QUESTIONS AND ANSWERS

Q.           When do I need a Personal Service Agreement (PSA)?

A.        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 PSA should be completed for this type of service which will cost the University $2,000 or more; also, utilize PSAs if a contractor has been paid $2,000 during a calendar year. When unsure if a contractor has been paid $2,000 during a calendar year you may call the Office of Accounts Payable, 486-4137 for assistance. 

Q.           I submitted a contract for review and approval three weeks ago.    How do I find out the status of that contract?

A.          First check with the originating Department and ask them to go through the proper chain to locate your contract. Contracts vary by amount and contractor and as such, are sent to different locations for approval.

Q.          Which contracts must be submitted for approval to the Office of the Attorney General?

A.          All University contracts over $3,000 and all capital project contracts must first be reviewed by the Office of the Attorney General (A/G) and then sent to Hartford for approval by the Associate Attorney General.   Initial contract review must occur in the Office for Sponsored Programs or the Office of the Vice President and Chief Operating Officer.   Do NOT send contracts directly to the Storrs A/G Office for review/approval.

Q.          May I direct a contractor to perform services prior to contract approval?

A.          No – Contractors may not begin service prior to receiving a fully executed contract, which has been approved by the Office of the Attorney General.

Q.          What if a contractor requests that terms and conditions on the State PSA form be altered?

A.          Contact the Storrs office of the Attorney General as soon as possible. If deviation from the statutory non-discrimination language is requested, UConn must obtain a waiver from the Commission on Human Rights and Opportunities (CHRO) before the contract is signed and services begin. If deviation from the mandatory Executive Order language is requested, UConn must obtain consent from the Governor’s Office before the contract is signed and services begin. NOTE: Waiver requests can be timely and will delay the start of contracted services.

All other requests for deviation from State Contract language require prior approval by the Office of the Attorney General.

Q.           How do I know who can sign a contract when several parties are involved?

A .           Sometimes (as in Jorgensen productions) there are agents and managers and performers all involved in the same contract.   Only those with current written authority to sign on behalf of the contractor may do so.  

Q.            Can my Department Head or Dean sign as the "Agency Authorized Official" on the PSA?  I recall that my Department Head or Dean had to sign these agreements in the past.

A.             Department Heads and Deans are NOT authorized to sign contracts for the University of Connecticut.  Contract signing authority is designated by the Board of Trustees and the list of authorized signatories is available on the web at: http://www.psa.uconn.edu/forms/signature.pdf. "Agency Authorized Official" signature will be obtained by the Office of the Vice President & Chief Operating Officer or the Office of Sponsored Programs.

In the past Department Heads and Deans signed to authorized use of FRS codes but it was determined by the Office of the Attorney General to be a practice that could be misconstrued as authorizing the entire PSA so the practice was discontinued.

Q.         What do I need “Resolutions” for and which ones are appropriate?

A.           You need resolutions or signing authority for all contractors who are part of a corporation or a limited liability company.   You also need certifications of signing authority from Board members of institutions or organizations.   We also have a form to use for verification of signing authority by a Corporate Counsel, when others are not available.   Remember, the purpose of the corporate resolution is to provide proof that the individual who signed the PSA is authorized to do so.

Q.           What are some of the liability or insurance issues I should be concerned about?

A .           Be concerned when any contractor asks to revise or delete any State mandated language on Page 2 of the PSA (the terms and conditions).   As a State agency, the University is “self-insured”, which means that any claim against the University must be authorized by the State Claims Commissioner.  

The basic premise of indemnification in State contracts is that the contractor holds the State harmless form liability.   Any shift in liability must be assessed on a case-by-case basis.   

              Examples of unacceptable language include:

                             “Contractor shall not be liable . . .”

                              “College agrees to hold contractor harmless . . .”

                             “College agrees to indemnify contractor. . .”

If someone asks you to delete any of that language, revise it or add liability or insurance language of their own, refer their concerns to the Office of the Attorney General for advice.

Q.           Tax Forms - Who gets what?   What are we Responsible For?

A .           Terri Richard of Accounts Payable has advised us that there is a Policy statement on income tax withholding for Athletes or Entertainers that can be accessed on the DRS web site at http://www.ct.gov/drs/lib/drs/publications/pubsps/2004/ps04-1.pdf.    Forms CT-588 (request for reduced withholding) and CT-590 (request for waiver of withholding) are the ones you need to use.   However, I would always double-check this information with Accounts Payable at 486-4137.

Q.           I normally receive my requests for PSA preparation either verbally (from an administrator) or from the prospective contractor, who sends me a letter or proposal.   Then it takes me a good deal of time to obtain all the other information required to complete the PSA and obtain signing authority documentation if required.

A .           We have developed a PSA Request Form for your use.   It is located on the contract web page at http://PSA.UCONN.edu.   This document provides space for all the information you need to complete the PSA.   Give it to your administrator and fax a copy to the contractor (requesting answers to sections 2 and 3).   If applicable, also send a letter to the contractor requesting appropriate documentation of signing authority.

Note:   It is never wise to have a contractor compose their own description of services, because in most cases they won’t have the University’s best interest in mind.   Instead, have the administrator complete the rest of the form before you complete the PSA.

If you have any suggested additions or revisions to this form, don’t hesitate to contact us.

Q.           I have been asked to compose a description of services and I am just stumped as to how to articulate it.

A .           First, go to your administrator for guidance about the full scope of services, deliverables, intentions and/or obligations of each party.   If you still have concerns, fax or e-mail them to your University contract contact in the Office of the Vice President for Operations or the Office of Sponsored Programs.   They will contact our office for advice, if they have not addressed a similar issue previously.

We have found that contracts over $100,000 without a pre-approved template are scrutinized by many and delayed as a result.   [After review in the Storrs office of the Attorney General, they go to the Hartford office for review by another paralegal and two attorneys before being executed.]    If they are over $50,000, they also require gift affidavits, which also complicate matters.

Consequently, to expedite your contracts, we will pre-review any contract over $100,000 that doesn’t already have a pre-approved contract template.   You may fax them to Pat Leavens at 486-4369.   If we feel it is a complex contract, we will forward it to Hartford for their pre-review as well.

Q.           If a vendor is on file, do they need a corporate seal and resolution? I know we need a new one every year - why?

A .           A new original corporate resolution must accompany every PSA and be dated the same date or later than the date the PSA is signed by the contractor.

Q.          I don't speak legalese and I feel that my PSAs (CO-802A) aren't in the legal language you would like to see.   What are you looking for in terms of language?

A .           We would prefer that no legalese be used in contracts, just standard English. All the mandatory legal language is already on page 2 of the electronic PSA form. One other concern is the proper form of signing authority documentation provided by the contractor.   Please provide them with our web page for sample forms at http://PSA.UCONN.EDU

 Commonly we find that PSAs either offer insufficient information to describe the services or cost section or, too much information is provided (in the form of proposal documents just stapled to the back of the PSA).   When you try to define the services or cost section, just ask yourself who, what, when where and how the contractor is expected to provide the services and whether a third party would be able to determine exactly what services should be provided to the University.

A contract is a written document that represents all the intentions of the parties.   Be certain that the language of the contract precisely states what you expect from the contractor.

When you think you’re finished completing the PSA, re-read it and try to answer this question:

If the contract were to be cancelled for any reason, would a third party be able to determine exactly what services were (or should have been) provided to the University and would you know how much the contractor would be owed for services provided to date?

The only other guidance we have is to be specific, be clear, write in a way that anyone would know what you’re talking about and avoid unexplained acronyms or industry jargon.   Also, use terms (like will/shall) that obligate the contractor and try to avoid vague or ambiguous language.   For example, instead of saying in your contract that the services must be “reasonably satisfactory,” try to describe services in conjunction with a detailed set of specifications, even if they have to be continued on page 3 of the contract or added as a schedule.  

Don’t attach or copy language from a proposal (verbatim), as proposals typically include discretionary language about what they propose the services are designed to do or what they intend to accomplish.   Instead, continue your description (if necessary) onto a third page and further, if needed, using standard outline format (no bullets), so no language can be removed without anyone’s knowledge.

Q.           I do tell the contractor not to begin services before everything is in place, but I don't know if they adhere to that policy. Would a cover letter with that statement in it be helpful?

A .           The University’s electronic PSA form states at the top that No services should begin until the contract is executed and approved by the Attorney General.   For this and other reasons, it is very important to use the University’s current electronic PSA form and read the prompts that have been placed on it.   Just drag your mouse over each red triangle and it will give you guidance.   Every time you need to do a new PSA please go to the PSA web site and download the newest PSA form.   It is likely to have changed since the last time you used it.

Q.           Why is the $3,000 amount that requires AG approval not higher? More like $10,000.    Seems the smaller agreements should be able to be approved in-house.

  A.           It actually was raised in 2004 to $15,000, but temporarily rescinded until some problems with abuse in State contracting are identified and addressed.   You may recall that at that same time, the gift affidavit policy for all contracts over $500K was instituted.   The Governor’s office recently created a Task Force on State Contracts and you can reasonably expect more tightening of contract policies in the State over the next year.

Q.           Are we looking at the way other states are processing these types of agreements? I remember seeing other similar agreements that are condensed to one page containing contractor info, dates and descriptions of service, amounts, and small section of standard terms & conditions. No Contractor’s certifications were necessary (this always seems to confuse contractors as to why we require this).

A .           As a State agency, we have to comply with Connecticut’s contracting laws. As mentioned above, we can reasonably expect changes in the State contract process in the next year as a result of the Governor’s Contract Reform Task Force.

Q.           How are we attempting to educate UConn faculty/researchers on the use of the PSA? It seems that they are often unaware of the process and tend to promise collaborators immediate payment. Often services from the contractor are already completed, are being performed, or are in preliminary stages before there is a revelation that a PSA needs to be done. It always seems to be a shock to contractors and UConn collaborators that this procedure is required. This makes our faculty and administrators appear incompetent to our collaborators and may deter from future collaboration attempts.

A .           The University’s contract web page, which links to the web pages of the Office of the Vice President for Operations and the Office of Sponsored Programs, have very large bolded statements as to the fact that work should not begin before the PSA is approved.   As mentioned earlier, we have also added that language directly to the PSA form instructing contractors that work must not begin before the PSA is approved.   We welcome any other suggestions you may have.