3210 PR.01 Services Contracts Process

Revision Date: 
November 1, 2022

Contents

1.      Overview

2.      Preliminary Steps for Engaging External Service Providers

3.      Procedures and Forms for Miscellaneous/General Services Engagements

4.      Procedures and Forms for Guest Speaker Contracts, Contracts with Artists, Performers, and Freelance Photographers

5.      Procurement Review and Approval

6.      Summary of Documentation Requirements

1. Overview

This procedure supports Policy 3210 Purchase Contracts.  It outlines the process for engaging external service providers at Yale University. 

Note: This Procedure applies only to contracts for the purchase of services.  If the primary purpose of the contract is to purchase goods, please consult Procedure 3210 PR.05 Goods Contract Process.  For purchase contracts involving both goods and services, it may be necessary to include terms governing both the sale of goods and the provision of services.  Please consult with Procurement for direction regarding contracts for the purchase of mixed goods and services. 

2. Preliminary Steps for Engaging External Service Providers

A.  Identifying and Documenting Business Need

The Requestor (or designee) is responsible for identifying and documenting the business need for the services (i.e., the reason Yale is purchasing the services from an external source).  The Requestor is also responsible for determining that the costs are reasonable and allowable for the intended funding source.  For sponsored projects, the Requestor should consult with the Office of Sponsored Projects as required when making the allowability determination. 

It is not necessary to document the business need in a separate form or document, but it is expected to be documented in writing.  For example, the business need may be documented in the statement of work attached to the Services Agreement. 

B. Supplier Selection and Comparative Pricing

All purchases must comply with the ethical practices, Supplier selection, and pricing justification requirements described in Policy 3201 General Purchasing.  Please consult that policy prior to making a final selection of a Supplier, as it may require certain steps, including following the comparative pricing process described in Procedure 3201 PR.02 Pricing Documentation Process, before submitting a Purchase Contract for review and approval. 

C.  Is any Individual providing services under the contract a Current University Employee?

Additional analysis is required if an individual who will provide services under the contract is a current employee of Yale.  If the individual is a current employee, please refer to Policy 1001 Compensation Above Salary and consult with Human Resources.  If the individual is not a current employee, continue with step 2.D., below.

D.  Perform Employee vs. Independent Contractor Test

The Requestor must evaluate whether the proposed roles and responsibilities of the service provider are appropriate for an independent contractor or, instead, whether they should be performed by Yale employees.  To determine whether the service provider can be classified as an independent contractor, or instead should be classified as a Yale employee, follow the procedure described in Procedure 3210 PR.02 Employee vs. Independent Contractor and consult with Human Resources if questions arise.  If it is determined that the individual or entity’s roles and responsibilities may be more consistent with an employment relationship, please consult with Human Resources about how to proceed.

E. Determine the Type of Engagement

The Requestor should classify the services the Supplier will provide in order to determine which procedures must be followed and which forms must be used.

i. General Services (e.g., Professional Services, Consulting, Miscellaneous Services)

The general services category includes most services transactions that are reviewed and approved by Procurement, including professional services and consulting. For such general/miscellaneous services, please proceed to Section 3, below.

Please note that unique procedures and forms are required for the categories of services listed in subsections 2.E.ii. through 2.E.vi.

ii. Guest Speakers 

Guest speakers include individuals who have contracted to give a limited number of speeches and lectures.  For the procedures and forms applicable to guest speaker engagements, please proceed to Section 4, below. 

iii. Artists, Performers, Entertainers, and Freelance Photographers

Artists, performers, entertainers, and freelance photographers include individuals who have contracted to produce a performance, work of art, or photography rather than providing a speech or lecture.  For the procedures and forms applicable to artist, performer, and entertainer engagements, please proceed to Section 4, below. 

iv. Software, Web Development Services, and Electronic Applications

For the procedures and forms applicable to Purchase Contracts involving software, web development services, or electronic applications that will be used to conduct University Business, please refer to Procedure 3210 PR.03 Process for Purchase Contracts for Software, Web Development Services, Electronic Applications, and Data Use Agreements

v. Services Involving Payment Card Processing

For the procedures applicable to services involving the acceptance or processing of Payment Card payments to Yale, please refer to Procedure 3210 PR.03 Process for Purchase Contracts for Software, Web Development Services, Electronic Applications, and Data Use Agreements.

vi. Data Use Agreements

For the procedures and forms applicable to Purchase Contracts in which the University agrees to purchase the right to access or use data from an external entity, please refer to Procedure 3210 PR.03 Process for Purchase Contracts for Software, Web Development Services, Electronic Applications, and Data Use Agreements.

3. Procedures and Forms for Miscellaneous/General Services Engagements

A. Services Contracts Valued < $10,000

Yale does not require a signed Services Agreement for miscellaneous services transactions under $10,000 unless Procurement, in its discretion, and in consultation with the Office of General Counsel, determines that the nature of the engagement calls for a signed agreement. 

Instead, in most miscellaneous services transactions under $10,000, a Purchase Contract will be formed through the Supplier’s acceptance of a written Purchase Order sent by Yale.  To be effective, the Purchase Order must include a detailed statement of work describing, among other things, the services the Supplier will provide, and the price Yale will pay for those services.  Please consult Procedure 3210 PR.04 Statements of Work for guidance regarding the requirements for statements of work. 

Determine if additional approvals are required, as specified in subsection 3.C., below.

Collect and/or prepare documentation, as specified in Section 6, below.

Prepare requisition, in accordance with Procedure 3201 PR.01 Purchase Order Process.

B. Services Contracts Valued $10,000

A Services Agreement is required if the dollar amount is $10,000 or more per engagement.  For such purchases, complete the following process:

  • Obtain quotations from an adequate number of suppliers in accordance with Policy 3201 General Purchasing and Procedure 3201 PR.02 Pricing Documentation Process. Submit Form 3201 FR.05  Pricing Documentation (Comparative Pricing & Competitive Bidding) to document compliance with the comparative pricing process described in Procedure 3201 PR.02 Pricing Documentation Process.  Departments should consult Procurement for assistance with comparative pricing.
  • Prepare the Services Agreement:
    • Work with the Supplier on completing a detailed Statement of Work, Form 3210 FR.05 Statement of Work/Exhibit A to Services Agreement or another appropriate format, with clear deliverables, compensation, and payment schedule linked to the deliverables.  Please consult Procedure 3210 PR.04 Statements of Work for guidance regarding preparing the Statement of Work. 
    • Complete Form 3210 FR.01 Services Agreement, attach the Statement of Work, and obtain supplier signatures. (Note: Any changes to the standard Services Agreement terms and conditions must be reviewed by Procurement before the Services Agreement is signed by the Supplier).
  • Obtain supplier’s Certificate of Insurance with Yale named as an additional insured OR an Insurance Waiver.  Follow Office of Enterprise Risk Management’s guidelines: Insurance Required of Outside Parties
  • Determine if additional approvals are required, as specified in subsection 3.C., below.
  • Prepare Requisition, in accordance with Procedure 3201 PR.01 Purchase Order Process.

C. Additional Approvals

Purchase Contracts for certain services require reviews and approvals in addition to the requirements described above.  Those additional reviews and approvals are described in detail in Policy 3201 General Purchasing, section 3201.7 Purchases Requiring Additional Approvals.  A common example of an additional approval is detailed below for convenience:

Office of Sponsored Projects (OSP)

An OSP approval is required if the purchase is funded by a sponsored award and:

  • The Services Agreement exceeds $10,000 (including all anticipated amendments); or
  • The independent contractor is responsible for the design, conduct or reporting of the research (regardless of the dollar threshold of the PSA); or
  • The scope of work, covered by the PSA, involves human or animal subject research (regardless of the dollar threshold of the PSA)

Note: For approval, the Requestor must obtain the signature from the Office of Sponsored Projects on either Form 3201 FR.05 Pricing Documentation (Comparative Pricing & Competitive Bidding) or Form 3201 FR.06 Sole Source Documentation.  In the event either of these forms is not required based on dollar threshold, the Requestor should still use either form to obtain OSP approval, as required.

4. Procedures and Forms for Guest Speakers, Artists, Performers, Entertainers, and Freelance Photographers

Departments wishing to hire a guest speaker involving participation in one or a few limited lectures, panels, or workshops should use Form 3210 FR.02 Guest Speaker Agreement.

Departments wishing to engage artists, performers, or entertainers to provide a performance should use Form 3210 FR.04 Standard Performance Agreement.

Departments wishing to engage freelance photographers should use Form 3210 FR.06 Services Agreement for Freelance Photographers.

After preparing the appropriate form, prepare the requisition, in accordance with Procedure 3201 PR.01 Purchase Order Process.

Note: The Guest Speaker Agreement and Standard Performance Agreement forms generally should not be used for:

  • longer-term engagements where the individual will deliver services over several weeks or months; or
  • engagements where the individual is expected to make significant instructional contributions to a course; or
  • engagements where the individual will be in residence at the University; or
  • engagements where one of the individual’s primary obligations is to produce tangible work product, such as writings or artistic works.

For these types of engagements, it is usually appropriate to use Form 3210 FR.01 Services Agreement or an alternative form identified by the Procurement Department.  Please contact the Procurement Department if you have questions about which form to use.

Note: Contractual engagements involving guest speakers, artists, performers, or entertainers are different from arrangements involving the provision of honoraria.  Honoraria are not memorialized in a contract, nor are they processed by Procurement.  For additional information regarding the distinction between contractual engagements and honoraria, please consult Policy 3210 Purchase Contracts, Section 3210.4.

5. Procurement Review and Approval

For qualifying transactions, Procurement will take the following required steps for review and approval:

  • Review any changes to Yale’s standard forms;
  • Negotiate on behalf of the University;
  • Ensure that all required documentation is present, complete, and included with the transaction;
  • Ensure that supplier signatures have been obtained;
  • Approve the agreement on behalf of the University; and
  • Approve the requisition to create the required Purchase Order.

6. Summary of Documentation Requirements

The table below is a summary and visual representation of the documentation requirements outlined in this procedure.

Documentation Requirement

Services < $10,000

Services < $10,000 Requiring OSP Approval

Services $10,000

Guest Speakers

Artists, Performers, and Entertainers

Freelance Photographers

Form 3210 FR.01 Services Agreement

X

Form 3210 FR.05 Statement of Work/Exhibit A to Services Agreement OR another appropriate SOW format

X

X

X

Certificate of Insurance OR Insurance Waiver

X

X

X

Form 3201 FR.05 Pricing Documentation (Comparative Pricing & Competitive Bidding) OR

Form 3201 FR.06 Sole Source Documentation

X

X

Form 3210 FR.02 Guest Speaker Agreement

X

Form 3210 FR.04 Standard Performance Agreement

X

Form 3210 FR.06 Services Agreement for Freelance Photographers

X