Agreement Review and Approval
Proposed: August 31, 2016
Effective: September 30, 2016
Section 1. General.
Section 2. University Agreement Defined.
Section 3. Administrative Review.
Section 4. Authorizing Signatures.
Section 5. Signature Approval Routing Forms.
Section 6. Agreement Retention.
Section 7. Agreement Administration.
Section 1. GENERAL
This policy defines the general process by which an agreement involving the Board of Regents of the University System of Georgia (“Board”) by and on behalf of Middle Georgia State University (“University”) might be (1) created; (2) reviewed and approved; and (3) appropriately signed by an authorized University official.
Agreements must satisfy three basic criteria in order to be approved by an authorized University official:
- The agreement must be appropriate to the mission and operation of the University.
- The funds and other resources must be available to carry out the obligations of the agreement.
- The terms of the agreement must comply with Board and University regulations, and applicable local, state, and federal laws.
Individuals having ultimate responsibility to oversee the performance of services under particular agreements should have signature authority for them, as such, only the President, Executive Vice President for Finance & Operations, and/or Provost may sign agreements on the University’s behalf. Prior to final signature, agreements need to pass through only those offices having direct oversight for the activities (or their funding) and those assuring administrative or regulatory compliance.
Section 2. UNIVERSITY AGREEMENT DEFINED
For the purposes of this policy, a “University agreement” is defined as an agreement between two (2) or more parties, one of which is the University or any of its subunits/affiliated organizations (i.e. Foundation, Athletic Association, Research Foundation, Alumni Association, etc.), intended to have legal effect or be otherwise recognized at law. There must be a common understanding among the parties as to the essential terms, the mutual obligations, and the existence of valid and sufficient “legal consideration,” meaning that something of value is exchanged between the parties. Examples of University agreements include, among others:
- Agreements to buy, sell, or rent goods;
- Agreements to provide, obtain, or rent services;
- Volunteer agreements;
- Memoranda of Understanding or Cooperation with government agencies and other organizations for the accomplishment of particular purposes;
- Grants and subgrants awarded by government agencies and private organizations;
- Affiliation/clinical agreements;
- Leases of movable property, such as tools, equipment, vehicles, etc.
- Leases, deeds, and other conveyances affecting interests in real property;
- Employment agreements;
- Waivers and releases;
- Nondisclosure agreements;
- Material transfer agreements;
- Student or faculty exchange agreements; and
- Software license agreements.
Section 3. ADMINISTRATIVE REVIEW
A person initiating a University agreement is responsible for reading the agreement entirely and determining that: (1) the agreement language accurately reflects the current state of negotiations; (2) the agreement meets programmatic and University mission and operational requirements; (3) the agreement is in the best interests of the University; (4) he/she can ensure compliance with the obligations it places on the University; and (5) the agreement is sufficiently clear, consistent, and fiscally prudent.
In addition, such persons must have the cooperation and approval of any University department/unit that may be directly or indirectly involved in the performance or funding of the agreement. Accordingly, prior to being signed by the appropriate University official, all agreements must be reviewed and approved by: (1) the University department chair or unit director; (2) the University dean (if the requesting department/unit is an academic department) or Vice President (if the requesting unit is in an administrative office); (3) as needed for technical guidance, the Offices of Procurement, Contracts & Grants, Risk Management, and/or University Counsel; and (4) the signing executive. The following outlines the responsibility of each of these reviewing officials:
Department Chair/Office Director
- Guarantees that the department or office can furnish services or materials provided for in the agreement.
- Assures that the agreement is appropriate and necessary to the department or office’s mission and priorities.
- Assures that alternative activities, actions and/or providers have been considered, and that those stipulated in the agreement or agreement represent the most feasible, reasonable, and fiscally prudent arrangements for the department or office.
Academic Dean/Vice President
- Guarantees that the college, school, or administrative unit can furnish the services or materials designated in the agreement.
- Assures that the agreement is appropriate and necessary to the college, school, or administrative unit’s mission and priorities.
- Assures that alternative activities, actions and/or providers have been considered, and that those stipulated in the contract or agreement represent the most feasible, reasonable and fiscally prudent arrangements for the college, school, or administrative unit.
Technical Assistance as Needed from Offices of Procurement, Contracts & Grants, Risk Management, and/or University Counsel
- Assures that the agreement does not subject the University to undue liability or risk.
- Assures that the agreement does not contain any prohibited clauses.
- Assures that the terms of the agreement comply with Board and University regulations, and applicable local, state, and federal laws.
Provost, Executive Vice President or President
- Verifies all appropriate signatures are intact and technical assistance received if needed.
- Assures that the agreement is appropriate and necessary to the University’s mission and priorities, and is not in conflict with the needs, mission, or priorities of any other division within the University.
- Obligates the University and the Board of Regents to the terms of the agreement.
Approvals from the above departments/units are to be endorsed in writing on an Agreement Routing Form attached to the front of the University agreement (see Appendix A). These signatures apprise the authorized University signatory that the terms of the agreement have been appropriately reviewed.
Section 4. AUTHORIZING SIGNATURES
All agreements involving the University must be signed by an authorized University official. The President must sign certain types of agreements, such as Joint Staffing Agreements. The President may sign any other type of agreement for the on-going operations of the University. All other agreements may only be signed by University administrators who have authority delegated directly from the President to sign University agreements (e.g., the President has delegated signature authority to the Provost for the execution of Student Teaching/Clinical Agreements). Whether of an academic or administrative nature, all agreements obligating the University to provision of human resources, use of university facilities, expenditures or use of revenues must be reviewed and signed by the Executive Vice President for Finance and Operations.
Vice Presidents and Deans may not generally delegate signature authority for agreement routing forms and must submit the final draft of agreements for signature to the Provost and/or EVP. Vice Presidents and Deans may name a delegate to serve as signer on routing forms during any absence—including vacations—from their office.
Contracts and agreements signed by other than authorized officials will be rejected and returned to the originating department. Failure to follow University policies and procedures regarding signature authority may result in an employee’s loss of insurance coverage, personal liability for all contractual obligations, and/or disciplinary action.
Section 5. SIGNATURE APPROVAL ROUTING FORMS
To assure the proper and timely routing of University agreements through the signature approval process, the University recommends the use of an approved routing form. This form should be attached to the front of the proposed University agreement. The form provides contact information and shows the next steps in the routing process so that University agreements can be handled expediently. The routing form approved for use may be found in Appendix A.
Section 6. AGREEMENT RETENTION
The University complies with the Board’s published record retention guidelines, which may be reviewed at http://www.usg.edu/usgweb/busserv/series/index.phtml. Unless otherwise requested, departments/units should send final, executed agreements to the Office of Contracts and Grants for retention purposes; provided, however, the department/unit is responsible for maintaining copies of such agreements in its own files and for complying with the specific retention requirements. In addition, any University agreement provisions dealing with document retention by the parties must be satisfied, even if such contractual provisions require longer retention periods than the Board’s guidelines.
Section 7. AGREEMENT ADMINISTRATION
Unless otherwise provided by University policy, the individual, or his/her designee, who signs the University agreement is responsible for properly carrying out the terms of the agreement for the University. Each University department/unit must provide a final signed copy of all agreements to the Office of Contracts and Grants, which keeps a database of all University agreements, including such information as performance dates, payments to or from the University, and receipt of certificates of insurance, performance bonds or letters of credit. Failure to monitor these requirements can expose the University department/unit and the University to financial loss, legal actions, and potential claims of breach of contract or default. If any Chair, Dean, or Directors has any questions regarding these matters, he/she should contact University Counsel.
Recognition is given to Georgia State University, upon whose Contract Review and Approval Policy this policy was modeled.