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The following policy on the approval of agreements is adopted by the Tennessee Board of Regents and Tennessee Technological University to expressly provide for the approval process requirements concerning agreements with institutions and schools governed by the Board, and to delegate to the presidents of the institutions certain authority deemed necessary and appropriate for the efficient administration of the institutions and schools.
9.2 Approval by the Chancellor
The following agreements and contracts shall be expressly subject to the approval of the Chancellor or designee.
9.2.1 All agreements and contracts involving or relating to the purchase of real property, capital outlay projects, insurance or agreements providing insurance or other benefits.
9.2.2 All agreements involving or relating to the lease of real property (University as lessee) for more than five (5) years or more than $15,000 per year.
9.2.3 All agreements involving or relating to the leasing of University property for more than five (5) years or more than $15,000 per year.
9.2.4 All professional, personal or consultative service agreements required to be submitted to the Board for approval by guidelines developed pursuant to this policy.
9.2.5 All agreements in which TBR is a named party.
9.2.6 All agreements and contracts involving or relating to the purchase of data processing equipment required to be submitted to the Board for approval by guidelines developed pursuant to TBR policy.
9.3 Term of Agreement
No agreement of any nature which requires the expenditure of funds by the University shall extend beyond the end of the fiscal year in which it is entered into unless expressly subject to the condition that the University 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.
9.4 Special Provisions
No agreement of any nature shall be entered into which:
9.4.1 Provides that the University shall purchase liability insurance or performance bonds. (However, if the University is unable to negotiate for the deletion of such provisions, the Office of the General Cousel should be consulted as it may be possible to purchase insurance or a performance bond in appropriate circumstances)
9.4.2 Provides that the University shall indemnify or hold harmless any other party;
9.4.3 Provides that the University shall pay taxes from which the University is exempt by law;
9.4.4 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 University;
9.4.5 Contains any provision concerning default by the University, consent to arbitration, commencement of any legal proceedings or payment of attorney's fees;
9.4.6 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
9.4.7 Provides for a disclaimer by vendor of express or implied warranties of merchantability and fitness for a particular purpose. (NOTE: In appropriate circumstances, the type of language described in Sections 9.4.6 and 9.4.7 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 XV. G. or H. may be applied.
9.5 Approval of Grants
The President or designee 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 University, no application shall be made unless the operating budget provides the funds and/or resources necessary for the project. 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 Purchasing Policies and Procedures, Sections 9.3 and 9.4, supra.
9.6 Agreements Between System Institutions and Others
Any agreement between a system institution or school and any other institution or school, agency, organization or entity which involves programs relating to matters of 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 or school, shall be expressly subject to the approval of the Chancellor or designee. 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 or schools in the fulfillment of that agency's responsibility for state-wide services or governmental training, and agreements which require consortia or cooperative arrangements with other institutions or schools, agencies or associations. This section does not apply to agreements concerning informal, locally arranged activities generally considered to be in the purview of the University in the fulfillment of 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.
9.7 Discrimination Forbidden by Outside Agencies
In any agreement which requires participation by an applicant, student or employee of the University 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 University, the University requires the person or organization to agree that no person shall, on the basis of sex, race, color, disability, religion or national origin, be excluded from participation in, denied the benefits of, or subjected to discrimination under the education program or activity. Breach of this provision shall be cause for termination of the agreement.
9.8 Federal and State Laws - Non-discrimination Requirements
All agreements, contracts and subcontracts shall contain all necessary nondiscrimination requirements provided by the federal or state laws and regulations.
9.9 Effective Date
All agreements not expressly requiring the approval of the Chancellor or designee may become effective upon the approval of the President or designee subject to the general requirements of this policy. 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 Chancellor, the General Counsel or the Director of Purchasing and Contracts. The General Counsel and the Director of Purchasing and Contracts shall provide assistance to the University in drafting agreements and contracts, and shall recommend to the Chancellor any standard form agreements or contracts for use by institutions and schools in the system which are deemed necessary or feasible.
9.10 Reporting Requirements
The Chancellor may direct that copies of any and all agreements entered into by the University be submitted for informational and record keeping purposes, or to ensure compliance with this policy, may direct that certain or all agreements of the University be submitted for prior review and approval when deemed necessary to ensure such compliance. In addition, the Chancellor may require annual reports on the type and number of agreements entered into by the University with such additional information as may be necessary.
9.11 Chancellor's Approval Required for Exceptions
The Chancellor or designee may approve exceptions to the requirements of this policy in appropriate cases.