ADM-6 Contract Processing in CHM

Effective Date: 1/1/2016
Last Revised: 2/1/2017
Responsible Party: K. Crosby
Persons Affected: All College of Human Medicine units, departments and communities
(Excludes Department clinical contracts facilitated through the Health Team)

I. POLICY/PURPOSE     

This policy provides a consistent process for facilitating college business with parties that require or could benefit from a binding agreement. The process outlined in this policy is intended to provide a means for internal partnering with college stakeholders to assist them in getting the best outcome with stakeholders to minimize risk to the college and university and to reduce barriers in the contracting process. This applies to all CHM departments and jointly administered departments where CHM as an entity or a CHM faculty member is affected.

All CHM units, departments, and communities are to forward all requests related to proposed incoming and outgoing contracts binding upon CHM or MSU for CHM, such as clinical training affiliation agreements, faculty affiliation agreements, education agreements (e.g., general, clinical), leases/licenses, services agreements, graduate medical education agreements, memoranda of understanding, and collaborative agreements, to the CHM Budget and Finance Office for review, negotiation of contractual terms and conditions, approval, and tracking.

Contract-specific questions and concerns related to CHM such as contract interpretation, proposed alternative language, and disputed language, are to be forwarded to the CHM Budget and Finance Office for review and reply.

If the CHM Budget and Finance Office receives a matter from CHM or MSU personnel which should not be handled by the Office, it will refer the matter to the appropriate office or personnel and will notify the CHM or MSU personnel of its determination.

Proposed research-related contracts will continue to be handled by the appropriate MSU office based upon the nature and scope of the proposed contract and in accordance with standard university practices (e.g., CHM Office of Research, Sponsored Programs Administration, and MSU Business-Connect).

II. DEFINITIONS   

1. CHM Budget and Finance Office: the unit within CHM responsible for reviewing, negotiating, and approving proposed contractual terms and conditions and amendments of the type described above, as well as ensuring that the final negotiated contract is properly routed for full signature execution by the pertinent parties to the contract. The CHM Budget and Finance Office oversees, facilitates, and monitors all stages of the contracting process by engaging CHM faculty, departmental chairs, community assistant deans, MSU’s Office of General Counsel, and other MSU and non-MSU personnel/entities. 
2. CHM personnel: any CHM faculty and staff, whether holding his or her position on a temporary or permanent basis and employed on a full or part-time basis. This definition includes but is not limited to CHM deans, directors, department chairs, and managers. 
3. Communities: refers to CHM community campuses that are included in this policy in the event they are presented by any external entity with a contract as defined herein. 
4. Contract: in general, any written document or form with terms and conditions creating obligations or responsibilities binding upon and accepted by the contracting parties, as evidenced by the signatures of those authorized to bind their respective party(ies) to the contract. “Contract” as used in this policy also includes amendments.For purposes of this policy, typical contracts include but are not limited to Memorandum of Understanding, Clinical Training Affiliation Agreement (formerly, Master Affiliation Agreement for Undergraduate Medical Education Programs), Agreement for Affiliation, Master Agreement for Educational Affiliations, Faculty Affiliation Group Contract, and Professional Service Contract (or Agreement).
5. Contract Administrator: the primary point of contact in the CHM Budget and Finance Office responsible for managing contract matters. As of the implementation of this policy, the Contract Administrator is Michael Braem, J.D., braemmic@msu.edu, 517-353-7813. 

III. PROCEDURES 

College of Human Medicine Personnel Who Received a Proposed Contract/Seek to Propose a Contract

1. Consult with the appropriate CHM Senior Associate Dean or CHM Dean (or delegate) for preliminary approval, disapproval, or other such determination specific to the nature of the request. 
2. Forward documentation of the request approval, the proposed contract, and the contract checklist to the Contract Administrator. The checklist is attached to this policy as Attachment 1 but may be subject to change.

Contract Administrator

1. Determine whether the request is appropriately handled by the CHM Budget and Finance Office.
   1. If yes:
      1. Log the request
      2. Communicate receipt of request, questions, or concerns to CHM personnel (e.g., via email, fax, phone).
   2. If no:
      1. Communicate that determination to CHM personnel
      2. If applicable, refer the CHM personnel to the appropriate MSU campus office best suited to administer the request. With the exception of contracts handled by the MSU Sponsored Programs Administration, CHM personnel will promptly provide the Contract Administrator a copy of the contract administered by the other MSU office once that contract has been fully executed.
         
         
2. Review and administer the accepted request while utilizing all MSU campus resources (e.g., Office of General Counsel) to negotiate a final contract draft accepted by and mutually beneficial to the contracting parties. While input from CHM personnel and contracting parties may be actively sought during this stage of the process, the determination of the type of contract to use and approval of the contractual terms and conditions lies with the CHM Budget and Finance Office and MSU Office of General Counsel.
   
   CHM personnel may discuss or negotiate matters specific to the programmatic nature of the proposed contract (e.g., scope of the services to be provided, deliverables, rate of pay), but they do not have the authority to negotiate and approve contractual terms and conditions on behalf of MSU or CHM.
   
   
3. If appropriate, before finalizing a negotiated contract and presenting it for signature approval to the other contracting party, submit the draft contract to MSU Office of General Counsel for its approval with a copy of that submission to pertinent CHM personnel; MSU Office of General Counsel will communicate its approval or disapproval of the proposed draft contract to the Contract Administrator. Deciding which Contract needs approval before finalization rests with the Contract Administrator and MSU Office of General Counsel.
   
   
4. Obtain and track the requisite signature approvals for MSU, CHM, the contracting party, and any other required signatory. The MSU approving signatories may vary by contract, but generally they are:
   1. CHM Dean or Senior Associate Dean for Academic Affairs or approved delegate.
   2. Other MSU college or academic unit (e.g., College of Osteopathic Medicine, MSU Technology).
   3. MSU Office of General Counsel and Provost and Executive Vice President for Academic Affairs, or other representative consistent with the current delegation of signature authority as approved by the MSU Board of Trustees.
      
      
5. Retain an original copy of the fully executed contract(s) in the CHM Budget and Finance Office. As determined on a case-by-case basis, provide a contract copy (ies) to the contracting party, CHM personnel that initiated the request, approving CHM personnel, and any other person that should receive or has requested a copy of the contract.
   
   
6. Track and monitor each contract’s status at each stage of the process; keep the CHM personnel initiating the request and others deemed pertinent reasonably apprised of a contract’s status. 

College of Human Medicine Personnel Responsible for the Contract

1. Assume and maintain responsibility for tracking the programmatic elements of the contract including the following:
   1. Monitor expiration date
   2. Determine whether to renew a contract or let it expire and advise the Contract Administrator of this determination
   3. Monitor whether the parties are complying with their respective contractual duties and responsibilities
2. For contracts administered by other MSU offices as determined in "Contract Administrator" section above, provide a copy of the fully executed contract to the CHM Contract Administrator. This excludes contracts administered by the university’s Office of Sponsored Programs.

Internal Agreements

1. CHM and its departments or academic units may wish to work with another MSU college, department, or academic unit. While internal agreements are not required to be in writing per the MSU Office of the General Counsel, the position of CHM is that having such an agreement in place is a sound business practice. A memorandum of understanding (“MOU”) with an attachment that describes the purpose of the relationship, funding obligations, etc. is the appropriate type of internal written agreement to use in this instance. 
2. CHM Personnel in CHM departments or academic units may negotiate the terms of the MOU and programmatic obligations with one another internally or with another MSU college, department, or academic unit. In this instance, CHM Personnel will be responsible for obtaining the requisite signature approvals and forwarding a copy of the fully executed MOU to the Contract Administrator.
   1. CHM Personnel will not be required to channel a proposed MOU for review by the Contract Administrator, but they are encouraged to do so because the Contract Administrator may be able to offer suggestions to ensure the proposed MOU accords with the intentions of the parties while preserving CHM’s interests. 
3. CHM Personnel in the College may negotiate the initial terms of the MOU and funding obligations with one another, CHM departments or academic units, or with another MSU college, department, or academic unit. In this instance, the Contract Administrator will be responsible for reviewing and approving the final terms of this MOU (with attachments) and obtaining the requisite signature approvals. 
4. Any MOU or similar agreement between the College, a CHM department, or a CHM academic unit and an external non-MSU party must be submitted to the Contract Administrator for review and approval consistent with this policy. 

CONTRACT CHECKLIST

Download editable Contract Checklist

REVISION HISTORY

1.0 - Effective Date: 1/1/17 - Revised by K. Crosby/M. Braem - Original
2.0 - Effective Date: 2/1/17 - Revised by K. Crosby/M. Braem -Added section for internal agreements