A. Legal Authority to Bind the Institution
The legal authority to bind the institution resides with the Board of Regents of The University of Texas System ("Board") in accordance with Regents Rule 10501.
The Board delegates to the president of each institution the authority to execute and deliver contracts, agreements, and other documents on behalf of the Board. The president of each institution may further delegate his or her authority to a secondary
delegate. Any such delegation of authority by the president must be in writing and copies of the written delegations are submitted to The University of Texas System. Only those individuals who have been delegated the legal authority to execute
and deliver contracts, agreements, and other documents by The Board of Regents may sign contracts on behalf of UTMB. Here is a list of the individuals who have been delegated the legal authority to execute and deliver contracts, agreements and other
documents: UTMB Delegations of Authority.
B. UT System Office of General Counsel Contract Review Procedures
The Board of Regents delegates authority to sign contracts on behalf of the Board to the president, so long as those contracts conform to the requirements of the UT System Office of General Counsel. The UT System Policy for Processing of Contracts is
found at UTS 145 Processing of Contracts.. The Office of General Counsel procedures and requirements
are found at Contract Review Procedures. If the contract amount is $1M, please review the
Contract Review Procedures carefully to determine if the agreement requires review by Office of General Counsel. OGC also provides a useful General Procedure Contract Checklist.
C. Name of the Contracting Entity for the Institution
"The University of Texas Medical Branch" is the legal entity for contracts with the institution, As the authority to bind the institution derives from the authority granted by the UT System Board of Regents and because it is often necessary to establish
with contractors that UTMB is a state entity, the name for the institution as a party to a contract is "The University of Texas Medical Branch at Galveston, a health institution of the University of Texas System, which is an agency of the State of
Texas".
Neither the Faculty Group Practice, nor any of the individual schools, departments, or other UTMB Health healthcare facilities or clinics is separate legal entities. However, some entities have different tax identification numbers or other reasons for
further explaining the contracting entity. Accordingly, the name of the contracting party in all UTMB Health contracts is "The University of Texas Medical Branch at Galveston, a health institution of the University of Texas System, which is an agency
of the State of Texas", followed by the specific entity, as set forth in the following examples:
The University of Texas Medical Branch at Galveston, a health institution of the University of Texas System, which is an agency of the State of Texas, for and on behalf of its Faculty Group Practice
The University of Texas Medical Branch at Galveston, a health institution of the University of Texas System, which is an agency of the State of Texas, for and on behalf of its Department of Radiology
The University of Texas Medical Branch at Galveston, a health institution of the University of Texas System, which is an agency of the State of Texas for and on behalf of its Regional and Maternal Child Health Program
D. Other Signatures on Contract Documents
Signatures other than the signature by delegated authority binding the institution may also be included on contracts and related documents to establish operational approvals. These signatures are non-binding.
E. Approvals Needed Before Signatue by Chief Business Officer
Agreements that are to be signed by the Chief Business Officer (or interim) generally need departmental or division approval, legal approval and entity financial approval. Departmental approval is performed by chair or administrator. Divisional approval
(health system) is generally performed by operational executive for that division. Legal approval is generally evidenced by content review on signature page(s) of agreements. For the academic enterprise, financial approval is performed by Vice President
and Chief Operating Officer or delegate. For the health system, financial approval is performed by Vice President of Finance. For institutional support, financial approval is performed by Associate Vice President, Financial Planning.
Depending on the nature of the agreement, approvals may also be needed for information services, IS security, compliance, intellectual property, privacy officer, revenue services, or other stakeholders.
Some agreements require approval by UT System Office of General Counsel.
F. Board of Regents Approval and Process
Most agreements with a value over $1M, unless specifically exempted or agreements with a foreign governments must be submitted to the Board of Regents for approval or authorization. A summary of contracts requiring Board approval is available at
BOARD APPROVAL. The total cost or monetary value of the contract includes all potential contract extensions or renewal, whether automatic or by operation of additional documentation. Any amendment, extension, or renewal that increases the cost or monetary value of the original contract to more than $1 million must be submitted to the Board for approval or authorization. Any amendment, extension, or renewal with a cost or monetary value that exceeds 25% of the cost or monetary value of the original contract approved by the Board must be submitted to the Board for approval. For a thorough description of which agreements must be submitted to the Board for approval, including exemptions is found at
Board of Regents Rule 10501.
Approval of contracts by the Board of Regents is accomplished via the consent agenda. UTMB's Department of Contract Administration prepares and submits the UTMB consent agenda to the Board of Regents. The Board considers the consent agenda once per quarter.
Because an agreement must be approved by all entities within UTMB, UT System Office of General Counsel, and the UT System Vice Chancellor for Health Affairs, departments should strive to submit agreements to the Office of Contract Administration or
Department of Legal Affairs at least 90 days before the quarterly Board meetings in February, May, August, and November. The dates for those meetings and the Board submission deadline dates are published approximately 60 days before each Board meeting.
Please contact the Office of Contract Administration for any questions about the Board of Regents approval requirements and process.