Administrative Procedures

Memorandum of Agreement

• Section 1.15.1 – General
• Section 1.15.2 – MOA Development Requirements (No Financial Commitment)
• Section 1.15.3 – MOA Development Requirements (Financial Commitments)
• Section 1.15.4 – Additional MOA Requirements
• Section 1.15.5 – KCTCS Non-Originating MOA
• Section 1.15.6 – MOA Document Format

Section 1.15.1 – General

A Memorandum of Agreement (MOA) is a contract which carries with it all elements of a binding legal document. It creates duties, rights, obligations and remedies which are legally enforceable. A Memorandum of Agreement shall meet one or more of the criteria listed in part A of this section.

A MOA is a contractual document which shall be used in the situations set forth below. These agreements may be to buy, sell or exchange services, or to cooperate in a joint venture to provide services to another entity. Typically, these include Workforce Investment Act (WIA) programs, Adult Education and Literacy, regulatory training, specialized industry training, school-to-work, adult agriculture programs that are assigned to local school districts, professional development, and special assessment services, etc. 

1. A Memorandum of Agreement may only be used when the agreement is between the following: 
   1. KCTCS and another Kentucky public college or university
   2. KCTCS and an area development district
   3. KCTCS and a community action agency
   4. KCTCS and a mental health/mental retardation board
   5. KCTCS and a state agency
   6. KCTCS and a political subdivision of the Commonwealth (e.g. a local government or local school board)
   7. KCTCS and an employer of students in the Commonwealth Work Study Program sponsored by the Kentucky Higher Education Assistance Authority
   8. KCTCS and rural concentrated employment programs 
   9. KCTCS and any association or organization whose voting membership is composed entirely of the entities identified above.
      
      Note: A Memorandum of Understanding (MOU) is a document which reflects the goals, desires, and understanding of the parties who enter into a Memorandum of Agreement or other type of contract. A Memorandum of Understanding is a non-binding document which may or may not accompany a Memorandum of Agreement or other contract. MOA’s are not to be used for newly leased space. A KCTCS lease agreement must be completed for new leased space, whether it is publicly or privately owned. MOA’s are only allowable for renewal of existing space that has always governed by an MOA and shall be reviewed by the KCTCS property Management Division prior to signing and occupying the space.
      
      
2. If a district or college wants to enter into an agreement with an organization not identified in Part 1 above, then 1.15.1 prior approval must be obtained from the KCTCS Director of Purchasing. Such agreements may be subject to review and approval of the Government Contract Review Committee of the Legislative Research Commission.

Section 1.15.2 – MOA Development Requirements (No Financial Commitment)

An MOA involving a single college will be developed directly by the college and the other agency. An MOA which involves more than one college will be coordinated by the System Office in conjunction with each of the colleges involved.

1. Agreements must be signed by the College President/CEO.
2. Signed non-financial binding MOA’s are to be kept on file at the originating college.

Section 1.15.3 – MOA Development Requirements (Financial Commitments)

1. Agreements may be signed and implemented at the college level provided they do not exceed the approved signing authority of the College President/CEO as defined in Business Procedures Manual Procedure 1.11, Approval Authority for Contracts and Agreements. Business Procedure 1.11 Signed financial binding MOAs ($100,000 or less) are to be kept on file at the originating college.
2. If the MOA exceeds the signing authority of the College President/CEO it should be forwarded to the KCTCS Office of General Counsel for review and processing.
3. Processing will include legal review, financial review, and a programmatic review. In the interest of maintaining legality and proper business procedure, all persons submitting agreements for review by Office of General Counsel shall do so as soon as is practical.
4. Upon final approval a completed copy will be returned to the College President/CEO for implementation.
5. The MOA is not effective until the review and approval process has been completed.

Section 1.15.4 – Additional MOA Requirements

No work should be started on the MOA (greater than $100,000) until a completed document has been approved (returned to the college by the KCTCS Office of General Counsel.) If circumstances arise which require special processing, the College President/CEO must contact the KCTCS Office of General Counsel to receive authorization to proceed.

Section 1.15.5 – KCTCS Non-Originating MOA 

1. Colleges may enter into an MOA as the non-originating or second party. The KCTCS representative having primary oversight of the agreement and the KCTCS Office of General Counsel shall negotiate the terms of the MOA. During the initial negotiations the KCTCS representative must state that the provisions of Sections 1.15.1, 1.15.2 and 1.15.3 are applicable.
2. A copy of each MOA developed as a non-originating MOA must be sent to the KCTCS Office of General Counsel for review and processing, which will include signatures as required by procedure 1.11 and the review process as defined in previous sections. Business Procedure 1.11 
3. Upon final approval a completed copy will be returned to the College President/CEO for implementation.
4. The MOA is not effective until the review process has been completed Section

1.15.6 – MOA Document Format 

1. In writing a MOA language should be clear and specific. Duties and responsibilities of each party should be clearly defined. Please state what is to be done or what is expected in plain, simple language. Be specific about any financial obligations of each party and about the dates the actions are to be taken or completed. The MOA should be easily read and understood by a third party with no other knowledge of the project. 
2. A template for a MOA is included in this procedure as ATTACHMENT 1.

Memorandum of Agreement

AGREEMENT TERM

This agreement is effective from ________to ________. Either party may cancel this agreement at any time for cause or may cancel without cause on a 30 day written notice

PROJECT NAME/TITLE:

This memorandum of Agreement is between Kentucky Community and Technical College System (KCTCS), by and for the benefit of___________________ (i.e. Bluegrass Community and Technical College, Kentucky Fire Commission, etc.)

PURPOSE

The purpose of this agreement is:

DUTIES/RESPONSIBILITES OF THE COLLEGE (or other Commission, Academy, or Board)

DUTIES/RESPONSIBILITES OF (Name the other Party)

FINANCIAL DATA AND TERMS

SEVERABILITY

The breach, disagreement concerning, and/or illegality of any single provision of this agreement shall not nullify the entire agreement.

CHOICE OF LAW AND VENUE

Both parties hereby agree that the Kentucky Community and Technical College System (KCTCS), as a public agency, enjoys qualified sovereign immunity. Any litigation arising from the alleged breach of this contract and/or interpretation of the terms of this agreement shall be brought in Franklin Circuit Court. Any negligence claims against KCTCS shall be brought before the Board of Claims pursuant to KRS Chapter 49. Furthermore, all terms and conditions in this agreement to the contrary notwithstanding, the parties understand and agree that state and federal laws governing KCTCS as a public agency shall prevail.

_________________________________                 ____________________________

College Designee      Date                                      Other Party      Date