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Office of General Counsel Policies & Guidelines

Policy Number: 
G-030
Policy/Guideline Area: 
General Guidelines
Applicable Divisions: 
TCATs, Community Colleges, System Office
Purpose: 

The purpose of this guideline is to establish the criteria and processes for contracts as applied to the Institutions governed by the Tennessee Board of Regents. It is not intended to cover all of the Tennessee Board of Regents policies and guidelines or all possible issues that may arise while reviewing contracts; rather, it is intended to give you a general guideline for how to address contract issues. You are responsible for complying with all other relevant policies. This Guideline is subject to regular update, revision and improvement.

Policy/Guideline: 
  1. General Contract Provisions Applicable to All Contracts
    1. Each Institution is a public institution of higher education within the State University and Community College System established by T.C.A. § 49-8-101. As such, it possesses certain rights and privileges and is subject to certain limitations and restrictions. As an instrumentality of the State of Tennessee, each Institution has sovereign immunity under Article I, Section 17 of the Tennessee Constitution and the Eleventh Amendment to the Constitution of the United States. Only the Tennessee General Assembly has the authority to waive sovereign immunity; no official within the State University and Community College System has this authority. An Institution has limited contracting authority and can agree only to contract terms that are consistent with Tennessee law. A free un-annotated version of the Tennessee Code may be found at http://www.lexisnexis.com/hottopics/michie 
      1. Purpose of a Written Contract
        1. The purpose of a written contract is to embody the complete agreement in writing. The title of a document is irrelevant. Whether the document is called an agreement, contract, memorandum of agreement, memorandum of understanding, purchase order, or other similar name, it is subject to the requirements of this Guideline. No relevant terms should be left to an unwritten understanding or verbal agreement between the parties. The document should clearly identify all parties and be explicit in setting forth the rights and duties of each party.
      2. Approval/Authority
        1. The authority to approve contracts is delineated in TBR Policy 1-03-02-10 (Approvals).
      3. Negotiation
        1. Generally, it is the Institution’s responsibility to negotiate with the other party to bring an agreement into conformity with this Guideline and to determine that the terms are acceptable to the contractor before the agreement is sent to the System Office for approval.
        2. The System Office Department of Purchasing and Contracts and the Office of General Counsel are available for assistance in negotiating modifications with the contractor when the Institution has been unable to secure agreement of the contractor.
      4. Required Contract Provisions
        1. Form Contracts
          1. Whenever possible, one of the form contracts in the Exhibit Section should be utilized in order to assure that an agreement conforms to the requirements of TBR policy and this Guideline.
        2. Vendor Generated Contracts
          1. If necessary to use a vendor generated contract, these provisions should be included when applicable.
        3. Purpose/Duties/Scope
          1. Every contract must contain language regarding its purpose and the duties of the parties.
        4. Term of Agreement
          1. A contract shall be entered into for a period of time sufficient to adequately accomplish the Institution’s objectives.
          2. Expenditure contract terms shall not exceed a total term of sixty (60) months. Revenue contracts shall not exceed a total of one hundred and twenty (120) months. Any exceptions may be submitted to the System Office for consideration and approval prior to contracting activities with the contracting party.
          3. Expenditure and revenue agreements must provide a beginning and ending date or must include clear language as to how these dates will be determined.
          4. Contracts executed or proposed to be executed for periods of time of more than twelve (12) months:
            1. should contain a provision giving the Institution the right of cancellation for convenience; (See T. C. A. § 12-3-305(c)(1))
            2. shall contain a provision giving the Institution the right of cancellation at the end of any fiscal year without notice, in the event that funds to support the contract become unavailable.(See T. C. A. § 12-3-305(c)(2))
          5. A contract may provide for automatic renewal if it:
            1. requires no expenditure of state funds; or
            2. contains language that allows for cancellation at the end of any fiscal year for lack of funding
          6. In the event of automatic renewal, the maximum term of the contract is subject to Section d. above.
        5. Payments
          1. Contracts requiring payments for goods or services, or the purchase order/order form/statement of work issued pursuant to such Contracts, must include specific rates and prices for the goods or services being procured as well as any payment conditions.
          2. Payments are to be made only upon the submittal of an invoice by the contractor after the goods are received or the services performed; however, advance payments may be made under the following types of contracts:
            1. Licensing
            2. Preventive maintenance/service
            3. Subscriptions
            4. Memberships
            5. In other instances, only if approved in accordance with TBR Policy 1-03-02-10 (Approvals).
          3. All contracts shall contain a provision that the Contractor’s performance shall be subject to monitoring and evaluation by the Institution and/or other appropriate parties.
          4. If the Contractor is not a US citizen, or Permanent U. S. resident, payment of any portion of the contract from any source will not be made until the Contractor has provided proof of tax status to the Institution. The payment is contingent upon Contractor’s eligibility for payment and tax status and the contract should specify that appropriate withholding may be deducted from the Contractor’s payment.
        6. Maximum Liability
          1. Contracts requiring payment(s) by the Institution must specify the maximum dollar amount or must include clear language on how expenditures will be tracked (i.e. purchase orders against master terms, order forms, etc.) that may be paid under the contract.
        7. Conflict of Interest
          1. Contracts should contain the following provision:
            1. The Contractor warrants that no part of the total Contract Amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed relative to this Contract.
              ​The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six months has been, an employee of the State of Tennessee.
              1. This provision is not applicable and should be omitted from agreements between TBR Institutions or between a TBR Institution and another state entity.
        8. Non-discrimination
          1. Contracts should contain the following provision or a similar provision in which the parties agree not to discriminate.
            1. Non-discrimination. The Contractor shall abide by all applicable Federal and State law pertaining to discrimination and hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or otherwise be subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of classifications protected by Federal or State law.
        9. Audit and Documentation
          1. Except as noted in b and c below, the following provision must be included in contracts which require any payment to be made by the Institution:
            1. “The Contractor shall maintain documentation for all charges against the Institution under this Contract. The books, records, and documents of the Contractor, insofar as they relate to work performed or money received under this Contract, shall be maintained for a period of three (3) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the Institution, the Comptroller of the Treasury, or their duly appointed representatives. Any financial statements required by this Contract shall be prepared in accordance with generally accepted accounting principles.” (Reference T.C.A Code 12-3-602(c))
          2. See Section V herein on Grant Contracts for audit language for grants.
          3. The audit clause is not required for a one time, fixed payment contract.
        10. Payment for Travel, Meals, Lodging
          1. If a contractor is to be paid/reimbursed for travel, meals or lodging, such payment shall be in the amount of actual cost/per diem, and shall be expressly subject to the limits and provisions of TBR Policy 4:03:03:00 (General Travel).
        11. Governing Law
          1. Contracts shall contain a provision that the contract is to be governed by and construed in accordance with the laws of the State of Tennessee. The contract may be silent as to the governing law if the other party will not accept the governing law of the State of Tennessee.
        12. Sales and Use Tax
          1. The following provision shall be included in all contracts for the acquisition of goods or services:
            1. Sales and Use Tax
              1. “The Contractor shall be registered with or have received an exemption from the Department of Revenue for the collection of Tennessee sales and use tax. This registration requirement is a material requirement of this Contract. The Contractor shall comply, and shall require any subcontractor to comply, with all laws and regulations governing the remittance of sales and use taxes on the sale of goods and services made by the Contractor, or the Contractor’s subcontractor.”
        13. Debarment
          1. The following provision shall be included in all contracts for the acquisition of goods or services:
            1. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it and its principals:
              1. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department or agency;
              2. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offense in connection with, obtaining attempting to obtain, or performing a public (Federal, State, or Local) transaction or grant under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;
              3. are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or Local) with commission of any of the offenses listed in section (ii) of this certification; and
              4. have not within a three (3) year period preceding this Contract had one or more public transactions (Federal, State, or Local) terminated for cause or default.
        14. Illegal Immigrants
          1. The following provision shall be used in all contracts for the acquisition of goods or services:
            1. “T.C.A. § 12-3-309 prohibits State entities from contracting to acquire goods or services from any person who knowingly utilizes the service of illegal immigrants in the performance of the contract and by signing this Contract, the Contactor attests, certifies, warrants, and assures that the Contractor shall not knowingly utilize the services of illegal immigrants in the performance of the Contract and will not knowingly utilize the services of any subcontractor, if permitted under the Contract, who will utilize the services of illegal immigrants in the performance of the Contract. (For contracts that require Fiscal Review Committee approval, the original language with the signed Attestation Form incorporated as an Attachment to the Agreement must be used)
        15. Data Privacy and Security
          1. For contracts in which the Contractor will have access to Institutional student or customer data and will be maintaining the   Institution’s data on the Contractor’s computer network or servers, the following clause should be included in the contract:
            1. “Data Privacy. “Personal Information” means information provided to Contractor by or at the direction of Institution, or to which access was provided to Contractor by or at the direction of Institution, in the course of Contractor’s performance under this Agreement that:
              1. identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or
              2. can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued  identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to  security questions and other personal identifiers.
                Contractor represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Information complies with all applicable federal and state privacy and data protection laws, including without limitation, the Gramm-Leach-Bliley Act (“GLBA”); the Health Information Portability and Accountability Act (“HIPAA”);the Family Educational Rights and Privacy Act (“FERPA”) of 1974 (20 U.S.C.1232g), the FTC’s Red Flag Rules and any applicable federal or state laws, as amended ,together with regulations promulgated thereunder.
                Some Personal Information provided by Institution to Contractor is subject to FERPA. Contractor acknowledges that its improper disclosure or re-disclosure of Personal Information covered by FERPA may, under certain circumstances, result in Contractor’s exclusion from eligibility to contract with Customer for at least five (5) years and agrees to become a “school official” as defined in the applicable Federal Regulations for the purposes of this Agreement.
            2. Data Security. Contractor represents and warrants that Contractor will maintain compliance with the SSAE16 standard, and shall undertake any audits and risk assessments Contractor deems necessary to maintain compliance with SSAE16.
            3. Incident Response. “Security Incident” means any reasonably suspected breach of information security, unauthorized access to any system, server or database, or any other unauthorized access, use, or disclosure of Personal Information or Highly-Sensitive Personal Information occurring on systems under Contractor’s control.  Contractor shall: (a) provide Institution with the name and contact information for an employee of Contractor who shall serve as Customer’s primary security contact and shall be available to assist Customer twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a Security Incident; (b) notify Institution of a Security Incident as soon as practicable, but no later than forty eight (48) hours after Contractor becomes aware of it, except where disclosure is prohibited by law; and (c) notify Institution of any such Security Incident as follows: (insert applicable IT or other staff contact information specific to the Institution here)
              1. Contact:
              2. Contact Email:
              3. Contact Phone:
                and
              4. a copy by e-mail to Contractor’s primary business contact at the Institution.
            4. ​Contractor shall use best efforts to immediately mitigate or resolve any Security Incident, at Contractor’s expense and in accordance with applicable privacy rights, laws, regulations and standards. Contractor shall reimburse Institution for actual costs incurred by Institution in responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation incurred under all applicable laws as a result of the Security Incident.
            5. Return of Personal Information. At any time during the term of this Agreement, at the Institution’s written request or upon the termination or expiration of this Agreement, Contractor shall return to the Institution all copies, whether in written, electronic or other form or media, of Confidential, Highly-Sensitive, or Personal Information in its possession, or at Customer’s direction, securely dispose of all such copies.”
        16. Gramm Leach Bliley Act (GLBA) Language
          1. If the contract does not require the Data Privacy and Security Clause found in Section 15 above, a contract in which the Contractor provides a service requiring the Contractor to have access to an Institution’s customers’ non-public financial information for the purpose of providing a financial product or service, such as a student loan, must include the following clause:
            1. “Throughout the term of this Agreement, Contractor shall implement an Information Security Program (‘the Program’) and maintain ‘appropriate safeguards,’ as required by 16 C.F.R. § 314, for all ‘customer information,’ (as that term is defined in 16 C.F.R § 314.2(b)) obtained by or provided to Contractor pursuant to this Agreement. Contractor shall promptly notify the Institution, in writing, of each instance of:
              1. unauthorized access to or use of that nonpublic financial customer information that could result in substantial harm or inconvenience to a customer of the Institution: or
              2. unauthorized disclosure, misuse, alteration, destruction or other compromise of that nonpublic financial customer information.
                Contractor shall forever defend and hold Institution harmless from all claims, liabilities, damages, or judgments involving a third party, including Institution’s costs and attorney fees, which arise as a result of Contractor’s failure to meet any of its obligations under this provision.
                Contractor shall further agree to reimburse the Institution for its direct damages (e.g., costs to reconstruct lost or altered information) resulting from any security breach, loss, or alteration of nonpublic financial customer information caused by the Contractor or its subcontractors or agents.
                Contractor grants Institution the right to conduct on-site audits, as deemed necessary by the Institution, of the Contractor’s Program to ensure the integrity of the Contractor’s safeguarding of the Institution’s customers’ nonpublic financial information.
                Institution retains the right to unilaterally terminate the Agreement, without prior notice, if Contractor has allowed a material breach of the Program in violation of its obligations under the Gramm-Leach-Bliley Act, if Contractor has lost or materially altered nonpublic financial customer information, or if the Institution reasonably determines that Contractor’s Program is inadequate. Within thirty (30) days of the termination or expiration of this Agreement, Contractor shall, at the election of Institution, either:
              3. return to the Institution all records, electronic or otherwise, in its or its agent’s possession that contain such nonpublic financial customer information; or
              4. destroy (and shall cause each of its agents to destroy) all records, electronic or otherwise, in its or its agent’s possession that contain such nonpublic financial customer information all such records and shall deliver to the Institution a written certification of the destruction.
        17. Red Flags Language
          1. The Federal Trade Commission rules concerning the prevention of identity theft (16 CFR Part 681 – Identity Theft Rules) require that Institutions monitor the activities of its contractors performing activities in connection with one or more covered accounts. Covered accounts are those that a creditor offers or maintains, primarily for personal, family or household purposes such as credit card accounts. The activities of the contractor can include such activities as opening or managing accounts, billing, providing customer service or collecting debts. In these situations, the contractor must apply the same standards as the Institution would if the Institution were performing those tasks.
          2. Pursuant to TBR Policy 4:01:05:60 (Identity Theft Prevention), Institutions must require, by contract, that the contractor either:
            1. Have policies and procedures in place to comply with the Rule; or
            2. Review the Institutional policy and report any red flags to the Program Administrator.
          3. The following language should be included in contracts as described in subsection a. above wherein the contractor will be performing any of the listed services:
            1. “Red Flags and Identity Theft. The Service Provider shall have policies and procedures in place to detect relevant Red Flags that may arise in the performance of the Service Provider's activities under the Agreement, or review the Institution's Red Flags identity theft program and report any Red Flags to Institution.”
          4. If the contractor maintains its own identity theft prevention program consistent with the guidance of the Red Flag Rules and validated by due diligence by the Institution’s Program Administrator (see TBR Policy 4:01:05:60 (Identity Theft Prevention)), the contractor shall have met the requirements of the first paragraph of this Section.
        18. FERPA Language
          1. If the contract will involve sharing student educational records with the contractor, the contract must contain a clause requiring the contractor to comply with the Family Educational Rights and Privacy Act (FERPA).If the contract does not require the Data Privacy and Security Clause found in Section 15 above, the following clauses, or one substantially similar to them, should be included in the contract:
            1. The parties acknowledge that students’ education records are protected by the Family Educational Rights and Privacy Act (FERPA), and that Contractor will be considered a "School Official" (as that term is used in FERPA and its implementing regulations) and will comply with FERPA. Student education records will only be used for the purposes of carrying out this agreement.  Student permission must be obtained before releasing specific data to anyone other than University and Contractor employees who have a legitimate educational purpose.
              OR
            2. Because the Contractor is performing an institutional service or function that has been outsourced by the Institution and for which the Institution would otherwise use its employees and is under the direct control of the Institution with respect to the use of the education records, as defined by FERPA, the Contractor recognizes it is subject to all FERPA requirements governing the use and re-disclosure of personally identifiable information from education records, including without limitation the requirements of 34 CFR §99.33(a). Furthermore, the Contractor may not disclose or re-disclose personally identifiable information unless the Institution has first authorized in writing such disclosure or re-disclosure; will not use any personally identifiable information acquired from the Institution for any purpose other than performing the service or function that is the subject of this Agreement; and agrees to return to the Institution (or, if not feasible, to destroy) education records in whatever form or medium that the Contractor received such records from or created them on behalf of the Institution.
        19. Click-Wrap Agreements
          1. Contracts which may require individual Institutional users to accept online terms and conditions should contain the following clause:
            1. Click-Wrap Agreements. The Contractor agrees that click-wrap or click -through agreements shall not be binding upon the Institution. No employee has the actual or apparent authority to enter into click-wrap or click -through agreements on behalf of the Institution without the approval of the Institution’s Procurement and/or Contracts Office. No employee has the authority to modify, amend, or supplement this Agreement through a click-wrap or click -through agreement. This Agreement can only be modified, amended, or supplemented under these terms through a written amendment in accordance with the Institution’s and TBR’s procedures, policies, and guidelines.
        20. Contractor Commitment to Diversity
          1. The Governor’s Office of Diversity Business Enterprises requires all contracts contain the following clause:
            1. Contractor Commitment to Diversity. The Contractor shall assist the Institution in monitoring the Contractor’s performance of this commitment by providing, as requested, a quarterly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, and Tennessee service-disabled veterans. Such reports shall be provided to the Institution in form and substance as required by Institution.
        21. Service and Software Accessibility Standards
          1. If the contract will require either that employees or students of the Institution access the Contractor’s software or website, the contract should contain the following clause:
            1. “The Contractor warrants and represents that the service and software, including any updates, provided to the Institution will meet the accessibility standards set forth in WCAG 2.0 AA (also known as ISO standard, ISO/IEC 40500:2012), EPub 3 and Section 508 of the Vocational Rehabilitation Act. To the extent that the Products fail to meet the WCAG 2.0 AA, EPub 3 and Section 508 standards, the Contractor will provide Institution with a fully completed Accessibility Statement and Conformance and Remediation forms (Attachment 6.11 & 6.12). The Contractor shall indemnify and hold the Institution harmless in the event of claims arising from inaccessibility related to the Contractor’s products/services.”
      5. Impermissible Provisions
        1. The provisions listed under this section are not to be included in any contract:
          1. Clauses that are similar to those identified below as an Example may be replaced by the alternative language (as indicated in italics) without consulting with Institutional or TBR legal counsel, as long as it is used exactly as it is written below. If the contractor will not accept the proposed alternative, or if the proposed alternative does not suit the Institution’s needs, please consult with Institutional or TBR legal counsel regarding other possible alternatives.
            1. Provisions requiring the Institution to pay taxes.
              1. As State agencies, TBR institutions are not liable for the payment of Tennessee property tax or sales or use taxes.  (TCA §§ 67-5-203 and 67-6-322.)  As there are a great many other taxes (federal, foreign, other states) that may come into play, the preferred language would be to limit the school’s liability for taxes to those “required by law”.
                EXAMPLE:
                Taxes. It is the Customer’s responsibility to pay all taxes or other government charges relating to the Services, transfer, use, ownership, service, or possession of any equipment relating to this Agreement.
                ALTERNATIVE:
                Taxes. To the extent required by law, it is the Customer’s responsibility to pay all taxes or other government charges relating to the Services, transfer, use, ownership, service, or possession of any equipment relating to this Agreement.
            2.  Provisions requiring the Institution to pay punitive damages or costs of litigation other than court costs (T.C.A. § 9-8-307(d)).
              1. The extent to which the state can be held liable for contract damages is strictly defined by statute. T.C.A. § 9-8-307(d) provides that the state shall be liable for actual damages only. It prohibits the payment of attorneys’ fees and litigation expenses, punitive damages and penalties.
                EXAMPLE:
                Institution shall promptly reimburse Contractor for any and all of Contractor’s costs and expenses including, without limitation, court costs and attorneys’ fees in connection with Contractor's collection of Institution’s obligations, including interest thereon at the rate of eighteen percent (18%) per annum.
                ALTERNATIVE:
                The best alternative is to delete the language, but if the Contractor objects to deleting it, substitute the following:
                Any and all monetary claims against the State of Tennessee, its officers, agents, and employees in performing any responsibility specifically required under the terms of this Agreement shall be submitted to the Board of Claims or the Claims Commission of the State of Tennessee and shall be limited as provided in T.C.A.§ 9-8-307.
            3. Provisions for the payment of travel/per diem expenses in excess of maximum limitations set forth in TBR Policy 4:03:03:00 (General Travel Policies and Procedures).
              1. Contracts must provide that any reimbursable travel expenses be in compliance with TBR policy.
                EXAMPLE:
                Reimbursable Expenses. Client agrees to reimburse Contractor for the following travel expenses incurred by Contractor in its performance of services: (a) air travel, not to exceed the coach class rate; (b) auto rentals; (c) lodging and miscellaneous expenses, such as parking, taxi fares, fuel; and (d) a per diem rate for meals, as published and updated by the U.S. General Services Administration. Further, Contractor shall provide itemized receipts for all travel-related expenses. The Institution will not reimburse Contractor for any travel-related expenses that lack an itemized receipt.
                ALTERNATIVE:
                Reimbursable Expenses. Client agrees to reimburse Contractor for the following travel expenses incurred by Contractor in its performance of services: (a) air travel, not to exceed the coach class rate; (b) auto rentals; (c) lodging and miscellaneous expenses, such as parking, taxi fares, fuel; and (d) a per diem rate for meals. Reimbursement for all travel-related expenses will be in accordance with The Tennessee Board of Regents travel policies. Further, Contractor shall provide itemized receipts for all travel-related expenses. The Institution will not reimburse Contractor for any travel-related expenses that lack an itemized receipt.
            4. Provisions designating the governing law of a state other than Tennessee or consenting to jurisdiction in courts outside Tennessee.
              1. Such a provision would be considered a waiver of sovereign immunity, which we have no legal authority to do. If the other party won’t agree to Tennessee State law, the only alternative is to delete the language entirely and let the contract remain silent as to which law governs.
                EXAMPLE:
                11.8 Governing Law. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
                ALTERNATIVE:
                11.8 Governing Law. Deleted
            5. Provisions requiring the Institution to make deposits or payments before goods are received or services are performed; provided, however, for those circumstances specified in Section I. 4. e.(2) above, such provisions may be acceptable.
            6. Provisions requiring the Institution to purchase or obtain liability, property or other insurance or a performance bond.
              1. The State of Tennessee self-insures its exposures in general liability, automobile liability, professional malpractice and workers' compensation. The State's self-insurance program insures all liability created under Title 9, Chapter 8 of the Tennessee Code Annotated, for all State departments, agencies and institutions, including State institutions of higher education.
                EXAMPLE:
                Insurance: During the term of this Agreement and except as otherwise provided by applicable law, Institution will maintain a Commercial Liability Insurance policy in such amounts as are customary and reasonable in the jurisdiction of the location of the Test Center. Notwithstanding the foregoing, Operator shall make commercially reasonable efforts to obtain a policy with a combined limit of US$1,000,000.00 for each occurrence.
                ALTERNATIVE:
                The State of Tennessee is self-insured and does not carry or maintain commercial general liability insurance or medical, professional or hospital liability insurance. Any and all claims against the State of Tennessee, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the Institution shall be expressly limited to claims paid by the Claims Commission pursuant to T.C.A. Section 9-8-301 et seq.
            7. Provisions requiring the Institution to insure, guarantee, or indemnify or hold harmless any party from claims which may arise out of the agreement or be brought by third parties.
              1. Institutions are subject to the direction of the Tennessee Attorney General pursuant to Article VI, Section 5 of the Tenn. Constitution and T.C.A. §8-6- 301. The Attorney General, in Tenn. Op. Atty. Gen. No. 78-71, 1978 WL 27014 (Tenn. A.G.) directed that such clauses be deleted. As such, the only alternative is to delete the language entirely.
                ALTERNATIVE:
                Neither party shall be responsible for personal injury or property damage or other loss except that resulting from its own negligence or the negligence of its employees or others for whom the party is legally responsible. Any and all claims against the state shall be submitted to the Tennessee Board of Claims or the Tennessee Claims Commission.”
            8. Provisions requiring the Institution to obtain or pay for outside labor of persons not employed by the Institution (for example, union stage-hands, teamsters, etc.) are prohibited unless such cost is included as part of the total contract price.
            9. Provisions requiring the Institution to consent to binding arbitration by a third party for claims arising out of or relating to the agreement.
              1. Only the Attorney General can enter into a settlement agreement that is binding upon the State. (See TCA §§ 8-6-301 and 20-13-103.) The preferred method of handling such provisions would be to delete them. If the contractor will not agree to delete the provision entirely, the Institution may substitute the alternative language provided below.
                EXAMPLE:
                Conflict Resolution. Except with respect to controversies or claims regarding either party’s Confidential Information or proprietary rights under this Agreement, any controversy or claim arises in connection with any provision of this Agreement shall be settled by arbitration administered by the American Arbitration Association. Notwithstanding the foregoing, nothing in this Section 15.3 will be construed to limit either party’s rights under Sections 9 and 15.7.
                ALTERNATIVE:
                Conflict Resolution. Except with respect to controversies or claims regarding either party’s Confidential Information or proprietary rights under this Agreement, in the event any controversy or claim arises in connection with any provision of this Agreement, the parties shall try to settle their differences amicably between themselves by referring the disputed matter to their respective designated representatives for discussion and resolution. Either party may initiate such informal dispute resolution by sending written notice of the dispute to the other party, and if such representatives are unable to resolve such dispute within thirty (30) days of initiating such negotiations, either party may seek the remedies available to such party under law. Notwithstanding the foregoing, nothing in this Section 15.3 will be construed to limit either party’s rights under Sections 9 and 15.7. The provisions of this section are subject to the        requirements of T.C.A, §8-6-301 and T.C.A. § 20-13-103.
            10. Provisions passing risk of loss or title to the Institution before delivery and/or installation of products unless vendor provides shipment protection in the Institution's interest.
            11. Provisions allowing a contractor to enter Institution's premises without notice to remove equipment or product upon alleged default by Institution.
            12. Provisions requiring the Institution to pay late charges, finance charges or interest in excess of that provided under the Tennessee Prompt Pay Act (T.C.A. § 12-4-701 et seq.).
            13. Provisions permitting the vendor to take a secured interest in personal property under the agreement.
            14. Provisions providing for a limitation of time in which the Institution may bring suit. (T.C.A. § 28-1-113).
              1. The contractor may try to limit the time within which the state may bring suit under the contract. Limiting the time within which the State may bring suit is an impermissible waiver of sovereignty; only the legislature can say how and when the State shall sue or be sued. Pursuant to T.C.A. § 28-1-113, statutes of limitation, which limit the time in which a party has to file a legal action, do not apply to actions brought by the state of Tennessee. There is no alternative for this clause. It must be deleted.
            15. Provisions requiring confidentiality and nondisclosure that potentially violate the Tennessee law regarding public records. (T.C.A. Title 10, Chapter 7).
              1. Records cannot be kept confidential if an Institution is required by law to disclose them. T.C.A. § 10-7-504(7) provides that all proposals, evaluations and related records pertaining to personal, professional and consultant contracts are open for public inspection once the evaluation by the State is complete. T.C.A. § 12-3-510 provides that procurement records shall be open for inspection by the public during the Institution’s regular office hours.
                EXAMPLE:
                11.  CONFIDENTIALITY
                11.1 Nondisclosure and Nonuse. Each party will keep the other party’s Confidential Information confidential. Specifically, each party receiving Confidential Information agrees not to disclose such Confidential Information except to those directors, officers, employees and agents of such party (i) whose duties justify their need to know such information and (ii) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information. Each party acknowledges that it has all requisite authority under applicable laws to provide the other party with access to Confidential Information. Each party receiving Confidential Information further agrees that it will not use such Confidential Information except for the purposes set forth in this Agreement. Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, provided that in any case it shall not use less than the care a reasonable person would use under similar circumstances.
                11.2 Notice. The receiving party will promptly notify the disclosing party in the event the receiving party learns of any unauthorized possession, use or disclosure of the Confidential Information and will provide such cooperation as the disclosing party may reasonably request, at the disclosing party’s expense, in any litigation against any third parties to protect the disclosing party’s rights with respect to the Confidential Information.
                11.3 Terms of Agreement. Except as otherwise provided by law, neither party shall disclose the terms of the Agreement to any third party; provided, however, that either party may disclose the terms of this Agreement to its professional advisers, or to any potential investor or acquirer of a substantial part of such party’s business (whether by merger, sale of assets, sale of stock or otherwise), provided that such third party is bound by a written agreement or legal duty on terms at least as strict as those set out in this Section 11 to keep such terms confidential.
                11.4 Exceptions to Confidential Treatment. Notwithstanding the foregoing, the preceding provisions of this Section 11 will not apply to information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Each party may disclose Confidential Information to the limited extent necessary: (a) to comply with the order of a court of competent jurisdiction or other governmental body having authority over such party, provided that the party making the disclosure pursuant to the order will first have given notice to the other party and made a reasonable effort to obtain a protective order; (b) to comply with applicable law or regulation requiring such disclosure; or (c) to make such court filings as may be required to establish a party’s rights under this Agreement. Further, if the Company is required by applicable law, legal process or government action to produce information, files, documents or personnel as witnesses with respect to these TOS or the Services provided to you by the Company, you shall reimburse the Company for any professional time and expenses including reasonable external or internal legal costs incurred to respond to the request, unless the Company is a party to the proceeding or the subject of the investigation.
                ALTERNATIVE:
                11.  CONFIDENTIALITY
                11.1 Nondisclosure and Nonuse. Each party will keep the other party’s Confidential Information confidential. Specifically, each party receiving Confidential Information agrees not to disclose such Confidential Information except to those directors, officers, employees and agents of such party (i) whose duties justify their need to know such information and (ii) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information. Each party acknowledges that it has all requisite authority under applicable laws to provide the other party with access to Confidential Information. Each party receiving Confidential Information further agrees that it will not use such Confidential Information except for the purposes set forth in this Agreement. Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, provided that in any case it shall not use less than the care a reasonable person would use under similar circumstances.
                11.2 Notice. The receiving party will promptly notify the disclosing party in the event the receiving party learns of any unauthorized possession, use or disclosure of the Confidential Information and will provide such cooperation as the disclosing party may reasonably request in any litigation against any third parties to protect the disclosing party’s rights with respect to the Confidential Information. (Original 11.3 was deleted entirely and 11.4 renumbered)
                11.3 Exceptions to Confidential Treatment. Notwithstanding the foregoing, the preceding provisions of this Section 11 are subject to the requirements of T.C.A. Title 10, Chapter 7 and any other provisions of law pertaining to disclosure of state records. Further, the preceding provisions will not apply to information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Each party may disclose Confidential Information to the limited extent necessary: (a) to comply with the order of a court of competent jurisdiction or other governmental body having authority over such party
            16. “Belt and suspenders” provision
              1. Whenever an agreement includes several uses of the phrase “to the extent permitted by law” or some version thereof, the best practice is to add the following language at the end of the contract, as a separate numbered paragraph.
                ___(Institution)_____ is a public institution of higher learning. As an entity of the State of Tennessee, under the Constitution and laws of the State of Tennessee it possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the Constitution and laws of the State of Tennessee. Notwithstanding any other provision to the contrary, nothing in this Agreement is intended to be, nor shall it be construed to be, a waiver of the sovereign immunity of the State of Tennessee or a prospective waiver or restriction of any of the rights, remedies, claims and privileges of the State of Tennessee. Moreover, notwithstanding the generality or specificity of any provision herein, the provisions of this Agreement as they pertain to ____(Institution)_____are enforceable only to the extent authorized by the Constitution and laws of the State of Tennessee.
            17. Limitation of Liability
              1. Except as provided in paragraphs (c) and (d) below, pursuant to T. C. A. §§ 12-3-701 and 12-3-1210 an Institution shall not agree to limitation the liability of a contractor for less than two (2) times the maximum liability, estimated liability or maximum revenue of the contract unless the Chancellor, or the Chancellor’s designee, determines and approves, that:
                1. Allowing the limitation of liability is necessary to prevent harm to the Institution from failing to obtain the goods or services sought, or from obtaining the goods or services at a higher price if the Chancellor refused to allow a limitation of liability as long as all respondents are offered the same opportunity as provided in the solicitation;
                2. The limitations and any alternative contract language are commercially reasonable in light of the risks to the Institution created by the type of goods or services purchased and the purposes for which they will be used.
              2. Except as provided in paragraphs (c) and (d) below, pursuant to T. C. A. §§ 12-3-701 and 12-3-1210 an Institution shall not agree to limit the liability of any contractor for claims for infringement of intellectual property rights, intentional torts, criminal acts, fraudulent conduct or acts or omissions that result in personal injuries or death.
              3. Institutions may purchase software for use restricted solely to academic teaching or research upon terms that limit the contractor's liability or warranties less than two (2) times the value of the contract; provided, that in no event, shall the liability of the contractor be limited for intentional torts, criminal acts or fraudulent conduct; and
              4. Institutions may acquire software or services, materials, supplies and equipment free or at nominal cost upon terms that limit the contractor's liability or warranties less than two (2) times the value of the contract; provided, that in no event, shall the liability of the contractor be limited for intentional torts, criminal acts or fraudulent conduct.
              5. Examples of limitation of liability clauses that may be proposed by a vendor and the necessary revisions thereto are shown below:
                EXAMPLE:
                12.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OF YOUR AUTHORIZED USERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR ASP SERVICES, WHETHER OR NOT THE COMPANY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA; OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL THE COMPANY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY YOU UNDER THIS AGREEMENT FOR THE PARTICULAR SOFTWARE, AND/OR ASP SERVICE WITH RESPECT TO WHICH THE RELEVANT CLAIM AROSE DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES THE COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
                ALTERNATIVE:
                12.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OF YOUR AUTHORIZED USERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR ASP SERVICES, WHETHER OR NOT THE COMPANY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA; OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL THE COMPANY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF TWO (2) TIMES THE FEES PAYABLE BY YOU UNDER THIS AGREEMENT THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES THE COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THIS LIMITATION OF LIABILITY APPLY TO CLAIMS FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, INTENTIONAL TORTS, CRIMINAL ACTS, FRAUDULENT CONDUCT OR ACTS OR OMISSIONS THAT RESULT IN PERSONAL INJURIES OR DEATH.
                EXAMPLE:
                12.1 Disclaimer of Warranty.  EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN ANY ATTACHED ORDER FORM(S): (A) THE SOFTWARE AND ALL PORTIONS THEREOF, AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT; (B) NEITHER THE COMPANY NOR ITS LICENSORS WARRANT THAT THE FUNCTIONS OR INFORMATION CONTAINED IN THE SOFTWARE OR ASP SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE OR ASP SERVICES WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE OR ASP SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE OR ASP SERVICES IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SYSTEM OR SOFTWARE; AND (C) THE COMPANY AND ITS LICENSORS MAKE NO GUARANTEE OF ACCESS TO OR OF ACCURACY OF THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SOFTWARE OR ASP SERVICES. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE ASP SERVICES AND/OR THE SOFTWARE ARE NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS (INCLUDING, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION/COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, SURGICAL OR MEDICAL FACILITIES, LIFE SUPPORT OR WEAPONS SYSTEMS) AND THAT THE COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF FITNESS FOR SUCH PURPOSES.
                ALTERNATIVE:
                12.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN ANY ATTACHED ORDER FORM(S): (A) THE SOFTWARE AND ALL PORTIONS THEREOF, AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT; (B) NEITHER THE COMPANY NOR ITS LICENSORS WARRANT THAT THE FUNCTIONS OR INFORMATION CONTAINED IN THE SOFTWARE OR ASP SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE OR ASP SERVICES WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE OR ASP SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE OR ASP SERVICES IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SYSTEM OR SOFTWARE; AND (C) THE COMPANY AND ITS LICENSORS MAKE NO GUARANTEE OF ACCESS TO OR OF ACCURACY OF THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SOFTWARE OR ASP SERVICES. HOWEVER, IN NO EVENT SHALL THE COMPANY’S LIABILITY BE LESS THAN TWO (2) TIMES THE FEES PAYABLE BY YOU UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE ASP SERVICES AND/OR THE SOFTWARE ARE NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS (INCLUDING, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION/COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, SURGICAL OR MEDICAL FACILITIES, LIFE SUPPORT OR WEAPONS SYSTEMS) AND THAT THE COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF FITNESS FOR SUCH PURPOSES. IN NO EVENT SHALL THIS LIMITATION OF LIABILITY APPLY TO CLAIMS FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, INTENTIONAL TORTS, CRIMINAL ACTS, FRAUDULENT CONDUCT OR ACTS OR OMISSIONS THAT RESULT IN PERSONAL INJURIES OR DEATH.
      6. Contract Documents
        1. All relevant documents containing information pertinent to the transaction, or additional terms or conditions not included within the body of the contract should be incorporated by reference, with the order of interpretation clearly set forth.
        2. If the contract is a result of a competitive process pursuant to TBR Policy 4:02:10:00 (Purchasing Policy), it should contain a clause in substantially the following form:
          1. Contract Documents. This Contract consists of the following documents:
            1. This Contract document, its attachments and amendments/addenda, the latest of which having priority;
            2. The Request for Quotation/Request for Proposal/Invitation to Bid number and its associated amendments; and
            3. The Contractor’s Bid dated (add date), including any clarifications and addenda thereof, the latest of which having priority.
              1. In the event of a discrepancy or ambiguity regarding the Contractor’s duties, responsibilities, and performance under this Contract, these documents shall govern in the order of precedence detailed above.
        3. Amendments and addenda to existing contracts shall clearly state the additions, deletions and/or modifications to the contract including whether the new terms are in substitution of, or in addition to, the terms expressed in the original contract.
      7. Fiscal Review
        1. Agreements must be processed in compliance with applicable legislative fiscal review requirements, as may be amended from time to time.  See Section 16 of the Purchasing Guideline, B-120.
      8. Electronic Signatures
        1. For contracts not requiring System Office approval and for which the other party is agreeable to the use of electronic signatures, Institutions may use electronic signatures as permitted under the Institution’s rules and procedures which have been adopted pursuant to Guideline B-095.
      9. Contract Procedures and Routing Requirements
        1. All necessary signature approval lines, including that for the TBR, should be prepared by the Institution.
          1. If the party with whom the institution is contracting is a corporation, its name must be stated in the contract exactly as it appears in its charter or as listed with the Tennessee Secretary of State’s office. The person signing on behalf of the corporation must have legal authority to do so, and his/her title/position should be shown on the signature page.
          2. If the other party is a state agency, the contract must include appropriate signature line(s) for the agency’s Commissioner, or official(s) of equivalent rank, or their designee.
          3. The President/Director or his or her designee must sign all Institution contracts that do not require System Office approval.
          4. The President/Director or his or her designee must sign all Institution contracts required to be submitted to the System Office. If the President/Director or designee’s signature has been omitted from contracts prepared and delivered to the System Office, such contracts may be returned to the Institution.
          5. When approval by the Chancellor is not required, that signature blank should be marked "not applicable" or should be deleted.
        2. A completed Contract Summary Sheet as well as all relevant attachments must accompany all agreements or amendments submitted to the System Office for review. Contract Summary Sheets must be signed by an Institution official verifying compliance with all applicable policies and guidelines. If applicable, a Justification of Non-competitive Purchase Form must be completed and submitted along with the Contract Summary Sheet.
        3. For Contracts that require TBR System Office approval, Institutions should prepare the contract as desired/required by the parties, the Contract Routing Form and Contract Summary Sheet and transmit to the System Office, along with all required supporting documentation.   The System Office shall initiate all contract approvals/signatures via DocuSign or other electronic delivery system.
        4. Agreements containing blank spaces or omitting required contract provisions will be returned to the Institution for correction and must be resubmitted to the System Office for approval.
        5. All contracts required to be submitted to the System Office should be submitted prior to the beginning of the contract's original term or renewal. A contract cannot be extended or amended after the original term has expired.
        6. Amendments forwarded to the System Office for approval must be accompanied by a copy of the original agreement and any prior amendment or addendum.
        7. All contracts from the colleges of applied technology which require System Office approval shall be first submitted to the Office of the Vice Chancellor for Tennessee Colleges of Applied Technology.
        8. Institutions are responsible for monitoring the Title VI compliance of sub-recipients of federal funds.
        9. Sufficient documentation (may be in electronic format) must be maintained as evidence of compliance with all TBR/Institution policies, guidelines and procedures applicable to the actions taken. Such documentation shall be retained for the time period specified in TBR Guideline G-070.
      10. Contract Monitoring
        1. Monitoring. All service contracts shall contain a provision that states that the contractor’s activities shall be subject to monitoring by the Institution and/or state officials. These contract types include, but are not limited to:
          1. Personal Service
          2. Professional Service
          3. Software Related Agreements
          4. Grants, including subcontracts
          5. Memorandums of Understanding
        2. Monitoring Plan. Institutions shall maintain a monitoring plan (See Exhibit 1) for all service contracts to ensure the following:
          1. Contract performance in terms of progress and compliance with contract provisions;
          2. Communication with Contractor to ensure maximum performance and intended results;
          3. Financial obligations of the Institution do not exceed the contract pricing;
          4. Deliverables are received;
          5. Appropriate approval and remittance of payments for acceptable work are in accordance with contract provisions and applicable law;
          6. Maintenance of records for each contract that documents activities such as procurement, management, and sub-recipient monitoring, if applicable; and
          7. Evaluation of contract results in terms of the achievement of organizational objectives
      11. Contract Manual
        1. Each Institution shall maintain a written contracts manual, which may be in electronic format, setting forth any procedures of the Institution in addition to or necessary to comply with the procedures outlined in this Guideline. These procedures shall outline the institution’s process for routing and execution of agreements not requiring System Office approval.
      12. Conflicts of Interest
        1. Pursuant to T.C.A. § 12-4-103 it is unlawful for any state official or employee to “bid on, sell, or offer for sale, any merchandise, equipment or material, or similar commodity, to the state of Tennessee” or “to have any interest in the selling of the same to the state” during that person’s term of employment and for six months thereafter. Institutions are not allowed to contract with an individual who is, or within the past six months has been, a state employee in violation of the statute.
        2. An individual shall be deemed a state employee until such time as all compensation and terminal leave has been paid.
        3. Institutions shall not knowingly enter into contracts with a company or corporation which would constitute a violation of TBR Policy 1:02:03:10 (Conflict of Interest)
  2. Contracts of Adhesion
    1. In order for a contract to be considered an adhesion contract all the following criteria must be met:
      1. The proposed contract must be a standard form contract or license;
      2. It is offered to the Institution on a ‘take it or leave it’ basis;
      3. The Institution has no realistic opportunity to negotiate different terms; and
      4. The desired product or service cannot be obtained except by agreeing to the form contract.
    2. The procedures necessary to enter into a contract of adhesion are:
      1. The initiating department must route the contract through the Institutional procurement and/or contracts office. The Institution must document the following:
        1. The Institution’s attempts to negotiate needed changes in the contract and the vendor’s refusal to agree to any changes (i.e., despite the fact they were given statutory language that governs certain situations or that contradicts contract language);
        2. The need for the item or service(s);
        3. The fact that the vendor is the sole source (or that all vendors require the impermissible language).
      2. Approval for contracts of adhesion shall be as follows:
        1. The Institutional procurement and/or contracts office may approve contracts of adhesion up to not greater than $5,000 annually if an appropriate risk assessment has been performed. (See Exhibit 2 for a sample risk assessment form.)
        2. The President or President’s designee may approve contracts of adhesion greater than $5,000 annually but less than $25,000 in total. Presidents or the President’s designee may, after consultation with Institution or TBR Legal Counsel as appropriate, approve contracts of adhesion which have a value of less than $25,000.
        3. Except as stated above, the Chancellor or the Chancellor’s designee will approve contracts of adhesion which have a value of $25,000 or more annually.
      3. A letter stating that the institution regards the agreement as a contract of adhesion shall be sent with the executed contract when it is sent to the Contractor. A copy of the letter shall be maintained in the Institution’s records. (See Exhibit 3 for sample letter.)
      4. The purchasing officer, contract officer, or other designated official at each Institution must maintain a record of all software and other acquisitions over $5,000, and those under $5,000 requiring signature, contracts of adhesion entered into pursuant to this manual and supply the record, upon request, to the TBR System Office.
      5. In appropriate instances, the President or President’s designee, or the Chancellor or Chancellor’s designee, as applicable, may approve a contract as a contract of adhesion when the vendor has agreed to some change(s), but the contract still contains impermissible language; documentation as required above must be maintained.
  3. Form Contracts
    1. DESCRIPTION LAST UPDATED
      Clinical Affiliation/Field Experience Agreement  
      Pro Forma Agreement  
      Grant Agreement  
      Agreement for Workshop/Seminar  
      Agreement for Workshop/Seminar Participation  
      Dual Services Agreement  
      Facilities Use Agreement  
      Mutual Use Agreement  
      Transient Use Agreement  
      Tenant Use Agreement  
      Invention Disclosure Form  
      Copyrightable Works Disclosure Form  
      Intellectual Property Agreement  
      Employee Work for Hire Agreement  
      Copyright License Agreement  
      Partial Assignment of Copyright Ownership Agreement  
      Joint Ownership of Copyright Agreement  
      Intellectual Property/Research Agreement  
      Banking Agreement  
      Non-Credit Instruction Agreement (up to $50,000)  
      Non-Credit Instruction Agreement ($50,000 and over)  

       

  4. Clinical Affiliation/Field Experience Contracts - A Clinical affiliation agreement is an agreement between an Institution and another entity (Affiliate) for the provision of practical clinical experience to the Institution’s students.
    1. General Rules
      1. Generally, these agreements do not provide for monetary compensation to either the Institution, Affiliate or student.
      2. Health Records and Insurance
        1. The Institution may provide health records of students and faculty upon request by the Affiliate. The Institution must give students/faculty prior written notice when they will be required by the Affiliate to obtain and provide health records in order to participate in clinical experience. Each student will be required to execute proper release forms for FERPA purposes.
        2. The Affiliate may require written evidence of professional liability insurance coverage for students and faculty participating in the experience.
        3. The Institution shall notify students of Affiliate’s requirement(s) regarding professional liability insurance, the minimum amount of coverage that is required by the Affiliate. The Institution may notify the student of available options to obtain such coverage.
      3. Criminal Background Checks and/or Drug Screening
        1. If criminal background checks and/or drug screening of students are required by the Affiliate, the Institution shall notify students of this requirement prior to enrollment in the program or as soon as the requirement is known.
        2. The Institution shall inform students that the check and/or screen must be completed prior to the student’s initial clinical placement.
        3. Each student is responsible for making timely arrangements for a background check and/or drug screening and paying all costs associated with such checks/screens.
        4. If criminal background checks and/or drug screenings are required for Institutional faculty or staff, the Institution shall arrange for the background check/drug screens, pay all costs associated with such checks, and provide the results to the Affiliate.
        5. At a minimum, the Affiliate shall be responsible for setting the eligibility standards for clinical participation at its facility, and if there is any question as to whether the standard has been met, to evaluate the results of the background check/drug screen to determine if the student or faculty /staff member shall be allowed to participate at its facility. The Institution shall take steps to ensure that any individual not clearly meeting the Affiliate’s eligibility standards does not participate in the clinical program at the Affiliate’s facility.
        6. A Clinical Affiliation Agreement which requires background checks should also include a provision that if an Institutional faculty/staff member or student is also an employee of Affiliate, the Affiliate will allow the faculty/staff member or student to participate in its clinical program without undergoing an additional background check.
        7. Recognizing that students enrolled in certain programs at the Institution will potentially participate in multiple clinical placements at multiple facilities, clinical agreements should include a provision that the Affiliate will accept the results of the background check done prior to the student’s initial clinical placement if the student maintains continuous enrollment in the institution’s program and the background check agency maintains the results of the background check.
        8. Institutions shall inform students or faculty/staff members excluded from clinical placement on the basis of a criminal background check/drug screen of any review or appeal process available pursuant to the Fair Credit Reporting Act or any other law or policy.
      4. Health Insurance Portability and Accountability Act of 1996 (HIPAA) Compliance
        1. Although HIPAA language is included in the form contract, this language may be omitted upon the request of the Affiliate.
        2. For purposes of HIPAA, students are trainees and are, by definition, considered to be the “workforce” of the Affiliate (at the same time, it should be noted that students are employees of neither the Institution nor the Affiliate). Therefore, entering into business associate agreements is not permitted.
      5. Agreements which comply with this guideline and do not deviate substantially from the form template or which have been reviewed and approved by the Institution’s Contracts Department or TBR System Office, do not require further System Office approval. Agreements previously approved by the System Office may be renewed without System Office approval if no changes are made.
      6. Institutions are encouraged to seek terms of longer than one year for clinical affiliation agreements.
    2. Clinical Affiliation Forms
      1. ​Exhibit 4 - Clinical Affiliation Agreement
      2. Exhibit 5 – Student Records Release Form
  5. Pro Forma Contract - This Section details the instructions on how to complete the Pro Forma Contract where the Contractor is providing a good/service to the Institution which will usually continue for some specified length of time.
    1. General Rules
      1. The description of the goods/services should be detailed enough to enable a party unfamiliar with the subject matter to determine exactly what good(s)/service(s) the Contractor will be providing/performing for the Institution.
      2. In most cases, the description of services should provide qualitative and quantitative measures. For example, a custodial services contract might provide for the Contractor to provide the cleaning solutions, that a facility’s floors to be mopped on a nightly basis and stripped and waxed on a biannual basis.
      3. This type of Agreement must not create an employer/employee relationship. An individual must meet all of the following conditions to be classified as an independent contractor:
        1. The Institution controls only the results of the work, not how it gets done.
        2. The individual assumes a business risk (assumes all expenses for personnel, equipment and materials) as a result of this association with the Institution.
        3. The individual is responsible for paying and reporting applicable self-employment tax.
        4. The individual is free to complete the assigned task without control or direction from the Institution.
        5. The individual’s association with the Institution normally ceases upon completion of a specified project.
        6. The individual is free to work for other entities.
        7. The individual has declared himself/herself to be an independent contractor when providing similar services to the general public.
      4. In appropriate cases, the Institution should require the contractor to demonstrate proof of appropriate forms of insurance, and/or to provide a performance bond.
      5. When appropriate, language regarding intellectual property rights should be included in a contract. (See TBR Policy 5:01:06:00, Financial Exigency.)
      6. All contracts for legal services which are subject to T.C.A. §§ 8-6-106 and 8-6-301 must originate in the Office of General Counsel prior to any action being taken to retain any legal or legally related services;
      7. Contracts for services required to be approved by the State Building Commission must be coordinated with the Office for Facilities Development;
      8. State law prohibits an Institution from either establishing a vending or food services operations contract for new or existing facilities or from performing such services itself, without first notifying the Division of Blind Services for the State of Tennessee. (T.C.A. §§ 49-8-118 & 71-4-503)
      9. Exhibit 6 Pro Forma Contract - This contract may be used to procure goods or services as the need dictates. It is included in the approved RFP format as the pro forma contract and should be used in the following instances:
        1. For personal service contracts that result from an RFP process;
        2. For personal service contracts which require System Office approval;
        3. For personal service contracts which require Fiscal Review approval; and
        4. For all other contracts, in which the Institution’s procurement and/or contracts office determines this form is appropriate.
      10. A Purchase Order may be used to procure goods or, in limited circumstances, services (Refer to Section 3.a.(2)(b) of Purchasing Guideline B-120,  Classification and Operation of Auxiliary Enterprises, for services applicability).
  6. Grant Agreements
    1. General Rules
      1. The President or designee of an Institution is authorized to approve applications for grants from agencies or organizations; provided that, when matching funds or services in lieu of funds are required by the Institution, no application shall be made unless the operating budget provides the funds and/or resources necessary for the project.
      2. The President is further authorized to accept the award of a grant and enter into agreements confirming grants, provided that agreements confirming the award of grants shall be subject to the requirements of this guideline.
      3. The following procedures shall govern expenditures for personal, professional or consulting services pursuant to grant contracts:
        1. Procedures
          1. The Institution shall negotiate when possible to ensure that payments are appropriate to support the activity contemplated.
          2. A written budget and work program shall be prepared and included in the grant agreement.
        2. Contracts Representing Grants.
          1. Grant contracts not involving federal money must include the following provision:
            1. "The contractor shall cause to be performed, in accordance with auditing standards prescribed by the Comptroller of the Treasury of the State of Tennessee, an audit of all its program(s) funded by this contract; provided, however, that any contract for such audit shall be subject to prior approval of the Comptroller of the Treasury of the State of Tennessee, and must be submitted on the standard contract to audit accounts' form published by the Comptroller of the Treasury. The audit may include and be combined with an audit of other programs of the contractor, and the existence of more than one contract between the contractor and any agency of the State of Tennessee shall not necessitate more than one (1) audit of the contractor's programs to be performed every two years."
          2. Grant contracts involving Federal money must include the following provision:
            1. “The Grantee shall prepare and submit, within nine (9) months after the close of the reporting period, an annual report of its activities funded under this grant to the commissioner or head of the granting agency, the Tennessee Comptroller of the Treasury, and the Commissioner of Finance and Administration. The annual report for any Grantee that receives $300,000.00 or more in aggregate federal and/or state funding for all its programs shall include audited financial statements. All books of account and financial records shall be subject to annual audit by the Tennessee Comptroller of the Treasury or the Comptroller's duly appointed representative. When an audit is required, the Grantee may, with the prior approval of the Comptroller, engage a licensed independent public accountant to perform the audit. The audit contract between the Grantee and the licensed independent public accountant shall be on a contract form prescribed by the Tennessee Comptroller of the Treasury. Any such audit shall be performed in accordance with generally accepted auditing standards, the provisions of OMB Circular A-133, if applicable, and the Audit Manual for Governmental Units and Recipients of Grant Funds published by the Tennessee Comptroller of the Treasury. The Grantee shall be responsible for reimbursement of the cost of the audit prepared by the Tennessee Comptroller of the Treasury, and payment of fees for the audit prepared by the licensed independent public accountant. Payment of the audit fees of the licensed independent public accountant by the Grantee shall be subject to the provisions relating to such fees contained in the prescribed contract form noted above. Copies of such audits shall be provided to the State Granting Department, the Tennessee Comptroller of the Treasury, the Department of Finance and Administration, and shall be made available to the public.”
        3. Grant Contracts
          1. Procurement by grantee--grant contracts which provide for reimbursement for the cost of procuring goods, materials, supplies, equipment or services shall contain the following provision:
            1. “If the terms of this contract allow reimbursement for the cost of procuring goods, materials, supplies, equipment or services, such procurement shall be made on a competitive basis (including the use of competitive bidding procedures), when practicable.”
        4. Federally Funded Grant Contracts
          1. Procurement by contractor--when a grant contract provides that the contractor may make purchases and be reimbursed for its cost with funds derived wholly or partially from federal sources, the following clause or one of substantially the same effect should be included:
            1. "Reimbursement for the cost of procuring goods, materials or services shall be subject to the contractor's compliance with applicable federal procurement requirements."
        5. Federally Funded Contracts
          1. Compliance with federal regulations--if federal funds are used to support the contract, the following clause must be included:
            1. "The contractor shall comply with all applicable federal regulations in the performance of duties under this contract."
  7. Dual Services Agreements
    1. Scope
      1. This section applies to agreements whereby an Institution/state agency is procuring the services of a full-time employee of another Institution/state agency.
    2. General Rules
      1. Job priorities/Rate of Compensation
        1. Tennessee Board of Regents policy requires that full-time employees of an Institution must devote their full working time to their position; therefore, any agreement which diminishes an employee's availability for the performance of his/her duties will not be approved, except as provided herein.
        2. In general, the services performed pursuant to a dual services agreement are to be of an infrequent or short term nature. (See TBR Policy 5:01:05:00, Outside Employment and Extra Compensation).
        3. The rate of payment under a dual services agreement must not exceed the rate the procuring institution/agency normally pays for such services, shall conform to the Fair Labor Standards Act and be coordinated with the employee’s primary Human Resource and/or Payroll Department.
        4. Dual service agreements must avoid conflicts of interest.
      2. Payment.
        1. Any payment for employee services shall be between the Institution and the state agency or other Institution. An Institution may not pay an employee of another Institution or State Agency directly for services of any nature.
        2. Payment shall only be made after performance of services is completed and upon receipt of invoice from the vendor institution.
      3. Approvals.  Dual services agreements require the written approval of:
        1. An authorized official of the state agency/Institution procuring the services (Procuring Party) and the Institution whose employee is to provide the service (Vendor Party).
        2. The System Office when:
          1. TBR is a party to the agreement, or
          2. the agreement does not conform to this guideline; or
          3. the Chancellor’s approval is otherwise required pursuant to applicable approval policy(ies).
        3. If compensation exceeds $1,500 to any state agency employee (not including TBR or UT institutions), the Department of Finance and Administration must approve the agreement.
      4. Blanket Dual Services Agreements.
        1. If a Procuring Party contracts for the services of multiple employees of a Vendor Party, one blanket dual service agreement may be processed that includes the names and rates of compensation for each employee.
    3. Form Agreement
      1. The form agreement below contains all required elements; however, as a minimum, every agreement must contain the following:
        1. A brief description of the services being provided;
        2. The name of the employee providing the services;
        3. The rate and means of compensation, including when payment will be made and to what address invoices are to be sent.
        4. A provision that an invoice from the vendor party is required prior to payment to an Institution for services rendered by its employee.
          1. ​Exhibit 7 - Sample Dual Services Agreement
            1. Source and Authority: TBR Policy No. 5:01:05:00 (Outside Employment and Extra Compensation); Section 36 of Chapter 732 of the Public Acts of l976, and the rules of the Department of Finance and Administration.
  8. Agreements for Short-term Access to and Use of Campus Property and Facilities
    1. Scope
      1. This section deals with agreements for short-term use of campus facilities for activities which include, but are not limited to, those for musical performances, speakers, conventions, exhibits, etc. where control of the Institutional space is being retained by the Institution.
      2. This Section does not apply to leases of property for residential use and/or commercial leases of property. Real property and lease agreements are covered by separate procedures found in TBR Guidelines B-025 (Acquisition & Disposal of Real Property) and B-026 (Lease Procedures and Guidelines).
    2. General Rules
      1. All use of campus facilities and agreements providing for such use must comply fully with TBR Policy No. 1:03:02:50 (Access to and Use of Campus Property and Facilities).
      2. Agreements which deviate from the standard agreements included as Exhibits to this manual must be submitted to the System Office or the Institution’s Legal Office for approval.
      3. In the event that an affiliated or non-affiliated group wishes to perform or sponsor a performance of copyrighted musical compositions, the following provisions must be included in the contract:
        1. The Contractor certifies that Contractor has obtained all necessary copyright and royalty licenses from ASCAP, BMI, SESAC, any other performing rights organization or the copyright owner for the performance(s) presented under the terms of this agreement.
        2. The Contractor agrees to indemnify, hold harmless, and defend the Institution and the State of Tennessee from and against any and all claims, demands or suits which may be brought for copyright infringement allegedly arising in the course of the performance(s) presented under the terms of this agreement. Such indemnification shall extend to both criminal and civil actions and shall include any loss, damage, penalty, court costs or attorneys' fees incurred by the Institution.
        3. The Institution/State shall promptly notify the Contractor of any such claim brought against the state. The settlement or compromise of any claim brought against the state shall be subject to the approval of the appropriate state officials, as required by T.C.A. § 20-13-103.
    3. Form Use of Facilities Contracts
      1. Typical form contracts for use of TBR or non-TBR facilities include:
        1. Transient Use Agreements
        2. Provides short-term, continuing, non-exclusive use of facilities, such as evening use of high school space as a teaching extension site for a semester.
        3. Can be for TBR use of non-TBR facilities, or non-TBR use of TBR facilities.
      2. Mutual Use Agreements
        1. Provides short-term, continuing, non-exclusive mutual use of both parties’ facilities.
        2. Between two TBR Institutions or one TBR Institution and a non-TBR entity.
        3. Mutual use of each other’s facilities may be substituted for financial compensation.
          1. Exhibit 8 - Facilities Use Agreement Long Form
          2. Exhibit 9 - Mutual Use Agreement - Involving a Tennessee Board of Regents Institution
          3. Exhibit 10 - Transient Use Agreement - Involving a Tennessee Board of Regents Institution
          4. Exhibit 11 - Tenant Use Agreement - Between Two Tennessee Board of Regents Institutions
          5. Exhibit 12 - Mutual or Transient Use - Terms and Conditions for an Agreement Involving a Tennessee Board of Regents Institution
          6. Exhibit 13 - Tenant Use - Terms and Conditions for an Agreement between Two Tennessee Board of Regents Institutions
          7. Exhibit 14 - Instructions - for filling out Use Agreements
  9. Contracts for Hardware, Software and Related Services
    1. Scope
      1. This section applies to contracts for hardware, software and related services.
    2. General Rules
      1. The legal right to use software is typically obtained in the form of a license agreement, which is usually provided by the vendor during the procurement process.
      2. It is the responsibility of the Institution to negotiate changes in all vendor provided agreements, or incorporate vendor terms in a TBR template agreement, so that such agreements comply with this Guideline.
      3. If vendor does not provide an agreement, the attached standard agreement may be used for software licenses and, with appropriate adaptation, for related equipment purchases.
      4. Piloting/Testing of Hardware, Software or Related services
        1. Agreements authorizing the Institution to conduct experimentation or testing of hardware, software or related services should follow the appropriate approval process.
        2. Although the initial cost to the Institution may be minimal, full consideration of the cost to continue use such product/service shall be evaluated up front with no guarantee for the Institution to continue to license. Use of the product/service, beyond the initial pilot period, must follow the appropriate policies and guidelines, and the execution of a pilot process does not warrant a non-competitive justification for continued use of the product/service.
        3. These agreements shall not contain a renewal option and must contain a provision that at the end of the pilot term the appropriate procurement process shall be followed.
    3. Form Contracts
      1. Exhibit 15 - Sample Software License Agreement
  10. Intellectual Property Agreements
    1. Scope
      1. TBR Policy 5:01:06:00, Intellectual Property, sets out the approved procedures governing TBR intellectual property issues.
      2. In addition, resource information and approved form/sample agreements are provided at the TBR web site in the General Counsel section.
    2. Form Contracts
      1. Form/Sample contracts provided in the General Counsel section of the TBR website can be found here:
        1. Exhibit 16 - Invention Disclosure Form
        2. Exhibit 17 - Copyrightable Works Disclosure Form
        3. Exhibit 18 - Intellectual Property Agreement
        4. Exhibit 19 - Employee Work for Hire Agreement
        5. Exhibit 20 - Copyright License Agreement
        6. Exhibit 21 - Joint Ownership of Copyright Agreement
    3. Form Research Agreement
      1. Exhibit 22 - Sample Intellectual Property/Research Agreement (Source: TBR Policy 5:01:06:00 (Intellectual Property))
  11. Banking and Related Financial Services Agreements
    1. Scope
      1. This section deals with agreements for the deposit and investment of all funds, regardless of source, which are received by an Institution. Agreements of this nature shall be in conformance with TBR Policy 4:01:01:10 (Deposit & Investment of Funds).
    2. Form Contract
      1. Exhibit 23 - Sample Banking Agreement
  12. Non-credit Instruction Agreement
    1. Scope
      1. This section is applicable to revenue-generating agreements whereby an Institution provides non-credit instruction/training for business and industry.
    2. General Rules
      1. The Institution is responsible for the administration of fees, charges, and refunds in accordance with TBR Guideline B-060 (Fees, Charges, Refunds, and Fee Adjustments).
    3. Essential Contents of the Agreement
      1. The form agreements at the end of this section contain all required elements; however, a few elements are described below:
        1. The program title name, a brief description of the program, Continuing education Units (CEUs) awarded, if applicable, the name of the instructor, if applicable, conducting the course, and the dates, times, and location of the course.
        2. The minimum and maximum number of participants and the program fee that will be invoiced to company.
        3. Other provisions should be specific to include such elements as deliverables by the Institution including textbooks, instructional materials, CEU records/transcripts for participants, and/or certificates awarded, etc.
        4. Specific requirements of the company should be included such as safety and security of Institutional equipment, additional fee assessments outside of the instructional costs, documents/information necessary for instruction, etc.
    4. Form Contracts
      1. Exhibit 24 - Sample Non-Credit Instruction Agreement up to $50,000
      2. Exhibit 25 - Sample Non-Credit Instruction Agreement above $50,000
  13. Academic Agreements
    1. Articulation/transfer, dual credit and dual enrollment agreements should be developed in compliance with instructions or guidance from the System Office, Office of Academic Affairs.
  14. Workshop Agreements
    1. This section provides sample contracts which may be used for two purposes.
      1. The first sample agreement may be used when the institution contracts with a service provider to provide a workshop or seminar and the payment to the service provider will not exceed $5,000.00.
      2. The second sample agreement may be used when the institution contracts with an individual to make a payment to that individual for attending a specific workshop or seminar (for example, a grant may provide for such payments to be made out of grant funds).
    2. These forms are provided for use ONLY as described above and may be used instead of the personal services agreement or Pro Forma, for the specified purposes, or the personal services agreement form or Pro Forma agreement may be used for these purposes.
    3. Form Contracts
      1. Exhibit 26 - Sample Contract for Workshop/Seminar up to $5,000
      2. Exhibit 27 - Sample Workshop/Seminar Participation Agreement
  15. Exceptions
    1. Any exceptions to the procedures outlined in this Guideline shall be subject to the approval of the Chancellor or designee and shall be requested in writing by the President or Director or his/her designee. Exceptions shall be made on a case-by-case basis. If an exception is made, a written determination signed by the Chancellor or designee shall be included in the contract file.
Sources: 

Authority

T.C.A. § 49-8-203; All Federal and State statutes, codes, rules, and regulations referred to in this policy

History

November 12, 1985, Presidents' Meeting; August 15, 1989, Presidents' Meeting; November 8, 1995, Presidents' Meeting; May 14, 1996 Presidents' Meeting; November 12, 1996, Presidents' Meeting; August 5, 1997 Presidents' Meeting, November 5, 1997 Presidents' Meeting; February 17, 1998 Presidents' Meeting & March 27, 1998 Board Meeting; November 4, 1998 Presidents' Meeting, November 7, 2001 Presidents Meeting. August 16, 2005 Presidents’ Meeting, August 16, 2006 Presidents’ Meeting; May 15, 2007 Presidents’ Meeting, February 12, 2008 Presidents’ Meeting; Presidents Meeting, November 5, 2008; Presidents Meeting, February 17, 2009; Presidents Meeting, August 11, 2009; Presidents Meeting August 17, 2010. Revisions to exhibits: 2/14 & 7/14. Revised at Presidents Meeting, August 16, 2016.

Policy Number: 
G-020
Policy/Guideline Area: 
General Guidelines
Applicable Divisions: 
TCATs, Community Colleges, System Office, Board Members
Purpose: 

Pursuant to Board Policy No. 1:03:04:00, the Tennessee Board of Regents has authorized certain sub-councils to the Joint Presidents' Council for the purpose of providing a mechanism to promote effective communication and internal management throughout the Tennessee Board of Regents System. The Joint Presidents' Council recognizes the inherent value of the collective advice and comments of campus officials in designated areas on matters of System-wide concern, while preserving the organizational structures and systems of communication at the individual institutions and for the System as a whole. The Joint Presidents' Council further finds it necessary to establish the following guidelines and procedures to govern the operations of the various sub-councils in fulfilling their stated purposes.

Policy/Guideline: 
  1. Names of Sub-Councils
    1. The names of the sub-councils to the Joint Presidents' Council which have been established are:
      1. The Academic Affairs Sub-Council;
      2. The Business Affairs Sub-Council;
      3. The Student Affairs Sub-Council;
      4. The Faculty Sub-Council;
      5. The Tennessee College of Applied Technology Presidents'; and
      6. The Information Technology Sub-Council.
  2. Nature of the Sub-Councils
    1. Each of the foregoing are sub-councils to the Joint Presidents' Council, in the nature of sub-committees to a principal committee.
    2. Communications from the sub-councils shall be made to the Joint Presidents' Council and the Board of Regents staff; no releases of information or public statements shall be made by the sub-councils.
  3. Membership of Sub-Councils
    1. The regular members of the Academic Affairs, Business Affairs, Student Affairs and Information Technology Sub-Councils shall be the chief administrative officers in the areas of academic, business, student affairs and Information Technology, respectively, at each institution in the System.
      1. It is recommended that the Faculty Sub-Council members be the chairman of the faculty senate, assembly or advisory committee established by each of the various institutions; however, a representative may be selected annually by the faculty organization to serve as a Faculty Sub-Council member.
      2. The president of each TCAT shall be a member of the TCAT Presidents’ Sub-Council.
    2. The Information Technology Sub-Council shall include representatives (one each) of the following functional areas supported by information technology:
      1. Academic Affairs;
      2. Business Affairs;
      3. Student Affairs;
      4. Faculty; and
      5. The Tennessee Colleges of Applied Technology.
        1. These appointments will be by the respective sub-council which serves these constituents.
        2. Appointees will serve a term of two years and may be re-appointed.
    3. In addition to the regular members of the respective sub-councils, the presidents of all institutions in the System and the member of the Board of Regents staff designated by the Chancellor shall be ex-officio (non-voting) members of each sub-council.
  4. Purpose and Functions of the Sub-Councils
    1. The purpose of the sub-councils shall be to improve communications and internal management in the respective areas of the sub-councils throughout the System, and to provide necessary information to the Joint Presidents' Council and the Board staff for their consideration in relation to the policy-making role of the Tennessee Board of Regents.
    2. The functions of the sub-councils shall be as follows:
      1. To consider matters and make reports as requested by the Joint Presidents' Council or the Board staff.
      2. To confer and discuss concerns within the jurisdiction of their respective areas for the purpose of promoting the improvement of their campus functions.
      3. To initiate projects and studies and report their findings to the Joint Presidents' Council and the Board staff.
    3. In exercising these functions, the respective sub-councils shall ensure against consideration of matters without their jurisdiction, or referred to or initiated by a different sub-council.
    4. All sub-councils shall limit their reports to their findings and conclusions concerning particular matters.
  5. Meetings of Sub-Councils
    1. Each sub-council shall hold a maximum of four regular meetings per year, to be held at such times and places which least conflict with the regular institutional responsibilities of the members.
      1. Special meetings of the sub-councils may be called by the Joint Presidents' Council or the Chancellor or designee.
      2. All members of the sub-councils are responsible for attendance at meetings, but there shall be no quorum required for any meeting.
    2. All regular and ex-officio members of each sub-council shall be invited to all meetings of the sub-council, and other persons shall not attend the meetings except by invitation from the sub-council chairman for a specific purpose.
  6. Officers of Sub-Councils
    1. Each sub-council shall select a chairman on an annual basis.
    2. The chairman shall be responsible for reports and communications between the sub-council and the Joint Presidents' Council and the Board staff.
    3. Additional officers may be selected by sub-councils as deemed necessary to carry out their purposes and functions.
  7. Internal Operation of Sub-Councils
    1. These guidelines and procedures shall constitute what would otherwise be the equivalent of bylaws for the respective sub-councils.
    2. Each sub-council may adopt additional procedures which are not inconsistent with the provisions herein set forth to govern the internal operations and the order of meetings of the sub-councils, subject to approval by the Joint Presidents' Council.
Sources: 

Authority

T.C.A. § 49-8-203

History

May 25, 1977 TBR presidents meeting. Revised September 30, 1977 Presidents meeting; July 1, 1984; Presidents’ Meeting February 13, 2002; Presidents’ Meeting August 16, 2005.

Policy Number: 
G-010
Policy/Guideline Area: 
General Guidelines
Applicable Divisions: 
TCATs, Community Colleges, System Office, Board Members
Purpose: 

The purpose of this guideline is to establish the criteria and process for communicating Board actions and policies to the institutions governed by the Tennessee Board of Regents.

Policy/Guideline: 
  1. Communicating Board Actions and Policies
    1. Prior to meetings of the Presidents Council and the Board of Regents, the staff of the TBR System Office shall post notice on the TBR website, for the persons and organizations listed below, of all proposed new, deleted, and revised System policies and guidelines.
    2. Following meetings of the Presidents Council and the Board of Regents, the staff of the TBR System Office shall post notice on the TBR website, for the persons and organizations listed below, of all approved new, deleted, and revised policies and guidelines.
      1. Institution Presidents
      2. Board Members 
      3. Tennessee State Library and Archives
      4. State Comptroller’s Office
      5. Tennessee Legislative Library
      6. Tennessee State Employees’ Association
    3. System Office staff shall also maintain up-to-date copies of all System policies and guidelines on the TBR website.
    4. Minutes of each meeting of the Board of Regents shall be prepared at the direction of the Board Secretary, and approved by the Board at the following meeting. Once approved, the minutes shall be posted to the TBR website by System Office personnel.
    5. Links to the various TBR websites for the above information are available on Exhibit 1, Communicating Board Action. 
Sources: 

Authority

T.C.A. § 49-8-203

History

September 1, 1976 SBR Presidents Meeting. Revised July 1, 1984; Presidents’ Meeting February 13, 2002; Ministerial revision, March 3, 2016.

Policy Number: 
4:07:00:00
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges, System Office
Purpose: 

The purpose of this policy is to establish Tennessee Board of Regents processes and procedures regarding reimbursement for business meals and recognition events.

Policy/Guideline: 
  1. Business Meals
    1. The institution may pay or reimburse properly documented meals which have a clear business purpose and setting.
      1. Business meals generally include at least one non-institutional employee. However, occasional gatherings of institutional employees may be reimbursed as business meals.
      2. Expenses may be incurred only for those individuals whose presence is necessary to the business discussion.
    2. In addition to an itemized receipt, IRS rules of substantiation of business expenses require documentation of the time, date, place, specific topic of discussion and attendees at the meals.
      1. Please note that the documentation requirements apply to all on-campus or off-campus business meals, regardless of payment method.
      2. Accordingly, all on-campus dining facilities require this documentation for all meals charged to departmental accounts.
    3. The institution will deny reimbursement for meal expenses that lack documentation or a clear business purpose. Gatherings that are primarily social in nature do not qualify for payment or reimbursement as business meals.
  2. Recognition Events
    1. Institutional funds may be used to purchase food and non-alcoholic beverages for recognition, appreciation and/or retirement events if the event is in accordance with institutional policies and is reasonable in number and events per fiscal year and amount spent.
    2. Recognition gifts and retirement plaques are allowable up to a reasonable value limit per employee/retiree recognized, if in accordance with institutional policies.
Sources: 

Authority

T.C.A. § 49-8-203; IRS Rules

History

TBR Board Meeting December 5, 2003; December 2, 2005; September 28, 2007; TBR Board Meeting June 19, 2015.

Policy Number: 
4:06:00:00
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges, System Office
Purpose: 

The purpose of this policy is to provide parameters within which TBR institutions shall use state funds for advertising.

Definitions: 
  • Advertising - for the purposes of this policy, refers to expenditures to recruit students by media purchases through television, radio, newspapers, billboards, etc.
Policy/Guideline: 
  1. General Statement
    1. This policy excludes advertising for position vacancies, costs associated with publication expenditures (see G-140), and advertising for auxiliary operations or athletic events and programs.
    2. Advertising for the recruitment of students shall be designed to increase enrollments in the service delivery area as the first priority for advertising of community colleges and colleges of applied technology.
      1. Any advertising in regional newspapers shall be restricted to zoned editions.
    3. Advertising expenditures should result in a citizenry which is better informed and thus more likely to support state higher education through both private giving and more effective advocacy.
      1. Advertising also informs citizens of the opportunities available through the state's institutions of higher education, thus improving the state's workforce and competitive position in the global economy.
    4. Campuses are encouraged to maintain an appreciation of the efforts of all post-secondary institutions to provide educational services to students.
      1. In this sense, advertising for one campus should not be designed in a manner that has the impact of being detrimental with regard to the educational services provided by another campus.
    5. Given the aforementioned criteria, each campus shall evaluate paid advertising on an annual basis to determine if the original estimates of probable returns on investment are realized.
      1. A "cost to benefit" analysis of paid advertising should be a significant factor in the determination whether or not to continue the advertising campaign, along with other factors deemed appropriate by the President.
  2. Exceptions
    1. Any exceptions to this policy may be approved by the Chancellor.
Sources: 

Authority

T.C.A. § 49-8-203

History

TBR Meeting December 4, 1998; September 28, 2007.

Policy Number: 
4:05:01:01
Topics Outline: 
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges
Purpose: 

The purpose of this policy is to establish Tennessee Board of Regents policy regarding inventory methods for libraries in the TBR System.

Policy/Guideline: 
  1. Inventory Method
    1. In the Tennessee Board of Regents libraries, collections vary significantly in size and in the type of material contained; consequently, the mandate of a specific or uniform inventory method for all of the libraries to follow is not appropriate. The cost of conducting a systematic inventory of book stock and other library materials is also an important management consideration in TBR libraries.
      1. A full or partial inventory or census may be conducted annually to meet TBR requirements for materials accountability, and to meet the guidelines of internal accounting and administrative control that are cited in the Financial Integrity Act (T.C.A. § 9-18-102).
      2. If a TBR library chooses to do an inventory, one of the two following methods should be used:
        1. A partial inventory that covers the entire collection over a two to five-year period; or
        2. An annual or biennial book census using a reliable sampling technique derived from an authoritative statistics textbook that explains how to do standard deviation calculations.
      3. In order to meet the guidelines of internal accounting and administrative control that are cited in the Financial Integrity Act, TBR libraries not choosing to do an inventory must annually report to their institutions the numbers of library materials withdrawn from their collections.
Sources: 

Authority

T.C.A. §§ 49-8-203, 9-18-102

History

TBR Meeting, June 30, 1989; April 2, 2004; September 28, 2007.

Policy Number: 
4:04:01:50
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges
Purpose: 

The purpose of this policy is the establishment of the process and procedures regarding revenues received from campus concessions at institutions governed by the Tennessee Board of Regents.

Policy/Guideline: 
  1. Revenues from Campus Concession
    1. The institutions governed by the Tennessee Board of Regents shall consider revenue received from campus concessions as unrestricted revenue.
    2. Any contract between the institution and any external agency to the institution is to be awarded on the basis of any method provided under TBR Purchasing Policy.
    3. Any award of concessions to agencies internal to the institution shall be awarded on the basis of proposals presented to the institution and eligibility to present proposals will not be limited to any specific internal agency.
Sources: 

Authority

T.C.A. § 49-8-203

History

TBR Meetings, August 17, 1973; September 30, 1983; September 28, 2007.

Policy Number: 
4:03:03:50
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges
Purpose: 

This policy is established by the Tennessee Board of Regents in recognition of the unique characteristics associated with travel by athletic personnel and teams and other groups at the institutions governed by the Board. The purpose of the policy is to address practical considerations for travel related specifically to the performance of intercollegiate athletic recruiting, athletic team travel, and other student group travel. The policy shall apply only to these functions; travel for other purposes by athletic personnel and other non-student groups shall be subject to Tennessee Board of Regents General Travel Policies and Procedures (No. 4:03:03:00) and institutional policies and guidelines. All travel will be reimbursed subject to TBR Policy No. 4:03:03:00 unless a specific exception is provided below. In addition, each institution shall comply with all pertinent regulations of the National Collegiate Athletic Association or the National Junior College Athletic Association and the athletic conference of which the institution is a member.

Each institution shall develop and enforce guidelines for athletic and other group travel consistent with the provisions of this policy. Institutional guidelines should include working procedures and be presented in such detail as to ensure thorough understanding of the provisions by all affected personnel.

Policy/Guideline: 
  1. Athletic Recruiting
    1. Travel Advances
      1. Travel advances should be made consistent with the Tennessee Board of Regents General Travel Policies and Procedures.
      2. In addition, temporary or permanent travel advances may be made to staff members engaged in recruiting when such advances are approved by the president or designee.
    2. Reimbursement Rates - Courtesy Vehicle
      1. If a staff member has a "courtesy vehicle" due to their association with the institution, the maximum rate allowed will be the rate allowed under the Tennessee Board of Regents General Travel Policies and Procedures, less the portion of the IRS business standard mileage rate treated as depreciation.
    3. Approval for Travel
      1. The following are subject to prior approval by the president or designee:
        1. Blanket travel authorization for scouting or recruiting; and
        2. The travel of visitors and guests at institutional expense for any occasion related to recruiting.
    4. Guest Meals
      1. The actual cost of guest meals may be claimed when incurred by a staff member for recruiting purposes.
      2. Such claims must be submitted in appropriate detail.
      3. Receipts are required.
    5. Student Recruits
      1. Staff members are responsible for compliance with pertinent NCAA, NJCAA, and conference rules regarding student recruits.
      2. Lodging in campus facilities should be arranged if space is available. If campus space is not available, arrangements may be made for lodging in local motels/hotels, and, with the approval of the athletic director or designee may be charged to the athletic department.
      3. If available, the use of campus dining services should be arranged and costs may be charged to the athletic department. If necessary, staff members will be reimbursed at cost for off-campus meals, with reasonable and customary gratuities allowed. Receipts must accompany claims.
      4. Transportation may be arranged through a local travel service and charged to the athletic department with the approval of the athletic director or designee. Automobile mileage may be reimbursed to a student recruit at the maximum rate allowed under the Board of Regents General Travel Policies and Procedures for the use of a personal vehicle.
      5. Entertainment expenses may be reimbursed at cost within NCAA, NJCAA, and conference rules.
  2. Travel
    1. Institution officials and guests of the institution who accompany the team or student groups on trips must be approved in advance by the president or designee.
    2. In all cases, team and group transportation will be arranged through established institutional procedures, and travel itineraries are to be arranged in advance.
      1. Documentation must be maintained in the athletic or other appropriate departments or offices indicating that various cost alternatives have been explored before making all arrangements and reservations.
      2. If such arrangements are made by the institution's purchasing office, that office should maintain the appropriate documentation.
    3. A roster of all individuals on a particular trip must be included with the itinerary documentation for proper accounting and auditing purposes and filed with the travel claim.
    4. Travel advances in the amount of 100% of the estimated trip expenses may be allowed.
      1. One person from the athletic department or coach staff member who is familiar with the travel regulations will be responsible for the advance and all bills connected with team or group travel.
    5. Receipts are required for all team or group travel expenses consistent with TBR Policy No. 4:03:03:00.
    6. Actual lodging expenses will be reimbursed.
      1. Documentation must be maintained in the athletic department or other appropriate department or office indicating that various cost alternatives have been explored before making all arrangements and reservations.
      2. However, if such arrangements are made by the institution's purchasing office, that office should maintain the appropriate documentation.
    7. Miscellaneous expenses, such as movies while on trips, must be supported by receipts.
      1. Telephone calls by staff members for business purposes may be claimed with documentation consistent with TBR Policy No. 4:03:03:00.
    8. Individual meals associated with team or group travel will follow the Board of Regents General Travel Policies and Procedures.
    9. All team or group meals and snacks will be reimbursed at actual cost.
      1. Gratuities not to exceed reasonable and customary rates are allowed.
      2. Appropriate documentation and receipts are required.
    10. All travel claims and requisitions for team or group travel must be approved in writing by the appropriate approving authority.
  3. Other Group Travel
    1. Travel by student groups or other groups of participants in programs or activities of the institution may be reimbursed under the same provisions as included in Section II above.
    2. Travel by student groups or other groups of participants in programs or activities of the institution should be addressed by specific institutional guidelines which describe the approval process, discussion of possible liability issues and requirement of waivers/releases of liability by the student if appropriate.
      1. Sample waivers/releases and a discussion of liability issues have been provided by the Office of the General Counsel and should be on file in the offices of student and academic affairs.
      2. A waiver/release is not appropriate for travel that is required as part of an academic program.
  4. Exceptions
    1. The Chancellor or designee may approve exceptions to the requirements of this policy in appropriate cases.
Sources: 

Authority

T.C.A. § 49-8-203

History

TBR Meeting March 23, 1984; TBR Meeting June 29, 1990; June 29, 2007; Revised December 11, 2014.

Policy Number: 
4:03:03:00
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges, System Office, Board Members
Purpose: 

The following policy applies to the travel of all employees of the institutions governed by the Tennessee Board of Regents, as well as members of the Board staff, in the performance of their official duties. Provisions of this policy also may apply to individuals other than employees who are authorized to travel at institutional, or Board expense. Specific provisions of the policy also address the travel of Board members, pursuant to T.C.A. § 4‑3‑1008. Authorization for travel will not be granted and expenses will not be reimbursed unless the travel is made and reimbursement claimed in accordance with this policy and any approved exceptions hereto. Procurement cards may be used for the payment of registration fees and required advance payments for airline or hotel payments. Procurement cards may not be used for expenses incurred during actual travel time except in instances of team/group travel.

This policy and specific reimbursement rates for travel expenses allowed under this policy shall be consistent with those of the Comprehensive Travel Regulations of the State of Tennessee. Exceptions which may be deemed necessary and approved by the Board shall be submitted for consideration by appropriate State officials. Current reimbursement rates shall be issued by the Chancellor as an addendum to this policy.

All travel must be consistent with the educational, research, and professional needs of the TBR System. Employees must conduct all travel with integrity, in compliance with applicable laws, policies, and procedures, and in a manner that excludes considerations of personal advantage. Employees must exercise good judgment and conduct all aspects of travel in a cost-efficient manner.

Policy/Guideline: 
  1. General Provisions
    1. No authorization for travel by any employee shall be granted, and no reimbursement for travel expenses shall be made, except in accordance with the provisions of these policies and procedures. Reimbursement for travel expenses shall be limited to expenses incurred upon travel authorized in advance in accordance with Section II.
    2. Travel which may be authorized, and pursuant to which expenses may be reimbursed, shall be limited to the following:
      1. Travel which is necessary for the proper execution of official System business, or in justifiable pursuit of an institution's educational and research objectives; or
      2. Travel to meetings and conferences of a professional nature which will increase the attending employee's usefulness to the System.
    3. Travel shall not include, and no reimbursement for expenses shall be made for, transportation in connection with an employee's official station of employment. The employee's "official station" is their regular area of employment activity, e.g., office headquarters, campus, or designated location of an employee established in the field.
      1. The official station of an employee shall be designated by the appointing authority.
      2. It is normally expected that the official station is that location at which the employee spends greater than 50% of their working time.
      3. For an employee required to be on call (as determined by their job description), either overnight or on weekends, the official station of the employee while on call becomes their residence, or the location at which the employee receives the call.
      4. Reimbursable mileage begins at the location at which the employee receives the call.
    4. The employee is considered to be on official travel status, and as such, eligible for reimbursement of travel expenses, at the time of departure from the employee's official station or residence, whichever is applicable, for the purpose of traveling on state business.
      1. Expenses for meals will be allowed when overnight travel is required outside the county of the employee's official station or residence.
      2. En route lodging will be allowed for only one day each way on trips of long duration.
      3. Expenses for lodging will only be allowed in cases where the approved and most direct or expeditious mode of travel will require more than ten (10) hours of continuous travel for trips of long duration.
      4. The lodging expense will not be considered en route lodging if it does not add an additional day of lodging expense.
        1. For example: An employee has a 9:00 a.m. meeting in Atlanta, GA. Assume the employee needs to work a full day prior to the trip. It would be less expensive and more convenient to drive rather than fly. The employee leaves the night before and drives to within two hours of Atlanta. Then the employee spends the night, continues the drive the next morning and arrives for the 9:00 a.m. meeting. This will be reimbursed but is not considered en route lodging as it did not add an additional day of lodging expense to the normal travel expenses.
    5. The limitations on travel expenses contained herein are maximum amounts above which reimbursement shall not be made. Employees are expected to be as conservative as possible in incurring travel expenses.
    6. Reimbursement for travel expenses shall only be allowed for actual expenses incurred, subject to the maximum limitations shown on the Addendum.
      1. Receipts must accompany claims for reimbursement for all expenses exceeding the amount cited on the Addendum.
      2. Receipts are not required for meals, taxi fares, tolls and ferry fees.
      3. Lodging receipts are required and must itemize room charges and taxes. No expenses shall be reimbursed until after travel has been completed.
    7. Internet travel sites such as Expedia, Travelocity or Kayak can be utilized to purchase single travel services such as an airline ticket. Internet travel sites cannot be used to purchase a package of more than one travel service. purchases of travel packages that combine services such as lodging, airline, or vehicle rentals are not allowed. These package deals do not usually provide sufficient itemized pricing for each service purchased and therefore do not allow for proper comparison to CONUS or conference rates as required by policy.
  2. Authorization of Travel
    1. Approving Authorities
      1. The president or designees shall have authority to approve travel by employees of the various institutions.
      2. The Chancellor or designees shall have authority to approve travel by employees of the Board.
      3. Authorization for travel by a student, regardless of the destination, shall be approved by the president of the institution or designee.
    2. In‑State Travel
      1. All employees should obtain prior written authorization for in‑state travel by the employee's appropriate approving authority, except as noted in item 2 below.
      2. Written authorization may not be necessary for in‑state travel where the expected expenses will not be substantial, or when there is no advance notice of the circumstances necessitating the travel, and such travel is approved orally by the appropriate approving authority.
      3. Employees whose employment requires frequent in‑state travel may obtain blanket authorization in writing for such travel.
    3. Out‑of‑State Travel
      1. All employees must obtain prior written authorization for out‑of‑state travel, which must be approved by the employee's appropriate approving authority.
      2. The authorization must show the name of the person traveling, purpose of the trip, destinations, date of departure and return, mode of transportation, estimated expenses, and availability of funds.
      3. If, in the normal course of official business, the employee must routinely travel into another state and back in the same day, such travel will be considered in-state travel and shall be subject to the in-state travel provisions.
        1. This exception applies for trips which do not exceed 50 miles into another state.
      4. Employees whose employment requires frequent out-of-state travel may obtain blanket authorization in writing for such travel.
    4. All Other Travel
      1. Authorization for travel by an employee to Alaska, Hawaii, and all out-of-country travel shall be subject to approval by the president or designee.
      2. Authorization for travel to Alaska, Hawaii, and all out-of-country travel by the president shall be subject to approval by the Chancellor or designee.
  3. Transportation
    1.  General
      1. All travel must be by the most direct or expeditious route possible and any employee who travels by an indirect route must bear any extra expense occasioned thereby.
      2. When work is performed by an employee in route to or from the official station, reimbursable mileage is computed by deducting the employee's normal commuting mileage from the actual mileage driven in performing the work in route to or from the official station.
        1. For example, if an employee normally commutes 10 miles (20 miles round trip), and performs work on the way home from the official station which results in 12 miles driven, the mileage reimbursement will be for 2 miles only, as that is the amount of mileage in excess of the employee's normal commute.
        2. In no instance shall mileage claimed for reimbursement exceed actual miles traveled.
    2. Mode of Transportation
      1. Transportation for employees traveling singly should be by common carrier (air, train, or bus) whenever practical.
      2. The use of air travel is recommended when time is an important factor or when the trip is so long that other methods of travel would increase the subsistence expense.
      3. Automobile transportation may be used to save time when common carrier transportation cannot be satisfactorily scheduled, or to reduce expenses when two or more employees are making the trip.
      4. Reimbursement for personal vehicle use may be claimed at the lesser of the standard mileage rate or comparable cost of commercial transportation including taxi fares and/or limousine charges.
    3. Common Carrier Travel
      1. When travel is by common carrier, the fare must not exceed the standard coach fare charged the general public, and advantage must be taken of round trip rates when available.
      2. The employee's copy of the ticket, or an acceptable receipt, must be submitted for reimbursement of common carrier expenses.
      3. Baggage Fees will be allowed when necessary. A receipt is required for reimbursement.
      4. charges for trip insurance are not reimbursable. The State of Tennessee is self-insured and does not purchase separate insurance, and therefore will not reimburse for insurance purchases made for trips.
    4. Chartered Aircraft
      1. Generally, faculty and staff (including group travel and athletics) whose duties require travel will use commercial ground and air carriers or an institutional automobile.
      2. However, a chartered aircraft may be used if time and/or distance preclude ground travel or if a commercial air service is either unavailable or does not meet the needs of the traveler(s).
      3. The following guidelines apply:
        1. The chief executive officer of each institution shall assign the following duties to a responsible official:
          1. Reviewing and approving requests for charter air services;
          2. Scheduling charter flights; and
          3. Informing those who request charter flights of the charter company’s policy on canceling scheduled flights.
        2. Charter services will be obtained only when it can be shown that the charter does not exceed the sum of all traveling costs by commercial carrier (e.g. transportation, meals, and lodging) or that circumstances necessitate travel when no other means is available.
        3. The charter company must provide the institution with an original, itemized invoice showing the beginning and ending dates of the charter, the origin and destination of each flight, and the names of passengers on each flight.
    5. Automobile Travel
      1. When travel by automobile is appropriate, employees may use state‑owned automobiles whenever available and feasible. However, state‑owned vehicles should be used only on official business.
        1. State Owned Automobiles
          1. When transportation is by a state‑owned automobile, tolls, parking, gasoline and storage expenses are allowable.
          2. When using motor pool automobiles, employees will be furnished with courtesy cards for purchase of gasoline, oil, and other automobile services, and such expenses should not be claimed by employees as travel expenses.
          3. Emergency out-of-pocket expenses, such as towing or emergency repairs, will be reimbursed but must be accompanied by proper receipt identifying the automobile and itemizing the services.
          4. Such expenditures must be of an emergency nature when immediate service is required and access to a state facility is not possible.
          5. Major repairs should be approved by campus officials prior to work being performed. Such expenditures are allowed but should be filed for reimbursement separately.
        2. Personally-Owned Automobiles
          1. Use of a personally-owned automobile must be authorized.
          2. Mileage reimbursement rates are provided on the Addendum.  
          3. The authorized mileage allowance includes all operating expenses such as gas, oil, and repairs precluding any separate claim for such items.
          4. Employees may use reputable websites to determine point-to-point and/or vicinity mileage.
          5. Commuter Mileage
            1. Procedures for calculating mileage are based on the fact that the State is prohibited from reimbursing employees for normal commuting mileage.
            2. If an employee begins or ends a trip at their official station, reimbursable mileage will be the mileage from the official station to the destination.
            3. If work is performed by an employee in route to or from their official station, reimbursable mileage is computed by deducting the employee’s normal commuting mileage from the actual mileage driven.
            4. If an employee begins or ends a trip at their residence without stopping at their official station, reimbursable mileage will be the lesser of the mileage from the employee’s residence to the destination or their official station to the destination. On weekends and holidays, the employee may typically be reimbursed for actual mileage from their residence to the destination.
            5. If an employee travels between destinations without returning to their official station or residence, reimbursable mileage is the actual mileage between those destinations.
        3. The travel claim must indicate the employee's itinerary and must show the official business mileage.
          1. Business mileage as indicated by the official state map or reputable websites, and that published by Rand‑McNally or reputable websites for out‑of‑state routes will be regarded as official.
          2. Vicinity mileage must be reported on a separate line and not included with point‑to‑point mileage. Only mileage on official business may be claimed.
        4. Necessary charges for hotel and airport parking will be allowed.
    6. Limousine and Taxi Service
      1. When travel is by common carrier, reasonable limousine and taxi fares will be allowed for necessary transportation.
      2. Bus or limousine service to and from airports will be used when available and practical.
      3. After arrival at destination, necessary taxi fares for traveling between hotels or lodging and meeting or conference will be allowed.
      4. No receipt is required for reimbursement of reasonable taxi fares.
    7.  Car Rentals at Destination
      1. Charges for automobile rental shall be allowed whenever it is more economical than alternative methods of transportation or it is the only practical means of transportation.
      2. Charges for insurance for rented automobiles are not reimbursable. The State of Tennessee is self-insured and does not purchase separate insurance, and therefore will not reimburse for insurance purchases made for rental vehicles.
      3. Whenever possible, employees should refuel before returning vehicles.
    8. Tolls and Ferry Fees
      1. Reasonable tolls and ferry fees will be allowed when necessary.
      2. 2. No receipt is required for reimbursement of tolls and ferry fees.
    9. Daily Parking Fees
      1. Daily parking fees for those employees working in downtown offices will not be allowed.
      2. If an employee is required to leave their office on official business and later returns the same day, the actual additional charge required to park will be reimbursed up to the maximum indicated (see Addendum).
      3. Those employees required to utilize commercial parking facilities in the daily performance of duties, or while on travel status, will be allowed reimbursement for actual costs.
      4. Receipt is required if the fee exceeds the maximum indicated per day (see Addendum).
    10. Unnecessary meals and lodging expenses which are occasioned by the use of an automobile for reasons of the employee's personal convenience, or which are due to travel by an indirect route, will not be allowed.
    11. If travel is by common carrier, the employee will be reimbursed for expenses in traveling to and from the common carrier including related parking expenses.
      1. Receipts must be furnished on airport and hotel parking exceeding maximum parking allowance in Addendum.
  4. Lodging
    1. In‑State Lodging
      1. Lodging expenses incurred within the state while on authorized travel will be reimbursable to the maximum shown on the Addendum.
    2. Out‑of‑State Lodging
      1. Lodging expenses incurred out of the state while on authorized travel will be reimbursable to the maximum shown on the Addendum.
      2. The maximum reimbursement rates for out-of-state travel are the same as those maintained by the U. S. General Services Administration for federal employees within the continental United States (CONUS).
      3. The CONUS list, available on the General Services Administration web site, contains a standard reimbursement rate for lodging and meals and incidentals, and several pages of exceptions.
      4. Most destinations for out-of-state travel fall within the list of exceptions.
      5. En route lodging will be allowed for only one day each way on trips of long duration.
        1. En route lodging will only be allowed in cases when the approved and most direct or expeditious mode of travel will require more than ten (10) hours of continuous travel. (Refer to Section I.D.2-4 for explanation of en route lodging expenses.)
    3. Out of Country Lodging
      1. Lodging expenses incurred while out of the country will be reimbursed at actual expenses with receipts.
    4. Additional Lodging Expenses
      1. Sales taxes on lodging costs will be reimbursable.
      2. Higher rates for lodging at the location of a convention or conference will be allowed, without special approval, up to the amount indicated in the convention or conference brochure or conference website.
      3. Additional lodging for presidents will be approved on the same basis as approval is granted for other employees. Any exceptions must be approved by the Chancellor.
      4. The convention or conference brochure which indicates the lodging rates must be included with the travel claim. Otherwise, reimbursement will be limited to the applicable lodging rate as provided in these regulations.
    5. Shared Lodging
      1. In the event of double occupancy for state employees on official travel, both employees should attach an explanation to his/her travel claim detailing dates and other employees with whom the room was shared.
      2. The lodging cost may be claimed by the employee who incurred the cost, or one half the double occupancy charge may be allowable for each employee.
      3. If a room is shared with other than a state employee, actual cost subject to the maximum in the Addendum will be allowed.
      4. The receipt for the entire amount should be submitted with the expense account.
  5. Meals
    1.  In‑State and Out‑of‑State Meals
      1. Meals while on authorized travel will be reimbursed, subject to the meal allowance provided on the Addendum.
      2. The maximum per diem rates include a fixed allowance for meals and for incidental expenses (M&I).
      3. The M&I rate, or fraction thereof, is payable to the traveler without itemization of expenses or receipts.
      4. Incidentals are intended to include miscellaneous costs associated with travel such as tips for baggage handling, phone calls home, etc.
      5. The M&I rates for out-of-state travels are the same as those for federal employees, and are available on the General Services Administration’s web site.
      6. As with lodging, there is a standard rate for the continental United States (CONUS), and a list of exceptions.
      7. Reimbursement for meals and incidentals for the day of departure shall be three-fourths of the appropriate M&I rate (either the in-state rate or CONUS rate for out-of-state travel) at the rate prescribed for the lodging location.
      8. Reimbursement for M&I for the day of return shall be three-fourths of the M&I rate applicable to the preceding calendar day.
      9. To assist in this calculation, the following table lists partial per diem rates for meals and incidentals for in-state and out-of-state travel.
        Per Diem Rates Three-Fourths Calculations
        $51 $38.25
        $54 $40.50
        $59 $44.25
        $64 $48.00
        $69 $51.75
        $74 $55.50
      10. The following table may be used to determine reimbursement for a single meal, when appropriate. Reimbursement for meals will not be permitted when overnight travel is not involved.
        In-State and Out-of State of Tennessee
        Meals and Incidental – Allocated by Meal
      11. Revisions to the tables above and below that are required solely by changes in CONUS rates will not be subject to Board approval

        Per Diem

        $51 $54 $59 $64 $69 $74
        Breakfast $8 $12 $13 $15 $16 $17
        Lunch $12 $13 $15 $16 $17 $18
        Dinner $26 $24 $26 $28 $31 $34
        Incidentals $5 $5 $5 $5 $5 $5
    2. Out of Country Meals
      1. Out of Country meals are reimbursed at actual expense with receipts. If no receipts are provided, the maximum rate will be the maximum CONUS rate of Out-of-State travel.
    3. Official Banquets
      1. When the expenses for an official banquet of a meeting or conference are in excess of the meal allowance, the excess will be allowed provided a receipt or proper explanation of the charge is submitted.
    4. Business Meals
      1. See Policy 4:07:00:00 for criteria on reimbursing business meals.
  6. Miscellaneous Expenses
    1. Personal Expenses
      1. Expenses for entertainment (employee or others), laundry, tips and gratuities, etc., are personal expenses and will not be reimbursed in excess of the incidental portion of the M&I rate.
    2. Telephone, Internet and Fax Expenses
      1. Charges for long distance telephone calls, internet, and/or fax on official business will be allowed.
      2. Charges for necessary local calls on official business will be allowed.
    3. Registration Fees
      1. Registration fees for approved conferences, conventions, seminars, meetings, etc., will be allowed including cost of official banquets and/or luncheons, if authorized in advance by the appropriate approving authority, and provided receipts are submitted with the travel claim.
    4. Handling Fees
      1. Fees for the handling of equipment or promotional materials will be allowed up to the maximum indicated (see Addendum).
  7. Claims
    1. The standard form for claims for travel expenses approved by the President, or Chancellor shall be used for reimbursement of expenses.
      1. The form must show movement and detail of expenses on a daily basis, be signed in ink by the employee, and be approved by the appropriate approving authority prior to reimbursement.
      2. Signatures on travel claims must be original or electronic in accordance with TBR policy. Where adequate controls have been implemented to minimize risks associated with travel claim (such as the risk that duplicate claims will be submitted or alterations made to the original claim subsequent to approval by approving authority), travel claims may be submitted for payment electronically via email.
      3. Receipts for appropriate expenses must be submitted with the claim for reimbursement..
      4. Expenses for books, supplies, postage, and other items that do not constitute actual traveling expenses should not be included in the claim form.
      5. Claims for reimbursement for travel expenses should be submitted no later than thirty (30) days after completion of the travel.
  8. Travel Advances
    1. General
      1. Normally travel expenses should be paid when incurred by an employee, with reimbursement made to the employee for actual expenses upon proper submission of a claim for travel expenses.
      2. Advances to employees for anticipated travel expenses may be made under the circumstances hereinafter described as
        1. Permanent travel advances; and
        2. Temporary travel advances are only under extraordinary circumstances as determined by the approving authority.
      3. All travel advances must be approved by the president designee for employees of the institutions, and the Chancellor for employees of the Board.
    2. Permanent Travel Advances
      1. When an employee has blanket travel authorization, and is expected to travel the major portion of each month, the employee may be placed upon permanent travel status.
      2. Upon determination of the employee's estimated monthly expenses, if such expenses exceed $100, the employee may be provided with a single advance in an amount sufficient to cover such expenses for one month, provided such amount may not exceed the semi‑monthly salary of the employee.
      3. Subsequent to the initial advance, the employee shall submit appropriate claims and be reimbursed as heretofore provided, with any unused portion of the advance to be returned upon termination of the employee's permanent travel status.
    3. Temporary Travel Advances
      1. When temporary travel is authorized for an employee, the employee may receive an advance, provided a request for the advance, including estimated expenses, is submitted to the appropriate approving authority with the request for written authorization for the travel, and is approved.
      2. An amount equal to 80% of the estimated out of pocket expenditures will be allowed as an advance, however, no advance less than $100 will be made.
      3. Students traveling under individual authorizations or an employee traveling with a student or students who is responsible for disbursing all funds for the trip may be advanced 100% of the amount of the authorization.
    4. Payroll Deduction Authorization
      1. Each employee receiving a permanent or temporary travel advance for the first time must sign a payroll deduction authorization form which will allow the State to recover the advance from any salary owed the employee in the event of termination of employment or failure to submit a travel claim.
      2. This deduction from payroll should be used as a last resort only in the event all other efforts to collect the advance have failed.
    5. Expense Claim
      1. Upon return, the employee should submit an expense claim detailing actual expenditures. This claim should show the total expenses incurred.
      2. The advanced amount should be subtracted from this total.
      3. A voucher should then be prepared requesting the additional amount due the employee.
      4. No advance should exceed actual expenses. If this does happen, however, the excess should be returned by the employee to the business office for deposit as a credit against the original advance with proper distribution being made of the actual expenses incurred.
      5. In the latter instance, the expense account claim should be forwarded to the business office with notification to file it with the advance request.
    6. Non-business Expenses
      1. You are eligible for reimbursement of travel expenses if your trip was entirely business related.
      2. If your trip was primarily for business and, while at your business destination, you extended your stay, made a personal side trip, or had other personal activities, you can obtain reimbursement for only your business related travel expenses.
      3. These expenses include the travel costs of getting to and from your business destination but do not include additional lodging, parking, and per diem for the days not required for the business travel.
      4. Additional days are not considered business related unless they are necessary to provide rest or sleep required for you to properly perform your duties.
  9. Exceptions
    1. General
      1. The Chancellor shall have the authority to grant exceptions to any part or all of the provisions of this policy when deemed appropriate and necessary; however, any exception directly affecting the Chancellor must be approved by the Vice Chair of the Board.
      2. The Chancellor delegates to the presidents the authority to grant exceptions to any part or all of the provisions of this policy in individual instances when deemed appropriate and necessary; however, any exception directly affecting presidents must be approved by the Chancellor or designee.
      3. Two areas of standing exceptions to the policy are provided below.
        1. Exception No. 1
          1. Provisions for travel contained in this Exception Number One shall be applicable only to the Chancellor and the Chancellors' immediate staff, presidents of institutions, and System employees traveling in their company.
          2. This exception corresponds with Exception Number Three of the Comprehensive Travel Regulations. All provisions of Sections I through IX of this policy shall be applicable unless superseded by the following.
            1. Transportation: First class travel on common carrier shall be allowable at the option of the above designated persons when accompanying others not employed by the State who are traveling in first class accommodations.
            2. Charges for automobile rental shall be allowed whenever it is more economical than alternative methods of transportation or whenever it is the only practical means of transportation.
        2. Exception No. 2
          1. Members of the Tennessee Board of Regents shall be reimbursed for travel in the performance of their official duties in accordance with applicable provisions of the general policy unless superseded by the following, which corresponds with Exception Number Four of the Comprehensive Travel Regulations, provided that necessary approvals shall be made by the Chancellor rather than the Commissioner of Finance and Administration.
            1. Members of the Board shall be reimbursed by the Board office for all allowable travel expenses upon submission of a standard form for claims and appropriate receipts.

Addendum

  1. Tennessee Board of Regents General Travel Policy
    1. This Addendum provides the specific expenses considerations cited in the general travel policy.
      1. The reimbursement rates listed below are consistent with the current Comprehensive Travel Regulations of the State of Tennessee, which may be revised from time to time.
      2. The following shall remain in effect from and after October 1, 2017, until revised by the Chancellor.
      3. The Board delegates to the Chancellor the authority to increase TBR travel rates commensurate with any rate increases approved by the State of Tennessee.
  2. General Reimbursement Rates
    1. Standard mileage rate – Rate approved by the Dept. of Finance and Administration. Link: https://www.tn.gov/content/dam/tn/finance/documents/fa_policies/policy8.pdf State Travel Regulations.
    2. Maximum parking fees without receipt - $ 8.00 per day
    3. Fees for handling of equipment or promotional materials - $ 20.00 per hotel
  3. Out-of-State Reimbursement Rates
    1. Employees are to utilize the U.S. General Services Administration CONUS (Continental United States) rates provided by the federal government.
    2. The CONUS rates are located on the U.S. Government’s web page at www.gsa.gov/
    3. Use the CONUS standard rates for all locations within the continental United States not specifically shown on the web page as a listed point.
  4. In-State Travel Reimbursement Rates
    1. Level I Counties and Cities
      1. Davidson County
        Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
        75% of M&I $170.00 + tax $59.00
      2. Level II Counties and Cities

        1. a. Anderson County, Shelby County, Knox County, Hamilton County, Gatlinburg, Pigeon Forge, Sullivan County, Williamson County, Montgomery County, Putnam County, Rutherford County, Washington County (Includes Paris Landing, Montgomery Bell, Natchez Trace, Pickwick, Fall Creek Falls, and Henry Horton State Parks)

          Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
          75% of M&I $127.00 + tax $51.00
      3. Level III Counties and Cities
        1. All other counties and cities not listed above
          Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
          75% of M&I $93.00 + tax $51.00
  5. Standard Out-of-Country Rates
    Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
    Actual expense or 75% of M&I Actual expense Actual expense or $74.00
  6. Special Rates Under Exception One

    1. This exception applies to the Tennessee Board of Regents' Chancellor and the Chancellors' immediate staff, presidents of institutions, and System employees traveling in their company. This exception rate schedule corresponds with Exception Number Three of the Comprehensive Travel Regulations of the State of Tennessee.

      1. Out-Of-State Reimbursement Rates

        1. Employees are to utilize the U.S. General Services Administration CONUS (Continental United States) rates provided by the federal government.

        2. The CONUS rates are located on the U.S. Government’s web page at www.gsa.gov/

        3. Use the CONUS standard rates for all locations within the continental United States not specifically shown on the web page as a listed point.

      2. In-State Travel Reimbursement Rate

        1. Level I Counties and Cities

          1. Davidson County

            Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
            Actual expense or 75% of M&I $175.00 +  tax $59.00
        2. Level II Counties and Cities
          1. Anderson County, Shelby County, Knox County, Hamilton County, Gatlinburg, Pigeon Forge, Sullivan County, Williamson County, Montgomery County, Putnam County, Rutherford County, Washington County (Includes Paris Landing, Montgomery Bell, Natchez Trace, Pickwick, Fall Creek Falls, and Henry Horton State Parks)
            Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
            75% of M&I $132.00 +  tax $51
        3. Level III Counties and Cities
          1. All other counties and cities not listed above.
            Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
            75% of M&I $98.00 +  tax $51
  7. Special Rates Under Exception Two

    1. This exception applies to Board Members of the Tennessee Board of Regents who are reimbursed for travel in the performance of their official duties. This exception rate schedule corresponds with Exception Number Four of the Comprehensive Travel Regulations of the State of Tennessee.

      1. Out-of State Reimbursement Rates

        1. Employees are to utilize the U.S. General Services Administration CONUS (Continental United States) rates provided by the federal government. The CONUS rates are located on the U.S. Government’s web page at www.gsa.gov/

        2. Use the CONUS standard rates for all locations within the Continental United States not specifically shown on the web page as a listed point.

      2. In-State Travel Reimbursement Rates

        1. Level I Counties and Cities

          1. Davidson County

            Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
            Actual expense or 75% of M&I $190.00 +  tax $59.00
        2. Level II Counties and Cities

          1. Anderson County, Shelby County, Knox County, Hamilton County, Gatlinburg, Pigeon Forge, Sullivan County, Williamson County, Montgomery County, Putnam County, Rutherford County, Washington County (Includes Paris Landing, Montgomery Bell, Natchez Trace, Pickwick, Fall Creek Falls, and Henry Horton State Parks)

            Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
            Actual expense or 75% of M&I $147.00 +  tax $51.00
        3. Level III Counties and Cities
          1. All other counties and cities not listed above.
            Day of Departure and Return Maximum Lodging Maximum Meals and Incidentals
            75% of M&I $113.00 +  tax $51.00
Sources: 

Authority

T.C.A. §§ 49-8-203, 4-3-1008; All Federal and State rules and regulations referenced in this policy.

History

TBR Meetings, June 25, 1976; March 3, 1978; September 29, 1978; September 26, 1980; September 30, 1983; March 23, 1984; September 21, 1984; December 13, 1985; June_26, 1987; September 18, 1987; June 30, 1989; September 21, 1990; June 28, 1991; March 20, 1992; October 22, 1993 (Interim action), February 1, 1996 (Interim Action), June 21, 1996, March 27, 1998, August 1, 1998 (Interim Action), March 26, 1999, September 17, 1999, September 1, 2001 (Interim Action), September 26, 2003, December 5, 2003, May 1, 2004 (Interim Action), September 24, 2004; December 3, 2004; June 10, 2005; December 2, 2005; March 31, 2006; March 30, 2007; June 29, 2007; September 28, 2007; March 28, 2008. October 1, 2008 (Interim Action); October 1, 2009 (Interim Action); Board Meeting September 24, 2010; December 9, 2010, June 24, 2011; October 13, 2011 (Interim Action): June 28, 2012: June 21, 2013; October 1, 2013 (Interim Action); Board Meeting June 20, 2014; October 1, 2014 (Interim Action); October 1, 2015 (Interim Action); October 1, 2016 (Interim Action). Revised at Board Meeting, March 31, 2017. October 1, 2017 (Interim Action).

Policy Number: 
4:03:02:00
Policy/Guideline Area: 
Business and Finance Policies
Applicable Divisions: 
TCATs, Community Colleges, System Office
Purpose: 

The purpose of this policy is to establish the minimum regulations and procedures concerning the maintenance and operation of motor vehicles by institutions and employees of the institutions within the Tennessee Board of Regents System. Procedures provide for the assignment of an institutional motor vehicle to certain persons for their official use. Positions included within this procedure are the Presidents of institutions, the Chancellor, Vice Chancellors, and Legal Counsel. The purpose of this procedure is to provide structure to the assignment of vehicles under this policy.

Definitions: 
  • State vehicle or motor vehicle - any motor vehicle owned by the Board or an institution or college of applied technology in the System, or purchased or leased from state funds.
  • Institution - any institution within the Tennessee Board of Regents System, and the offices of the Board of Regents.
  • Employee - any person employed full or part-time by an institution or any person serving as an ‘official volunteer’ at an institution. An ‘official volunteer’ is defined as a person whom the institution has properly registered with the Tennessee Board of Claims pursuant to Tenn. Code Ann. § 8-42-101(3)(B).
Policy/Guideline: 
  1. General Provisions
    1. Motor vehicles are maintained at institutions in the System to facilitate the official business of the System. It is the responsibility of all employees who use state vehicles to ensure the efficient and economical utilization of such vehicles.
    2. All state vehicles shall be used in accordance with the provisions of this policy.
    3. All state vehicles shall be marked in accordance with the current TBR Marking Plan as contained in Attachment A.
  2. Presidents, Chancellor, Vice Chancellors, Legal Counsel
    1. The presidents of the institutions, the Chancellor, Vice Chancellors, and Legal Counsel may be provided an  assigned motor vehicle for their use or receive an automobile allowance. The terms of such use shall be set forth in their respective employment agreements or letters.
  3. Motor Pools
    1. Each institution is authorized to maintain a central motor pool from which vehicles may be dispatched by employees for official business.
    2. When motor pool vehicles are maintained, an employee who needs to use a motor vehicle on state business shall use a pool dispatched vehicle if one is available, unless the employee elects and obtains authorization to use a personally-owned vehicle as provided in the Board's General Travel Policies and Procedures (No. 4:03:03:00).
    3. Motor pool vehicles shall be available for either trip assignments or special assignments.
      1. Motor pool vehicles available for trip assignments will be centrally controlled by the institution and made available for specific trips and returned to the motor pool upon completion of trips and shall be used only for official business and not for personal use.
      2. Special assignment of motor pool vehicles may be made to a division or a person when necessary for use on a regular basis.
      3. Motor pool vehicles, including those used for trip assignments and special assignments may not be used for commuting purposes unless the employee:
        1. Is departing upon or returning from an official trip away from their headquarters or the employee needs the vehicle to conduct institution business after regular working hours or before usual working hours on the next day; or
        2. Has been recommended by the president and approved by the Chancellor to be authorized to use the vehicle for commuting purposes.
  4. Authorized Operators and Passengers
    1. Only employees of an institution with proper departmental authorization may be authorized to operate a state vehicle for official business. Authorization to use a state vehicle shall be limited to official use within the scope of employment of the employee.
    2. All employees must have a valid driver's license prior to being authorized to operate a state vehicle.
    3. Passengers in state vehicles shall be limited to the following:
      1. Employees of the institution when within the scope of employment;
      2. Students of the institution engaged in institutional or school sponsored activities; and
      3. Other persons when it is necessary for them to accompany an employee on official business or as guests of the institution. The spouse and children of employees generally are not considered a guest of the institution unless their attendance is required at the event and they are listed on approved travel authorizations. This provision does not apply to those positions listed in Section II.A. 
  5. Penalties for Misuse of Vehicles
    1. Employees who misuse vehicles will be subject to disciplinary sanctions, depending upon the magnitude of the misuse and the frequency with which it has occurred. Misuse includes any of the following:
      1. Utilization of radar detection devices in state vehicles;
      2. Violations of traffic laws; this includes exceeding posted speed limits, reckless driving, and illegal parking;
      3. Careless operation that results in damage to the vehicle or injury to persons or property;
      4. Use of a vehicle for personal business or unauthorized commuting purposes; or
      5. Use of a vehicle contrary to the provisions of this policy.
    2. The president of the institution, or the Chancellor should determine the penalty appropriate for each violation; and in addition may require the employee to pay for damages to the vehicle caused by misuse.
  6. Notice of Liability and Penalties for Misuse
    1. A notice of liability and penalties for misuse of motor vehicles (Exhibit 1) shall be posted at the site where vehicles are normally checked out, and be contained in each vehicle for the benefit of drivers.
  7. Exceptions
    1. Any exception to this policy must be approved in writing by the Chancellor.

Attachment A

  1. Marking Plan for State Vehicles
    1. The provisions of the marking plan for licensed vehicles are as follows:
      1. All institutions will develop and/or affix their own individual decal containing a minimum surface area of sixty square inches to all licensed vehicles.
      2. The identifying emblem will be displayed on the passenger and driver’s door unless otherwise stated. Some vans will be marked on the side at mid-panel height, and some institutions will further identify the vehicle as security, maintenance, etc.
      3. Vehicles assigned to the chancellor, vice chancellors, legal counsel, and presidents will carry regular series license plates and no decal identification.
    2. These provisions will remain in full effect until revoked or altered in writing by the Chancellor of the Tennessee Board of Regents.

Source: Memorandum dated February 28, 1986, from Chancellor Thomas J. Garland to the State Commissioners of Finance and Administration and General Services

Procedures: 
  1. General
    1. An Eligible Executive includes positions cited in the TBR Motor Vehicle Policy (4:03 :02:00), Section II . At the time of employment, an Eligible Executive may elect to receive:
      1. Assignment of an institutional motor vehicle for their use; or
      2. A motor vehicle allowance.
    2. This election should be made at either:
      1. The time of employment, or
      2. As assigned motor vehicles are replaced.
        1. This replacement should occur as needed based on the useful life of the vehicle and accumulated mileage.
        2. Under no circumstances should the replacement cycle be less than three (3) years.
    3. Once an employee elects to take the motor vehicle allowance, the employee cannot change to an assigned vehicle.
  2. Assignment of an Institutional Motor Vehicle
    1. Eligible Executives selecting this option shall be provided an appropriate motor vehicle by the institution. For purposes of this plan, an appropriate motor vehicle is defined as a late model (no more than five years old) four-door passenger mid-size or full size sedan. The Chancellor shall approve the selection of assigned vehicles for eligible executives. Operating and maintenance cost of the assigned motor vehicle shall be the responsibility of the institution. In recognition that use of the assigned motor vehicle may include non-business use Eligible Executives are required to maintain appropriate types and amounts of insurance to cover any non-business use of the motor vehicle.
    2. To the degree that the motor vehicle assigned is used for non-business purposes, it is the responsibility of the institution to report on the employee's Form W-2 the value of such personal use in the employee's income as compensation subject to withholding for federal income taxes and applicable FICA taxes. Additionally, these amounts shall be considered as compensation for employee benefit purposes.
  3. Motor Vehicle Allowance
    1. Eligible Executives selecting this option shall receive a monthly cash allowance from the institution. In recognition of this payment, the Eligible Executive shall be responsible for all expenses attendant to the:
      1. Purchase or lease (and replacement as needed) of a motor vehicle appropriately suited for the conduct of institutional business. For purposes of this plan, an appropriate motor vehicle is defined as a late model (no more than five years old) four-door passenger mid-size or full size sedan; and
      2. Operation, insurance, maintenance, and repair cost of said motor vehicle.
    2. The monthly automobile allowance amount shall be set in the Eligible Employee's employment agreement.
      1. The allowance consists of two components:
        1. A capital component based on the estimated monthly lease value of a full sized sedan; and
        2. An operating component that applies a mileage rate that considers only the marginal operational cost of a vehicle and assumes 12,000 business miles are driven annually.
      2. It is the responsibility of the business and finance area of the System Office to initially calculate and periodically update the monthly automobile allowance amount.
      3. The monthly automobile allowance will be reviewed and adjusted periodically in conjunction with future compensation studies for presidents and other system executives.
    3. The monthly automobile allowance, under Internal Revenue Service (IRS) Regulations, must be included in compensation on the employee's Form W-2 and is subject to federal withholding and applicable FICA taxes. Additionally, automobile allowance payments are considered compensation for employee benefit purposes.
    4. Eligible Executives whose business related travel exceeds 12,000 miles annually are eligible to be reimbursed for business related mileage. If requesting such reimbursement, the Eligible Executive must provide the institution with a log that documents that the motor vehicle for which the allowance is paid has been used for 12,000 business related miles. The log submitted should comply with IRS guidance for documentation of business usage of a motor vehicle. Once this annual 12,000 mile threshold is achieved, the Eligible Executive may submit mileage reimbursement requests for any business related miles that exceed 12,000 miles. The reimbursement rate shall equal the Board's then current approved mileage rate, less the then current IRS standard mileage rate attributed to depreciation. Mileage reimbursement paid under this item are not considered compensation for income tax purposes and are not subject to federal withholding and applicable FICA taxes.
  4. Funding
    1. Each institution is responsible for funding the provisions of this plan.
Sources: 

Authority

T.C.A. §§ 49-8-203, 8-42-101

History

TBR Meetings, June 29, 1979; June 27, 1980; September 30, 1983; June 29, 1984; June 27, l986; June 24, 1988; September 21, 1990; March 18, 2005; June29, 2007; Board Meeting, September 26, 2014; Board Meeting March 27, 2015. Sept 2018 combined Guideline B-030 into this policy.

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