PERSONAL SERVICE AGREEMENT MANUAL

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PERSONAL SERVICE
AGREEMENT
MANUAL
REV. 9/18/2008 11:19 AM
TABLE OF CONTENTS
Page
I.
II.
III.
Introduction
3
A.
B.
C.
4
5
5
Purpose
Assistance
Outline of a Legally Sufficient Contract
The Personal Service Agreement
6
A.
B.
C.
6
7
Definition
Contacts
When (and When Not) To Use A PSA
7
Procedures, Rules and Regulations
8
A.
B.
The Personal Service Agreement (PSA) Request
The PSA Process
8
8
C.
Affidavits from State Contractors, State Employees Awarding Contracts
8
D.
E.
F.
The Bid Process
Signatures of Approval
State Code of Ethics
9
9
10
IV.
Completing a Personal Service Agreement (PSA) –
“How to Complete the Form CO-802A”
10
V.
Personal Service Agreement Late Submittal
16
VI.
The Certified Resolution-Authorization of Contractor Signature
17
VII.
Term of Contract for Individual Contractors
17
VIII. Amending a Personal Service Agreement
17
IX.
Canceling a Personal Service Agreement
18
X.
Income Tax Withholding for Athletes and Entertainers
19
XI.
Payment of Personal Service Agreements
19
XII.
Obligations
20
1
A.
B.
C.
Responsibilities of the Requesting Department
(Including What to Send in your PSA Package)
Responsibilities of the Office of the Vice President for Operations
Responsibilities of the Office of the Attorney General
20
21
21
XIII. General Guidelines - Four Points to Remember
21
XIV. Where to Call for Help
22
A.
B.
C.
PSA Process and Approvals
RFP Process
Invoice Payments
22
22
22
EXHIBITS
23
Exhibit A
Personal Service Agreement (PSA) Request Form
Exhibit B
Electronic Personal Service Agreement Form 802A
Exhibit C
Amendment Templates
Exhibit D
Personal Service Agreement (PSA) Late Submittal Form
Exhibit E
PSA Justification
Exhibit F
Corporate Resolution Guidelines and Sample forms for
Corporate and Certified Resolutions
Exhibit G
University Signature Authority as directed by an “Excerpt
from the Minutes of the Meeting of the University of
Connecticut Board of Trustees”
Exhibit H
Invoice – Voucher for Goods or Services Form CO-17
2
NOTE: CONTRACTORS MAY NOT BEGIN SERVICE PRIOR TO
RECEIVING A FULLY EXECUTED CONTRACT.
♦ If you are preparing a “GRANT FUNDED” Personal Service
Agreement please click here:
http://www.osp.uconn.edu/subawards.php
I.
Introduction
The process for preparation and review of Personal Service Agreements can be
time-consuming and at times, frustrating. However, while many unanticipated
variables could delay the final approval of a Personal Service Agreement (PSA), a
consistent use of this manual and attention to detail when preparing the PSA Request
Form and the PSA Form itself will reduce contract review and approval time and
prevent unnecessary returns for revision. It is also important that sufficient time
be given when determining the contract period to insure that the contracted
services do not begin prior to the following:
1.
2.
3.
4.
Thorough preparation of the PSA and its required documentation;
Execution (original signature) by the Contractor;
Return and execution by the Department;
Review by the University Administration for form and procurement of
Signatures;
5. Review and execution by the Office of the Attorney General (OAG) in Storrs for
legal sufficiency of contracts over $3,000 and submission for approval to the
Associate Attorney General in Hartford of contracts $100,000+; and,
6. Return to the University for distribution to Accounts Payable for payment
authorization, and the return of copies of the PSA to the originating department.
To expedite the proper completion and approval of University Personal Service
Agreements, this manual has been prepared in conjunction with an Electronic
Personal Service Agreement (MS Excel format) to assist University staff in the
preparation of a University contract that is legally sufficient and approved in a timely
manner.
Personal Service Agreements will NOT be reviewed if they are not
prepared on the current, Electronic PSA Form, which can be found at
http://www.psa.uconn.edu/.
A.
Purpose:
3
The purpose of this manual is to present the University of Connecticut (UConn)
administrative and academic departments with procedures and guidelines necessary for
successful acquisition of personal services that are not available within the State
employment system. As such, Personal Service Agreements serve as a vehicle for the
employment of contractors for a term of not more than one year. Note: Personal
Service Agreements may be extended or renewed, provided the Provost or appropriate
Vice President/Vice Provost, are notified of such extension or renewal.
Before requesting the services of an outside contractor, all State agencies are
expected to first consider alternatives that include the services of existing University
staff, those from other State agencies, non-compensated assistance from outside
resources and/or purchasing services in cooperation with other State agencies.
Note that retired members of the State Employee Retirement System cannot be
placed on Personal Service Agreements. Instead, they are to be placed on Special
Payroll in 120-day positions. They cannot work more than 120 working days in a
calendar year.
For your convenience we have provided the following Exhibits located at the end
of this manual:
♦ Personal Service Agreement (PSA) Request Form (Exhibit A)
♦ Electronic Personal Service Agreement Form 802A (Exhibit B) with
prompts for easier use
♦ Amendment Templates (Exhibit C)
♦ PSA Late Submittal Form (Exhibit D)
♦ PSA Justification (Exhibit E)
♦ Corporate Resolution Guidelines and Sample forms for Corporate and
Certified Resolutions (Exhibit F)
♦ University Signature Authority as directed by an “Excerpt from the
Minutes of the Meeting of the University of Connecticut Board of Trustees”
(Exhibit G)
♦ Invoice – Voucher for Goods or Services Form CO-17 (Exhibit H)
B.
Assistance:
4
If you have any questions concerning this process, or need assistance in
completing any of the forms for non-grant funded PSAs, please contact the Office of the
Vice President (860) 486-4340.
C.
Outline of a Legally Sufficient Contract
1.
2.
3.
4.
5.
6.
7.
8.
9.
Outline format must be used consistently and correctly (no
bullets please);
No attachments. Every term and condition of the contract
must be included on the face of the PSA or on continuing
pages that are sequentially numbered from Page 1 of the PSA;
A thorough, yet concise description of services explaining in
detail – who, what, when, where, why and how services
will be provided. Services should be listed in chronological
order, avoiding any vague or technical language and/or undefined
acronyms;
If the contract is with an out-of-state contractor, it must state that it
will be governed by and interpreted in accordance with
Connecticut law (see page 3 of the PSA). In no event should a
contract state that it will be governed by and interpreted in
accordance with the law of another state;
The contract must not contain a provision obligating the state to
mediate or arbitrate any dispute arising under the contract, or to
bring or defend a suit arising out of or in connection with the
contract in another jurisdiction (as this may be interpreted as a
waiver of the state’s sovereign immunity);
Hold harmless provisions are not granted by the State of
Connecticut, as it would constitute a waiver of sovereign immunity.
Specific questions regarding such requests should be brought
directly to the Storrs Office of the Attorney General for discussion
prior to final recommendation;
Payment section must indicate a maximum payable amount,
itemizing HOURLY services [i.e. $250 per eight hours of service],
costs, travel expenses, equipment costs, etc;
Any corporate certifications or resolutions must be
adopted prior to the execution of the contract, have an
original corporate seal affixed near the original signatures
[if none, “L.S.” may be used], must be executed by
someone authorized to do so, and if it states only the title
of a person, a certification by a corporate officer stating
the officer’s name is required; and,
Amendments to a PSA must be completed prior to the existing
contract end date, have a copy of the original PSA and all prior
amendments attached and clearly define the revisions.
An expired contract CANNOT be amended.
5
II.
The Personal Service Agreement (PSA)
A.
Definition
The Personal Service Agreement (often referred to as a PSA) is a contract for
professional or technical services between the University and individuals, partnerships
or corporations. These contractors are not employees of the State, but are hired for a
fee to provide services that are infrequent and unique, and primarily noncompetitive in
nature.
A Personal Service Agreement between the University and a contractor shall have
a term of not more than one year. All contracts over $3,000 require review for legal
sufficiency and execution by the Assistant Attorney General in Storrs and approval of an
Associate Attorney General in Hartford for all Personal Service Agreements valued at
$100,000 or more. Personal Service Agreements (Form 802A) must be executed and
approved PRIOR to the performance of service.
All Personal Service Agreements for the University of Connecticut
must be submitted on the revised electronic PSA form (Rev. 10/2003) as
follows:
♦ OVER $3,000 – 60 DAYS PRIOR TO THE START OF SERVICES
♦ $3,000 OR UNDER – 30 DAYS PRIOR TO THE START OF
SERVICES
The electronic PSA form eliminates older versions of the form that no longer
conform to State laws. It will also expedite sign-off and save delays and postage by
enabling departments to e-mail the completed PSA to a contractor for review, signature
and return to the department and then processing through the Office of the Vice
President and Chief Operating Officer.
The Personal Service Agreement form clearly states that no liability
for payment shall occur until the contractor is notified that the agreement
has been accepted by the University and approved by the Attorney General
of the State of Connecticut.
6
B.
Contacts
Personal Service Agreements are to be submitted to Office of the Vice President
and Chief Operating Officer, Unit 2014 – (860) 486-4340.
A PSA Justification (Exhibit E) must accompany every Personal Service
Agreement listing:
1)
2)
3)
The source of funding & program associated with the contract;
The reason for procuring services outside of the University; and,
The consequences to the University of not entering into the
agreement with the contractor.
The original signed Personal Service Agreement, Corporate/Certified Resolution,
NonDiscrimination Certification and PSA Justification must be forwarded for
approval, in writing, to the Office of the Vice President and Chief Operating Officer,
Unit 2014, 60 days prior to the start of services being rendered.
C.
When (and When Not) To Use a PSA
The PSA (Exhibit B in PSA Manual) is used for the commitment of funds
concerning all non-employment contracts for personal services that are over $2,000 and
are not issued on a Purchase Order. In addition, the University must utilize Personal
Service Agreements if a contractor has been paid $2,000 during a calendar year.
Personal services include assistance performed by individuals, partnerships or
corporations of a professional or technical nature.
All contracts over $3,000 require review and execution by the Education Division
of the Office of the Attorney General in Storrs and require approval of an Associate
Attorney General in Hartford for all contracts valued at $100,000 or more. Personal
Service Agreements (Form 802A) must be executed and approved PRIOR to the
performance of service.
PSAs are not to be used in place of hiring regular full-time, part-time or
temporary employees. PSAs will not be authorized for work that has been recognized as
belonging to one of the collective bargaining units within the State System.
PSAs are not the appropriate method to use for hiring temporary staff services.
Such services include temporary or emergency assistance, typically in an effort to
provide aid to a department until a vacancy is filled. If your department requires any
temporary or emergency services, please contact the Department of Human Resources
for information and assistance.
In addition, the PSA is not the appropriate method for the hiring of an
individual(s) to teach a class(es). The Adjunct Faculty process is the appropriate method
for hiring part-time teaching services. Adjunct faculty are to be hired utilizing Special
Payroll.
7
If it is determined that an employer/employee relationship exists and the
contractor is acting as an employee, the requesting department will be instructed to
contact the Department of Human Resources for information and assistance.
III.
Procedures, Rules and Regulations
A.
The Personal Service Agreement (PSA) Request
It is recommended that all departments submitting requests for the preparation
of a PSA to their staff be asked to complete a “Personal Service Agreement (PSA)
Request Form,” which can be found at the end of the manual as Exhibit A. This form
will provide specifics of the contract, including names, addresses, FEIN and SS
numbers, description of services, schedule of payments, etc. to those preparing the PSA.
B.
The PSA Process
Whenever possible, all services that are not unique to an individual, partnership,
or corporation should be competitively bid or proposals (Request for Proposal – RFP)
sought through the University Purchasing Office. Competitive bidding is required for
any service in excess of $10,000 in accordance with C.G.S. 10a-151b. Please refer to
Section III. Procedures, Rules and Regulations, D. The Bid Process for further
information regarding competitive bidding for personal services.
C.
1.
PSAs of $3,000 or less must be approved and signed by the
contractor and forwarded to the Office of the Vice President and
Chief Operating Officer at least (30) business days prior to the
actual contract starting date.
2.
PSAs of $3,000 or more must be approved and signed by the
contractor and forwarded to the Office of the Vice President and
Chief Operating Officer at least (60) sixty business days prior to the
actual contract start date. The administration will subsequently
forward all PSAs over $3,000 to the Office of the Attorney General
on the Storrs campus for legal review and execution. All contracts
of $100,000 or more will be submitted to the Hartford Attorney
General’s office for approval prior to the start of contracted
services.
Affidavits from State Contractors and Agency Certification forms must be
included for large State Contracts above $50,000. Pursuant to Connecticut
Statute 4-250 to 4-252, policy and forms concerning gift affidavits and
certifications may be found at:
http://www.ct.gov/opm/cwp/view.asp?a=3001&Q=386584&opmNav_GI
D=1791&opmNav=|
8
Please note: It is in violation of State Policies and Procedures to split a contract
for the purpose of avoiding the above process. UConn shall assume no liability for
payment of services until the contractor is notified that this agreement has been
accepted by UConn and, if applicable, the Attorney General.
D.
The Bid Process
Whenever possible, all services that are not unique to one individual, partnership
or corporation should be competitively bid via sealed bid or request for proposal
(“RFP”). The bid process is initiated by calling the Purchasing Department at (860) 4862616. Prior to hiring an outside contractor, the requesting department should consider
the following alternatives:
♦
♦
♦
♦
Use agency staff;
Request resources from other state agencies;
Seek non-compensated assistance from outside resources;
Purchase services on a cooperative basis with other state agencies.
1.
PSAs with a cost of more than $10,000 but less than or equal to
$50,000 and a term of one year or less are to be based on
competitive sealed bidding whenever possible.
2.
PSAs with a cost of more than $50,000 are to be based on
competitive sealed advertised bidding, and notice of such sealed bid
shall be posted on the Internet.
3.
The following are non-competitive situations:
♦
♦
♦
♦
E.
Entertainers and topical speakers
Contractor is another government agency
The contractor has proprietary services/patent rights
A contractor has been specifically designated by the General
Statutes or a public or special act
Signatures of Approval
Agency approval of Personal Service Agreements is limited to officers of the
University designated by the Board of Trustees as having contract signing authority. For
a current list of approved University signatories, please refer to an “Excerpt from the
Minutes of the Meeting of the University of Connecticut Board of Trustees,” (Exhibit G)
All non-grant funded PSAs are managed, reviewed and University approved
signatures obtained through the Office of the Vice President and Chief Operating Officer
for final approval by the Office of the Attorney General, as necessary.
9
F.
State Code of Ethics
The General Statutes of the State of Connecticut make provisions for preventing
one from using his/her public position or confidential information gained in State
service for personal financial benefit. In accordance with C.G.S. 1-84(i), a State
employee and his/her immediate family are prohibited from entering into contracts
with the State with a value of $100 or more unless the contract has been awarded
through an open and public process (bidding satisfies the requirement; compliance
could take the form of placing an advertisement on the web site). Personal Service
Agreements are considered one such type of contract.
State employees may not use Personal Service Agreements for the purpose of
contracting with a relative (father, mother, son, daughter, brother, sister, uncle, aunt,
first cousin, nephew, niece, wife, husband, grandparent, father-in-law, mother-in-law,
sister-in-law, brother-in-law, stepfather, stepmother, stepson, stepdaughter,
stepbrother, stepsister, half brother, half sister or domestic partner). Such action may
be in violation of the State Code of Ethics and may be subject to an investigation.
Personal Service Agreements may not be used to contract with any individual,
corporation or other business entity in which the requester may have a financial
interest.
IV.
Completing a Personal Service Agreement (PSA) –
“How to Complete the Form CO-802A”
BLOCK NO.
A.
CONTRACTORS MAY NOT BEGIN SERVICE PRIOR TO RECEIVING AN
APPROVED FULLY EXECUTED CONTRACT. (CONTRACT SIGNED BY
ALL PARTIES INCLUDING THE OFFICE OF THE ATTORNEY
GENERAL, IF APPLICABLE.)
B.
To prevent error, PSAs MUST BE TYPED. The ensuing instructions
refer to the sample PSA (Form CO-802A, Exhibit B). Following these
instructions will help ensure successful completion of a PSA. (Please note:
Each item number corresponds to the PSA Block #).
C.
Hold Harmless Clauses – Please note that hold harmless provisions are
not granted by the State, as it would constitute a waiver of sovereign
immunity. Specific Questions regarding such requests should be brought
directly to the Office of the Attorney General for discussion prior to final
recommendation.
D.
Any changes to a contract must be initialed by both the contractor and the
agency-authorized official.
INFORMATION:
10
(1)
Mark PSA as either an ORIGINAL or AMENDMENT. If Amendment, refer to
Section VIII “Amending a PSA” to determine when an amendment is required
and which amendment is to be utilized for your particular situation.
(2)
IDENTIFICATION NO. Leave Blank – The Office of the Vice President and
Chief Operating Officer will assign the PSA number.
(3)
CONTRACTOR NAME, ADDRESS and FEIN/SSN. Enter the contractor’s
complete name and address as on file with the Internal Revenue Service (IRS);
and Federal Employer Identification Number if the contractor is a corporation, or
enter the contractor’s Social Security Number if the contractor is an individual.
The FEIN/SSN is to be repeated in Block 20.
♦ If contractor is not a United States citizen please call the Accounts
Payable Office at (860) 486-1644 to determine the appropriate
documents necessary to pay the contractor.
(4)
ARE YOU PRESENTLY A STATE OF CONNECTICUT EMPLOYEE? Personal
Service Agreements are not to be used for State of Connecticut employees or
retirees.
(5)
AGENCY NAME AND ADDRESS. Enter the campus address for the University;
including department name and unit number as appropriate (exclude names of
individuals).
i.e. University of Connecticut, Office of the Vice President and Chief
Operating Officer, 352 Mansfield Road, Unit 2014, Storrs, CT 062692014
(6)
AGENCY NO. 7301
(7)
DATE (FROM) THROUGH (TO). List the full contract period, allowing a 30day grace period for postponement, review and approval of contract*.
The month/day/year should be abbreviated to the numeric date (i.e. list June 24,
2004 as 06/24/04, etc.). Block (23) requires the contract period as well. If
services are rendered on one day, repeat the date in both the FROM and TO on
both blocks (7) and (23).
*When completing the contract period, please consider possible postponements
(i.e. inclement weather, etc.) and allow for enough “grace” days for such
unexpected occurrences, as well as the required time for review and approval of
the contract before payment can be processed by the Department. Doing so will
avoid the necessity of preparing an amended PSA.
(8)
INDICATE MASTER AGREEMENT, CONTRACT AWARD, OR NEITHER.
Check “Neither”
11
(9)
(10)
CANCELLATION CLAUSE. Enter the number of days written notice is required
for cancellation of the contract. This is a mandatory entry. Generally, the notice
for cancellation is 45 days. However, this can vary depending on the contract.
Failure to indicate a cancellation period by way of a written notice may obligate
UConn to the contractor’s terms and conditions of the contract. [Refer to Section
IX – Canceling a PSA.] It should never say N/A.
DESCRIPTION OF SERVICES:
When composing your description of services:
A.
Avoid Jargon - Use Standard English: Please be certain the language
used in describing the services is standard English, concise, specific and
that no acronyms or technical terms are used without first providing
explanation.
B.
Be Specific – Avoid Vague Terms: Language that is vague (i.e.
"design improvement") may result in disagreements between the
contractor and UConn regarding completion of the services.
C.
Choose Your Words Carefully: (Obligation vs. Discretion) When
choosing words for your Description of Services, use language that
presents an “obligation” on the part of the contractor [i.e. shall, will, or
must], rather than vague language which presents “discretion” on the part
of the contractor [i.e., may, or, is permitted to]. When possible, use
definitive action statements, (on occasion, you wish to convey limited
discretion on the part of the contractor).
•
Rather than: "is designed to"
Say Instead: "will" or "shall"
ƒ
Rather than: "should include"
Say Instead: "will include"
•
Rather than: "are anticipated to"
Say Instead: "will be"
•
Rather than: "a variety of"
Say Instead: list examples
•
Rather than: using no limiting factors
Say Instead: "up to" "not to exceed" "a maximum of"
12
D.
USE "WHO, WHAT, WHEN, WHERE AND HOW" AS A
MANTRA: Use of these words will help you cover all aspects of the
services you expect. You should be able to answer all of these questions in
your description, keeping in mind that those reviewing your request may
not be familiar with your program or your terms of industry. [If
applicable, the contract must clearly identify who owns the developed
product or service after completion of the PSA.]
E.
Be sure every paragraph of your contract is numbered (no bullets please).
This allows for easier reference.
F.
DO NOT let anyone delete (or add) any language to pre-printed Terms and
Conditions on Page 2 of the PSA, without prior approval of the Office of
the Attorney General.
G.
WRITING YOUR DESCRIPTION:
1.
CONTRACTOR AGREES TO . . . Enter a complete description of
the services that the contractor will provide. Please be certain
the language used in describing the service is specific and
that no acronyms or technical terms are used without first
providing explanation
2.
You may continue the description of services on page 3; however,
reference to the continuation of the description of services must be
noted on page one of the PSA in section (10) as “Contract continues
on page 3 of X” and all continuing pages must be numbered
sequentially.
3.
A contractor’s proposal or pre-printed forms should NOT be used
as an attachment, unless it is a template in the form of a rider,
subgrant agreement or affiliation agreement that has been
approved by the Office of the Attorney General. Even this, needs to
state on page one of the PSA in section (10) “Contract continues on
page 3 of X”.
4.
Provide a complete explanation of the need for the services. If the
services are required by Statute, provide the statutory reference.
5.
Since a Department Head cannot authorize a University contract,
we have removed that signature line from the PSA and placed it
instead on the new PSA REQUEST FORM, which initiates the
contract preparation process. This form is kept within the
originating Department and is not submitted with the
PSA.
6.
CONTACT NAME & PHONE - Provide a typed name and
telephone number of the person to contact if there is a problem or
question regarding the agreement during processing (e.g.
Department Administrative Assistant or any other person who may
have extensive knowledge of the agreement with the contractor.)
13
(11)
COST AND PAYMENT SCHEDULE
A.
PAYMENT TO BE MADE UNDER THE FOLLOWING SCHEDULE, UPON
RECEIPT OF PROPERLY EXECUTED AND APPROVED INVOICES. The
terms and conditions regarding the cost and schedule of
payments to the contractor must be specific.
B.
Payment will not be made until the terms are met, a vendor’s invoice has
been received and has been approved for payment and an Invoice –
Voucher for Goods or Services form CO-17 (Exhibit H to PSA Manual) is
provided to the Accounts Payable Department.
C.
If periodic (interim) payments for the contract are desired, you might
consider indicating a hold back of a large enough sum for the final
payment, which will offer the contractor an incentive to finish the work.
Normal payment terms are Net 45 days from receipt of properly executed
invoice.
When paying in increments be sure to spell out exactly when payments are
to be made, for how much and when (e.g. upon completion of a specific
task or on a specific date).
D.
When Completing the Cost and Payment Section, Ask Yourself This
Question: if the contract were terminated for any reason prior
to completion, would a court be able to determine what portion
of the services have been provided and how much the
contractor is owed for those services?
Therefore, if possible, it is always preferable to state a rate
payable by the day, by the hour, or by the discreet task.
E.
For payments to athletes and entertainers, refer to Section X. Income
Tax Withholding for Athletes and Entertainers for relevant tax
withholding guidelines.
F.
If travel reimbursement is to be made part of the contract, it must be
calculated in accordance with standard State of Connecticut regulations
relating to travel.
14
G.
The bottom of your cost and payment section must state:
“MAXIMUM AMOUNT PAYABLE UNDER THIS CONTRACT IS
$____.” The total dollar amount of the contract must be listed here.
If expenses are included in total cost, it should clearly state:
“Total maximum amount payable (inclusive of all expenses and
any applicable subcontracts) is $____.”
H.
REMEMBER: If the contract value is $50,000 or more, gift
affidavits and agency certification forms MUST accompany the
PSA. The Affidavit forms are available at:
http://www.ct.gov/opm/cwp/view.asp?a=3001&Q=386584&op
mNav_GID=1791&opmNav=|.
(12 – 19)
Leave blank.
(20)
Same as Block 3.
(21- 22)
Leave blank.
(23)
CONTRACT PERIOD (FROM/TO). List the full contract period. The
month/day/year should be abbreviated to the numeric date (i.e. list June 24,
2000 as 06/24/00, etc.). Block (7) requires the contract period as well. If
services are rendered on one day, repeat the date in both the FROM and TO on
both blocks (7) and (23).
When completing the contract period, please consider possible postponements
(i.e. inclement weather, etc.) and allow for enough “grace” days to allow for such
unexpected occurrences. Doing so will avoid the necessity of preparing an
amended PSA.
(24-25)
Leave blank.
(26)
List maximum dollar amount to be paid to contractor.
(27)
Leave as “7301”
(28-29)
Complete with your department coding.
(30-31)
Leave blank.
(32)
List the FRS account to be charged (ensure that there are adequate funds in the
account to be encumbered).
15
(33)
F.Y. Enter the current fiscal year
(34)
STATUTORY AUTHORITY. C.G.S. 10a-104 and 10a-108 are the Connecticut
General Statutes that pertain to UConn’s purchasing authority. This reference is
printed on the University’s Electronic Form Rev. 10/2003.
(35)
CONTRACTOR (OWNER OR AUTHORIZED SIGNATURE), TITLE, DATE – The
signature of the individual authorized to enter contracts on behalf of the vendor
is required. This name must agree with the name provided on the corporate
resolution. Refer to Section VI – The Corporate/Certified Resolution – for
further information. The signature must be original and in blue ink.
The contractor must date his/her signature of the contract. The title of the
contractor, if an individual, is always “CONTRACTOR”. If the contractor is an
organization, the title will be the signatory’s organizational title (i.e. President,
Director, etc.). The capacity in which the contractor has signed the contract must
be correctly stated:
if an individual (even if a d/b/a) — contractor;
if on behalf of a corporation — office held (president, etc.);
if on behalf of an LLC — member or manager;
if on behalf of a partnership — general or limited partner.
(36)
AGENCY (AUTHORIZED OFFICIAL), TITLE, DATE – Leave Blank.
Agency approval of Personal Service Agreements is limited to officers of the
University designated by the Board of Trustees as having contract signing
authority. For a list of approved University signatories, refer to “Excerpt from the
Minutes of the Meeting of the University of Connecticut Board of Trustees”.
(Exhibit G to PSA Manual.) The Office of the Vice President and Chief Operating
Officer will obtain the appropriate signature for Block 36.
(37)
OFFICE OF POLICY & MGMT/DEPT OF ADMIN. SERV., TITLE, DATE –
Leave Blank.
Public Acts 91-256, 92-154, 93-201, and 99-285 authorize Connecticut higher
education to purchase commodities and/or services without having to obtain the
consent of the State of Connecticut, Department of Administrative Services
(DAS).
(38)
ATTORNEY GENERAL (APPROVED AS TO FORM), DATE: - Leave Blank.
Contracts with a value over $3,000 require the review and approval of the
Attorney General’s Office. Please note: No contracted services over
$3,000 may commence prior to the Attorney General’s signature of
approval. The Office of the Vice President and Chief Operating Officer will
obtain the appropriate signature for Block 38.
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V.
Personal Service Agreement (PSA) Late Submittal
Submitting a State contract for approval after the start of the contract period is a
clear violation of State Contracting Policies and Procedures. During State audit reviews
the University has been sited for such violations. It is extremely important that all
departments submit PSAs for approval prior to the start date of the contract period.
PSAs valued at $3,000 or greater must be submitted at least 60 business days
prior to the start date of the contract.
PSAs valued at $3,000 or less must be submitted at least 30 business days prior
to the start date of the contract.
If a PSA must be submitted after the start date, a completed PSA Late Submittal
Form http://psa.uconn.edu/forms/latepsaform.doc (Exhibit D) must be completed,
signed by the appropriate Dean, Director or Department Head and submitted with the
PSA. If the PSA is received without this document, it will be returned unprocessed.
(PSAs will not be processed after the end date of the agreement.)
VI.
The Certified Resolution - Authorization of Contractor Signature
All certifications, whether they are for Resolutions, By-Laws or Minutes, should
be updated annually.
If the contractor is a corporation, a Certified Corporate Resolution from the
Secretary/Clerk of the corporation, indicating authorization for an officer of the
corporation to sign contracts on behalf of the corporation is required. An original
Certified Resolution must accompany each PSA, as the Attorney General’s Office will not
approve such a contract without evidence of the validity of the contractor’s signature.
(If processing two PSAs with the same contractor, two original corporate resolutions
must be provided – one for each contract.) When processing an Amendment, a new
original Corporate Resolution is required.
The Certified Corporate Resolution must bear the company’s raised or embossed
corporate seal. If the corporation has no seal, the words “NO CORPORATE SEAL” must
be typed on the Certified Corporate Resolution, or the letters “L.S.” may be written near
the signatory. Examples of Certified Resolutions, as provided by the Attorney General’s
Office, can be found in the Exhibit section of this manual (Exhibit C).
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VII.
Term of Contract for Individual Contractors
In accordance with C.G.S. 4a-7a, Personal Service Agreements involving
individuals shall not have a term of more than one year. Note: (Personal
Service Agreements may be extended or renewed, provided the Provost or appropriate
Vice President/Vice Provost, are notified of such extension or renewal.)
VIII. Amending a Personal Service Agreement
A Personal Service Agreement must be amended for any of the following reasons:
♦ The scope of the project has changed;
♦ The terms and conditions of the contract have changed;
♦ The contract dates have changed;
♦ The costs involving the contract have changed;
♦ The payment schedule has changed;
♦ The contract’s end date requires extension; or
♦ The contractor has incurred a “buy-out” and is now operating under another
company.
♦ The contract amount has been increased to over $50,000, which requires the
completion of a gift affidavit and agency certification form.
When preparing an Amendment, the appropriate Amendment Template must be
used. Amendment Templates for a Cost Extension Amendment, No-Cost Extension
Amendment and Multi-Purpose Amendment (i.e. funding increased and new services
added; funding decreased and services modified; budget and payment schedule
modified; description of services changed, etc.) can be found in Exhibit C.
1. The Contractor’s name and the original contract identification number (PSA
#) must be inserted on the first and second lines of the appropriate
Amendment form.
2. You must insert the number of the Amendment (i.e. Amendment #1,
Amendment #2, etc.) on the third line.
3. If the contract is extended, the new term of the contract is inserted on the
fourth line. If the original contract date is not modified, the date of the
original contract is inserted on the fourth line.
4. If the contract amount is increased or decreased, the new contract amount is
inserted on the fifth line.
The Office of the Attorney General must review all contract amendments. The
Amendment must be submitted (with all prior amendments, if any, a copy of the
original contract a new corporate resolution, new NonDiscrimination Certification, and
PSA Justification attached) to the Office of the Vice President and Chief Operating
Officer a minimum of three weeks prior to the expiration date of the original contract.
Most importantly, the Amendment must specify clearly why the contract is being
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amended. An Amendment is processed in the same manner as the original PSA and
requires all new signatures (i.e. contractor, authorized University official and Attorney
General).
All Amendments must be submitted to the Office of the Vice President and Chief
Operating Officer for review. It will then be forwarded to the Office of the Attorney
General in Storrs for review as to legal sufficiency and approval (as appropriate). If the
Amendment is for a contract over $100,000, it will be forwarded by the Office of the
Attorney General in Storrs to an Associate Attorney General in Hartford for approval.
An Amendment to a Personal Service Agreement CANNOT be
processed if the original contract has expired. A new original PSA will need
to be initiated.
IX.
Canceling a Personal Service Agreement
If an approved Personal Service Agreement must be cancelled by the University, a
letter of cancellation must be sent to the contractor from the appropriate signature
authority of the requesting department (e.g. Department Head or Dean), with a copy to
the Office of the Vice President and Chief Operating Officer. Failure to provide a written
request of cancellation may obligate the University of Connecticut.
Generally, the number of days regarding a written notice of cancellation is thirty
(30). However, this clause may vary depending on the contract. It is the responsibility
of the requesting department to provide documentation for appropriate cancellation
notice.
X.
Income Tax Withholding for Athletes and Entertainers
In accordance with C.G.S. 12-705(b)1, Connecticut income tax is to be
withheld from athletes and entertainers where the payment exceeds
$1,000. Such withholding is relevant to athletes, entertainers, or public speakers
performing services within Connecticut that are not residents of the State of
Connecticut. Such withholding is not relevant to persons treated, for federal income tax
withholding purposes, as an employee.
Please note that contractors or individuals may be registered directly with the
Department of Revenue Services (“DRS”), and as such, will file directly with DRS. For
additional information and on-line forms such as the Form 590 Request for Waiver of
Withholding for purpose of “Declaration of Residency, Designated Withholding Agent or
Connecticut Maintained Office” and Form 588 Request for Reduced Withholding for the
purpose of itemizing expenses occurred, please refer to the DRS website
http://www.ct.gov/drs/cwp/view.asp?a=1511&q=288470
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If such taxes are relevant for withholding, the Personal Service Agreement should
be modified to add the following wording shown in bold to the end of the statement
above Block 34, and read:
"Individuals performing services as independent contractors are not
employees of the State of Connecticut and are responsible themselves for
payment of all State and local income taxes, federal income taxes and
Federal Insurance Contribution Act (FICA) taxes, except in the case of
CT non-resident Athlete and Entertainer Tax."
A statement relating to the withholding of such taxes should be included in the
Cost and Schedule of Payments (Block 11 of Form CO-802A).
Any questions regarding income tax withholding for athletes and entertainers
may be addressed to the Accounts Payable Department, (860) 486-4137.
XI.
Payment of Personal Service Agreements
To receive payment, the contractor’s invoice, along with an Invoice – Voucher for
Goods or Services form CO-17 (Exhibit H), must be submitted to the Accounts Payable
Department for payment to be made after services are rendered. A person authorized to
charge against the FRS account in question must sign the CO-17, attesting that the
services have been rendered. It is also a good idea to be certain both the invoice and
voucher contain the PSA number of the contract.
Please note: Be certain that the contractor has fully performed the required services
before authorizing final payment. Full liquidation of a PSA closes the
agreement; thus making it difficult to settle disputes involving the
contractor's obligations.
XII.
Obligations
A.
Responsibilities of the Requesting Department
The requesting department should have the following procedures and
documents completed prior to forwarding a PSA to the Office of the Vice
President and Chief Operating Officer:
1.
2.
3.
A completed PSA with a detailed Description of Services;
The PSA must be signed and dated by the contractor
(original signature with blue ink);
If the contractor is not an individual, a Certified Resolution
must be completed by the contractor's organization and submitted
with the PSA (sample certified resolutions are available at
http://psa.uconn.edu/corpres.html;
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4.
5.
6.
♦ Must contain an original signature by someone other than the
individual who signed the PSA
♦ Signature must be dated the same date or later than the
signature of the contractor on the bottom of page one of the PSA
If space in Section (10) for Complete Description of Services is
inadequate, Section (10) must continue on page 3. The statement
“contract continues on page 3 of X” must then be inserted in
Section (10) and the pages sequentially numbered;
PSA Justification for expenditure of funds through a Personal
Service Agreement must be submitted to the Office of the Vice
President and Chief Operating Officer for approval of services; and
For contracts valued over $50,000 Contractor and University
notarized Affidavits and agency certification forms must be
included. They are available at:
http://www.opm.state.ct.us/policies.htm#Office_Secretary.
♦ It is also the requesting department's responsibility to monitor the
performance of the contractor, and report any deviations of the contractor's
obligations to the Office of the Vice President and Chief Operating Officer.
♦ In addition, it is the responsibility of the requesting department to prepare a
written letter of cancellation, with a copy to the Office of the Vice President
and Chief Operating Officer, in order to terminate a contract agreement. Refer
to Section IX. Canceling a Personal Service Agreement for more information.
♦ Finally, it is the requesting department's responsibility to review and approve
vendor invoices for payment. The requesting department must complete
Voucher for Goods or Services, Form CO-17 (Exhibit H) clip it to the vendor's
invoice and submit both to the Accounts Payable Department for payment
after services are rendered.
B.
Responsibilities of the Office of the Vice President
The responsibilities of the Office of the Vice President and Chief Operating
Officer regarding the PSA process include:
1.
2.
3.
4.
Review PSA, Certified Resolution, NonDiscrimination Certificate
and PSA Justification for proper completion and accuracy;
Obtain University Board of Trustees authorized signature on the
agreement;
Forward PSA(s) valued over $3,000 to the Storrs Office of the
Attorney General for legal review and approval. Contracts valued
$100,000 or more will be submitted to the Hartford AG for
approval;
Acting as UConn liaison between requesting department and
Attorney General; and,
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5.
C.
Forwarding authorized, fully executed PSA(s) to the originating
department and the Accounts Payable Department. (Note:
Department will receive two copies of the executed PSA – one for
their files and one to be provided to the contractor.)
Responsibilities of the Office of the Attorney General
Pursuant to Connecticut General Statute §3-125, the Office of the Attorney
General (OAG), located on the University’s Storrs campus, reviews and approves
all contracts over $3,000 for form, substance and legal sufficiency and
recommends contracts valued $100,000 or more for final approval by the
Associate Attorney General in its Hartford office.
XIII. General Guidelines - Four Points to Remember
1.
State employees may not use Personal Service Agreements for the
purpose of contracting with a relative (father, mother, son,
daughter, brother, sister, uncle, aunt, first cousin, nephew, niece,
wife, husband, grandparent, father-in-law, mother-in-law, sister-inlaw, brother-in-law, stepfather, stepmother, stepson, stepdaughter,
stepbrother, stepsister, half brother, half sister or domestic
partner). Such action may be in violation of the State Code of Ethics
and may be subject to an investigation.
2.
Personal Service Agreements may not be used to contract with any
individual, corporation or other business entity in which the
requester may have a financial interest.
3.
In accordance with C.G.S. 1-84(i), a State employee and his/her
immediate family are prohibited from entering into State contracts
with a value of $100 or more, unless the contract has been awarded
through an open and public process.
4.
Travel Costs:
Contractor Travel Costs: Contractors may be reimbursed for
travel expenses only when these expenses are clearly defined within
the Cost and Schedule of Payments (Block 11) on the PSA. In these
cases, the contractor is responsible for settling all lodging bills
(although a University representative may make the reservation, if
requested). When doing so, however, University representatives
should make it clear to the hotel that the contractor will settle
the bill. The contractor must provide original receipts and
reimbursement will be based in accordance with standard State of
Connecticut regulations relating to travel.
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When utilizing the Nathan Hale Inn and Conference Center located
on the University of Connecticut Storrs campus, University
departments may make reservations for contractors (often
entertainers) and instruct the Inn to bill their Department directly.
Agency Travel Costs: When the Department is paying for
transportation costs outside of the contractor’s cost for services, it
should be specified in Block #11 on the face of the PSA that “[T]he
University of Connecticut will provide and make
payment for local ground transportation from
_____and to_____ and lodging for ___ nights at . . .”
XIV. Where to Call for Help
A.
PSA Process and Approvals
(860) 486-4340.
B.
RFP Process
University Purchasing Department (860) 486-2616
C.
Invoice Payments and Income Tax Withholding for Athletes and
Entertainers
Accounts Payable Department (860) 486-4137
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EXHIBITS
Exhibit A
Personal Service Agreement (PSA) Request Form
Exhibit B
Electronic Personal Service Agreement Form 802A
Exhibit C
Amendment Templates
Exhibit D
Personal Service Agreement (PSA) Late Submittal Form
Exhibit E
Vice President Dreyfuss’ memo of June 6, 2002, regarding
Memos of Justification
Exhibit F
Corporate Resolution Guidelines and Sample forms for
Corporate and Certified Resolutions
Exhibit G
University Signature Authority as directed by an “Excerpt
from the Minutes of the Meeting of the University of
Connecticut Board of Trustees”
Exhibit H
Invoice – Voucher for Goods or Services Form CO-17
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