suggested that you involve other departments in your discussions early, so that their interests may be addressed up front, and accounted for in your agreement.

Never Undertake Certain Types of Agreements
Certain agreements should never be undertaken by individual departments. These include the following:

• Employment Contracts. All employment contracts should be directed to Human Resource Services.
• Sponsored Research. All sponsored research agreements (including other agreements tangential thereto, such as non-disclosure agreements, license agreements, etc.) should be directed to the Office of Sponsored Projects.
• Real Estate Leases. When leasing real property from a third party, please first contact the Facilities Department to make the necessary arrangements.

Independent Contractors
Independent contractors must be registered with Accounts Payable before they can be paid. To register as an independent contractor, you must complete an Independent Contractor Classification Checklist, and submit the same to Accounts Payable. Independent Contractor status must be renewed annually. Use the Independent Contractor Checklist to register as an independent contractor.

It is important to note that there are distinct differences between independent contractors and employees. Generally, independent contractors are responsible for their own scheduling, supervision and control. They utilize their own tools, equipment, and materials, and are responsible for carrying their own liability and worker’s compensation insurance. Independent contractors are not eligible to receive University employment benefits, and are responsible for reporting and paying their own taxes and withholdings.

Some employers have incurred liability for utilizing independent contractors in essentially an employment capacity. If you have any questions regarding the appropriateness of retaining an independent contractor in a given context, please contact the General Counsel’s Office for assistance.

Conflicts of Interest/Prohibited Conduct
Both state law and university policies prohibit certain conduct on the part of state employees in the procurement of goods and services. In general, be on guard against transactions involving any actual or apparent conflicts of interest, self-dealing, or attempts to wield undue influence. As a general rule, there are prohibitions against entering into transactions on behalf of the University with individuals or entities with whom you are directly related or affiliated, or by which you, or someone to whom you are related, would benefit. At minimum, all potential conflicts of interest should be disclosed in advance. If you have any questions regarding actual or potential conflicts of interest, self-dealing, or undue influence, please contact the General Counsel’s Office immediately for assistance.

Contract Training
The General Counsel’s Office is happy to provide contract training to individuals or departments. In addition, this training is typically required by the VPFA as a condition of signature authority. To arrange contract training, please contact the General Counsel’s Office.