3210 Professional Services and Consulting
3210.1 Appropriate Engagement of External Service Providers 3210.2 Initiating and Processing Professional Services and Consulting Agreements (PSCA) 3210.3 Required Approvals & Thresholds 3210.4 Services Requiring Alternate Agreements and/or Additional Approvals 3210.5 Access to Confidential Information
This policy explains the necessary criteria in order to engage external service providers by the University. It applies to a variety of service providers ranging from individuals working as sole proprietors to large consulting firms.
This policy does not apply in full to the University’s engagement of individuals/entities for certain professional services, as listed in Policy 3201 General Purchasing, Section 3201.5 (Table 2). Such services include investment management, legal, tax, accounting, auditing, architectural, engineering, construction, insurance, employee travel, employee benefits, real estate, and licensing of intellectual property.
Note: Different circumstances will require amendments to the form of agreement or use of a different template, as set forth in Section 3210.4 below.
The University should retain external service providers only when the skills required are not available or able to be provided by University faculty or staff. External service providers normally possess specialized skills, knowledge or credentials that are not readily available among the University’s faculty and staff, and the expertise is provided on a temporary basis, usually for a fee. For example, service providers may be retained to provide specialized services for business process modernization, computer systems development, strategic planning and other management initiatives. Service providers may also be engaged to provide professional services in connection with the University’s capital, clinical, research and other academic and administrative programs.
Service provider fees must be appropriate for the services rendered and the service provider’s qualifications. Service providers must be selected in accordance with the University’s competitive bidding and selection process as specified in Policy 3201 General Purchasing Policy. All Professional Services and Consulting Agreements (PSCA) must be approved by an authorized University official as defined in Section 3210.3 before the commencement of work.
Fees for these services may not be paid from University-administered funds of any kind to staff or faculty for work that is related to their current obligations at the University.
Payments must comply with all applicable governmental rules and regulations and University policies, including but not limited to, sponsored award terms and conditions, taxation, and conflict of interest. Federal funds, including those recovered as facility and administrative costs may not be used to pay consulting or other professional fees for an individual who is employed full time by the federal government.
External Service Providers
Organizations or individuals who provide professional or other services to the University for a fee.
Professional Services and Consulting Agreement (PSCA)
An agreement between Yale and a qualified entity for the purchase of goods and/or services.
An agreement of financial support under a sponsored award from an entity (also referred to as “grantee”) to a qualified organization for the performance of a substantive portion of the programmatic effort under the sponsored award. A subaward is not used for the procurement of goods and services purchased under an award, as the providers of these goods and services have no programmatic responsibility. Entities receiving a subaward are referred to as a “subrecipient”.
Yale’s E-Procurement Solution
Yale’s electronic solution for the procurement of goods and/or services. The Workday Create Requisition function replaces SciQuest as Yale’s e-procurement solution as of July 1, 2017. SciQuest catalogs and contract pricing are available via the Connect to Supplier Website option.
The engagement of all external service providers must be reviewed to ensure their tax classification is correct prior to providing services to the University and regardless of the amount of compensation to be paid to the service provider. All determinations as to whether an individual is an independent contractor vs. employee must be made in accordance with Procedure 3210 PR.02 University Employee vs. Independent Contractor. It is the responsibility of the lead administrator to make this determination.
The University has developed the PSCA agreement Form 3210 FR.01, which must be used for agreements that involve total aggregate payments in excess of $10,000 per engagement. Certain agreements require alternate forms and approvals which are listed in Section 3210.4 below.
Using the standard Yale University PSCA form can expedite the approval process. Modifications to the standard Yale University PSCA form and other forms can take longer to review.
The lead administrator must ascertain to the best of his/her knowledge and confirm to the University that:
- The estimated fee is appropriate considering the qualifications of the service provider and the nature of the services to be provided;
- Federal funds are not used to pay the fees of a full-time federal employee;
- The Office of Sponsored Research (OSP) has reviewed and approved the sponsored-award-related Professional Services and Consulting Agreements as appropriate and in accordance the terms and conditions of the underlying sponsored award;
- Note: For sponsors requiring prior approval, the approval documentation must accompany the agreement in order for Yale to engage an external service provider or consultant and execute a PSCA;
- The service provider has no family relationship or business affiliation with the employee requiring service, the University faculty sponsor (if different), or another University employee; and
- All engagements of independent contractors, regardless of amount of compensation, are entered into Workday as requisitions with all appropriate documentation attached.
Purchasing Services determines the appropriate contract and the University may only use time and material type contracts after a determination that no other contract is suitable.
All agreements must be signed first by an authorized signatory of the external service provider and then sent to Purchasing Services for review, approval, and signature before any work begins.
PSCAs must be approved by University officials as set forth in Procedure 3210 PR.01 before any work begins. Agreements may not be binding if the required approvals are not obtained.
Agreements for certain types of services require alternate/additional approvals as provided in Section 3210.4 below.
Construction, Renovation and Alteration Projects
Only the Facilities department (Central or School of Medicine) is authorized to procure and manage architectural, general contracting, engineering, and any other services for construction, renovation, maintenance and alteration projects. Departments and schools must contract with the facilities department directly for these types of services.
Environmental Health and Safety
Environmental, occupational, and other health and safety services are subject to the agreements that must be authorized by the Office of Environmental Health and Safety.
Legal and Tax Services
All legal services provided by external attorneys must be arranged through the Office of the Vice President and General Counsel. Departments may not obtain legal services directly from external attorneys without prior written approval from the Office of the Vice President and General Counsel. The University’s Tax Office or the Office of the Vice President and General Counsel will retain external public accountants to provide tax and international consulting services.
Consulting Agreement Involving Non-U.S. Payees
Any consulting agreements involving non-U.S. citizens and non-U.S. lawful permanent residents or entities organized and/or located outside the United States must refer to the International Tax Office website for important information.
External Public Accountants and Auditors
The Vice President for Finance and Chief Financial Officer and the Corporation Audit Committee are responsible for retaining external public accountants who perform audits of the University or its specific subdivisions. Any department that wishes to engage the same external public accountant for any other services must obtain prior approval from the Vice President for Finance and Chief Financial Officer and the Corporation Audit Committee.
The Office of Cooperative Research must approve all agreements that provide for the license or transfer of intellectual property rights that may be owned by the University.
Subawards under a Sponsored Award
The Office of Sponsored Projects (OSP) must execute and approve all subawards and subsequent amendments under a sponsored award. Review Procedure 1307 PR.01 Establishing Subrecipients Associated with Sponsored Programs, regarding the necessary steps for:
- proposing a subawardee in a proposal;
- executing a subaward; and
- proper monitoring and management of a subaward.
Departments wishing to engage guest speakers should use 3210 FR.02 Guest Speaker Agreement authorized by Purchasing Services.
Artists, Performers or Entertainers
Departments wishing to engage artists, performers or entertainers should use 3210 FR.04 Standard Performance Agreement authorized by Purchasing Services.
Note: In the instances where checks are required at the end of service, the Check Request process should be utilized for payment.
Any agreement that would provide a supplier with access to Yale Protected Information must include confidentiality and security provisions approved by the Office of the Vice President and General Counsel. For purposes of this section, “Protected Information” means information (i) that any state or federal law, statute, rule, or regulation requires the holder to protect from unauthorized access, disclosure, or use; OR (ii) that Yale has identified as confidential in writing to the supplier; AND (iii) that the supplier creates, receives, or has access to in fulfilling its obligations under its agreement with Yale.
Exceptions to this policy must be approved by the Controller’s Office, in consultation with the Provost’s Office, General Counsel, or an Officer of the Corporation, as appropriate.
Roles and Responsibilities
Chief Procurement Officer - Approves and signs Professional Services and Consulting Agreements valued up to $5 million.
Lead Administrator - Ensures that any services under the PSCA are in compliance with University policies and/or the sponsor guidelines, when appropriate.
Note: For PSCAs requiring prior approval as a term and condition of the sponsored award, the approval documentation must accompany the PSCA.
Director of Purchasing Services - Approves and signs Professional Services and Consulting Agreements (PSCA)valued up to $1 million.
Office of Sponsored Projects (OSP)
- Provides assistance to the Principal Investigator and/or the departmental business office when preparing proposals to ensure entities represented in the proposal are appropriately reflected (supplier or subrecipient).
- Assists departments in verifying the allowability of charging professional services/consulting to a sponsored award as well as assessing whether the relationship should be that of a supplier or a subaward.
- Approves all PSCAs any time the consultant is identified as responsible for the design, conduct or reporting of the research.
- Approves the PSCA any time human and/or animal subjects are involved.
- Approves all PSCAs funded by a sponsored award if the agreement exceeds $10,000 (including any and all amendments).
Office of Risk Management - Obtains insurance certificates from departments, enters information into Risk Management data base and provides guidance regarding insurance requirements and limits of liability.
Purchasing Services - Provides guidance regarding supplier selection and contract negotiations; reviews and approves all agreements; and issues purchase orders upon submission of a properly authorized purchase requisition, PSCA, and other supporting documentation as required.
Tax Office - Provides guidance for determining employee versus independent contractor status and determines the tax classification of a payment to an independent contractor.
Supplier Compliance Unit (SCU) - Collects and files all W-8 and W-9 forms for external service providers and performs all related supplier set-up and maintenance activities.
Vice President for Finance and Chief Financial Officer - Retains external public accountants for auditing of the University or its specific subdivisions and signs all Professional Services and Consulting Agreements greater than $5 Million.