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Office of General Counsel Policies & Guidelines

Approval of Agreements : 1:03:02:10

Policy/Guideline Area

Governance, Organization, and General Policies

Applicable Divisions

TCATs, Community Colleges, Universities

Purpose

The following policy on the approval of agreements is adopted by the Tennessee Board of Regents (TBR) to expressly provide for the approval process and requirements concerning agreements with institutions governed by the TBR, and to delegate to the presidents of the institutions certain authority deemed necessary and appropriate for the efficient administration of the institutions.

Policy/Guideline

  1. Approval Processes
    1. The following agreements and contracts shall be expressly subject to the approval of the Chancellor or designee:
      1. All agreements and contracts involving or related to the purchase or disposal of real property, capital outlay projects, insurance or agreements providing insurance or other benefits.
      2. All agreements involving or related to the lease (institution as lessee) of real property for more than five (5) years or more than $15,000 per year.
      3. All agreements involving or related to the leasing of institutional property for more than five (5) years or more than $15,000 per year.
      4. All personal, professional and consultant service agreements required to be submitted to the System Office for approval by guidelines developed pursuant to this policy.
      5. All agreements and contracts involving or related to the purchase of data processing equipment required to be submitted to the System Office for approval by guidelines developed pursuant to this policy.
      6. All agreements in which the TBR is a named party.
      7. Any other agreement required to be submitted to the System Office for approval by other TBR policies or guidelines.
    2. No agreement of any nature which requires the expenditure of funds by an institution shall extend beyond the end of the fiscal year in which it is entered unless expressly subject to the condition that the institution shall have the right to terminate the agreement at the end of any fiscal year in the event that sufficient funds are not appropriated by the General Assembly and/or budgeted for continuation of the agreement.
    3. No agreement of any nature shall be entered into which:
      1. Provides that the institution shall purchase liability insurance or performance bonds. (However, if the institution is unable to negotiate for the deletion of such provisions, the Office of the General Counsel should be consulted as it may be possible to purchase insurance or a performance bond in appropriate circumstances.)
      2. Provides that the institution or college of applied technology shall indemnify or hold harmless any other party.
      3. Provides that the institution shall pay taxes from which the institution is exempt by law.
      4. Provides for the payment of interest or late charges (other than as permitted under the Tennessee Prompt Pay Act), liquidated damages or penalties of any nature by the institution.
      5. Contains any provision concerning consent to: default by the institution binding arbitration, commencement of any legal proceedings, or payment of attorneys' fees.
      6. Provides for a disclaimer of vendor's liability for incidental, exemplary, consequential damages or limitations on dollar amount of damages recoverable by state from vendor; or*
      7. *Provides for a disclaimer by vendor of express or implied warranties of merchantability and fitness for a particular purpose, unless the agreement is expressly subject to the approval of the Chancellor or designee.
        1. *Note: In appropriate circumstances, the type of language described in sub-sections 6. & 7. of this section may be included in an agreement, if and only if, additional language which has been pre-approved by the Office of the General Counsel is included to address the language; or in appropriate circumstances, the procedures of TBR Purchasing Policy No. 4:02:10:00 XXV. G. or H. may be applied.
    4. All agreements and contracts affecting a Tennessee College of Applied Technology must be approved by the Vice Chancellor for the Tennessee Colleges of Applied Technology, who for purposes of this policy shall have the authority and responsibilities of the presidents of other institutions. The Vice Chancellor for the Tennessee Colleges of Applied Technology may delegate authority to directors in writing.
    5. The president or designee of an institution is authorized to approve applications for grants from agencies or organizations, provided that where 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.
    6. The president or designee is further authorized to accept the award of a grant, and enter into agreements confirming grants; further provided that the acceptance of grants and agreements confirming the award of grants shall be subject to sections I. B. and C., supra.
    7. Any agreement between a TBR institution and any other institution, agency, organization or entity which involves programs relating to matters of TBR system-wide interest, or any agreement which provides for the coordinated or cooperative offering of any credit or non-credit programs or activities or in which certificate or degree requirements are met or credit is given for coursework or activities offered by another institution, shall be expressly subject to the approval of the Chancellor or designee.
      1. Examples of such agreements include provisions for either credit or non-credit academic programs or public service activities to private or state agencies and institutions in the fulfillment of that agency' s responsibility for state-wide services or governmental training, and
      2. Agreements which require consortia or cooperative arrangements with other institutions, agencies, or associations.
      3. This section does not apply to agreements concerning informal, locally arranged activities generally considered to be in the purview of the institution in the fulfillment or its role in community services or in providing student learning experiences as are seen in arrangements to provide student teaching experiences in the local public school systems.
    8. In any agreement which requires participation by an applicant, student or employee of the institution in an education program or activity conducted in whole or in part by any other person or organization, or which facilitates, permits or considers participation by such persons as part of or equivalent to an education program or activity of the institution, the institution shall require the person or organization to agree that no person shall, on the basis of sex, age, race, color, religion, disability, veteran status or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under the education program or activity.
      1. Breach of this provision shall be cause for termination of the agreement.
    9. All agreements, contracts and subcontracts shall contain all necessary nondiscrimination requirements provided by federal or state laws and regulations.
    10. All agreements not expressly requiring the approval of the Chancellor or designee may become effective upon the approval of the president or designee of an institution subject to the general requirements of this policy.
    11. In the event there is any question as to whether an agreement or contract should be submitted for the approval of the Chancellor, the president should direct the inquiry to the Office of the General Counsel or the Director of Purchasing and Contracts.
    12. The Office of the General Counsel and the Director of Contracts and Purchasing shall provide assistance to the institutions in drafting agreements and contracts, and shall recommend any standard form agreements or contracts for use by institutions in the TBR which are deemed necessary or feasible.
    13. Each institution shall develop written policies and procedures which are in addition to TBR's policies and guidelines and which will further ensure that no contract or agreement is entered into without the approval of the president or designee of the institution.
    14. The Chancellor may direct that copies of any and all agreements entered into by institutions be submitted for informational and record keeping purposes, or to ensure compliance with this policy, and may direct that certain or all agreements of any institution be submitted for prior review and approval when deemed necessary to ensure such compliance. In addition, the Chancellor may require reports on the type and number of agreements entered into by institutions, with such additional information as may be necessary.
    15. Each institution shall comply with the guidelines established pursuant to this policy.
    16. The Chancellor or designee may approve exceptions to the requirements of this policy in appropriate cases.

Sources

TBR Meetings, March 5, 1976; June 26, 1981; September 30, 1983; December 13, 1985; September 22, 1989; June 28, 1991; December 5, 1997; December 2, 2005.

Related Policies

Contact

Mickey Sheen
615-366-4437
mickey.sheen@tbr.edu