OFFICE OF LEGAL AFFAIRS

Contract Procedures and Templates

Contract Processing
The OLA assists only at the request of institutional department(s) with advice and legal review with preparing the following types of contracts/agreements:

  • Memorandum of Understanding/Agreement
  • Business Associate Agreements
  • Educational Affiliation Agreements
  • Program Letters of Agreement
  • Amendments
  • Renewals
  • Leases
  • License Agreements
  • Research Agreements
  • Academic Cooperation Agreements

When an agreement is ready for processing, it should be processed through the originating department or school and contain the signature of the appropriate department head as appropriate (some agreements originate in the dean’s office and not within a specific department) and the dean. The signatures of the department head and dean indicate that they have reviewed the agreement and that the terms of the agreement are acceptable to the school and the purpose of the agreement fits within the academic mission of the institution.

The OLA will log in the agreement and assign it to the appropriate legal staff for review. The agreement will be reviewed for legal issues and forwarded to the Vice President and Chief Financial Officer or other institutional official for signature on behalf of the institution. The agreements are not returned to the OLA following signature nor does the OLA keep copies of any agreements.

All contracts involving procurement of goods and services should be processed and routed through the Purchasing Department. See our Contract Procedures & Templates section on our main website page for procedures on processing procurement contracts. The Purchasing Department will work with the OLA should any legal issues arise in the process.

Some contracts and other matters require approval by the UT System Board of Regents. These matters are reviewed at quarterly Board of Regents meetings. The institutional docket is the mechanism for seeking and obtaining Board of Regents approval. Some contracts and other matters require approval by the UT System Board of Regents. These matters are reviewed at quarterly Board of Regents meetings. The institutional docket is the mechanism for seeking and obtaining Board of Regents approval. As a reminder, only authorized persons may sign contracts on behalf of UTHSCSA. Those individuals are listed in the Delegation of Signature of Authority listing.

Educational Affiliation Agreements
One of the more frequent contracts processed by this office involves the UTHSCSA students rotating through the facilities of a third party. In the past, most of these agreements have been relatively simple because the UTHSCSA had standard documents which traditionally consisted of an affiliation agreement, normally designed as institution-wide agreements involving multiple programs, and program agreements normally, but not always, designed as agreements involving a specific program or school. In the past few years, the process has become much more complicated as many of the institutions and/or entities through which our students wish to rotate will not accept the UTHSCSA’s standard agreements and insist upon their own agreements. These agreements frequently raise numerous problems, some of which involve legal issues.

The most important first step for the program wishing to process such agreements is to have the appropriate program official read the agreement quite carefully, not from a legal standpoint but from a programmatic standpoint. Many of the agreements contain numerous requirements on behalf of the UTHSCSA or program to which there are no legal objections, but before processing the agreement the program should either verify they are actually doing what the agreement says we will do or delete the provision or not process it further. A common example of this is a requirement that students have undergone a specified amount of infection control training prior to the rotation.

Frequently legal issues arise and generally consist of the following:

The UTHSCSA is asked to sign a Business Associate Agreement (BAA). A BAA is an agreement mandated under the federal statutes generally referred to as HIPAA and is used when the covered entity (in this case the hospital or other health care facility with which we are contracting) contracts with a third party to perform some services for the covered entity. An example would be patient billing services of a covered entity. Students receiving training at a health care facility are there to receive academic training, not to perform health care services for the covered entity, and the UTHSCSA is not a business associate of the covered entity. In light of the onerous requirements of HIPAA for any business associate, the UTHSCSA will not sign a BAA in circumstances where we are not a business associate. In order to save time, departments should not forward agreements with BAA provisions. The OLA will, of course, be happy to explain why we are not a business associate to any third party who does not understand the HIPAA and BAA requirements, although we cannot provide legal advice to third parties.

Another common issue relates to indemnification. The UTHSCSA is a state agency and can only indemnify a third party, in this case the health care facility, under the limited circumstances provided for in Texas law. Therefore, we will either reject and send back all student affiliation agreements or modify the agreements with the phrase “To the extent authorized by the Constitution and the laws of the State of Texas” relating to any indemnification obligation. The UTHSCSA does provide professional liability insurance for all students for all rotations to protect the affiliates.

As a state agency, the UTHSCSA does not carry professional liability insurance for itself. We will either modify or return all contracts containing this obligation.

Agreements frequently contain some provisions with respect to criminal background checks. The UTHSCSA performs criminal background checks on all students prior to matriculation. We can certify that we have performed such checks. However, we cannot provide the actual background checks to the third party unless we obtain a written consent of the student and the third party agrees to comply with the Family Educational Rights and Privacy Act (FERPA) with respect to those documents, a provision that is not in most agreements. If health care entities wish to perform background checks on students themselves, this is permissible assuming the student consents.

The UTHSCSA does not perform routine drug and alcohol testing on students and does not claim the right to do so absent specific circumstances where a reasonable suspicion exists that a student or employee presents a risk to himself or herself or others including patients. Therefore, we cannot agree contractually to perform such tests but the affiliated institution/entity may wish to perform those checks on their own which is legally acceptable provided the student consents.

Procurement Contracts Procedures & Templates

UT System Office of the General Counsel (OGC) Contracts

The University of Texas System - Processing of Contracts

Contact: WebTeam@uthscsa.edu
Updated: 11/29/2016
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