UTMB CONTRACT No. _______________
This UTMB Contract No. ____________ (“Contract”) is entered into by and between The University of Texas
Medical Branch at Galveston (“UTMB”), an academic health institution of The University of Texas System (“UT
System”) and agency of the State of Texas, which has its principal address at 301 University Blvd. Galveston, TX 77555,
and _________________ (“Supplier”), which has its principal address at
.
WHEREAS, UTMB desires to obtain certain goods and/or services as described in the Scope of Work, attached
hereto and incorporated by reference as Rider 101; and
WHEREAS, Supplier represents that it has the knowledge, ability, skills and resources to provide the services
required under this Contract, and UTMB in reliance on such assurances is willing to contract with Supplier on
the terms and conditions set forth in this Contract;
NOW THEREFORE, in consideration of the recitals and the mutual benefits and covenants in this Contract, the
receipt and adequacy of which are acknowledged, UTMB and Supplier (together, the “parties”) hereby confirm and agree
as follows:
1.
2.
TERM OF CONTRACT:
1.1
The initial term of this Contract (Initial Term) will be for a period of ________ (__) months,
commencing on
_____________ (the “Effective Date”, regardless of the date of
execution) and continuing through _____________ unless sooner canceled or terminated in
accordance with the provisions of this Contract, including all riders, schedules, exhibits, or other
documents attached to and incorporated into this Contract.
1.2
UTMB will have the right to renew this Contract after the Initial Term for a twelve (12) month term,
for a maximum of two (2) renewal periods, subject to the terms and conditions in this Contract. A
renewal will be effective if evidenced by a written renewal notice signed by UTMB and delivered to
Supplier prior to termination.
SCOPE OF WORK:
2.1
3.
Supplier will provide the goods and/or services to UTMB as described in the Scope of Work, attached
and incorporated by reference as Rider 101.
CONTRACT AMOUNT AND INVOICES:
3.1
For goods and/or services rendered, Supplier will be compensated in accordance with the Fee Schedule
attached and incorporated by reference as Rider 102.
3.2
The total cost of the goods and/or services under this Contract will not exceed $__________ (the “Cap
Amount”) without the prior written authorization of UTMB’s Purchasing Department. UTMB makes
no promise, commitment or assurance to purchase goods or services under the Contract from Supplier
up to the value of such Cap Amount. UTMB’s financial responsibility under this Contract shall only
be through properly issued PO’s, and goods or services received and approved by UTMB under such
properly issued PO’s.
3.3
Supplier will submit invoices as described in the Invoicing, Payment and Taxes, attached and
incorporated by reference as Rider 104.
3.4
[Use this section when HUB subcontracted opportunities are probable (HSP available)]
Supplier, as a provision of the Agreement must comply with the requirements of the Historically
Underutilized Program Policy (Rider 106) and adhere to the HUB Subcontracting Plan attached and
incorporated by reference as Rider 106. No changes to the HUB Subcontracting Plan can be made by
the Contractor without the prior written approval of the UTMB Supplier Diversity Programs
Manager/HUB Coordinator in accordance with the Policy.
[Use this section when HUB subcontracted opportunities are NOT probable (Buyer’s dec available)]
UTMB Contract No. P-_______
Rev: Mar 2016
Page 1 of 3
UTMB has reviewed this Contract in accordance with the Texas Administrative Code Section ( Title
34, Part 1, Chapter 20, Subchapter B, Rule 20.14) and has determined that subcontracting opportunities
are not probable.
Supplier’s interest in this Contract ( including Supplier’s duties and obligations under this Contract, as
well as the fees due to Supplier under this Contract) may not be subcontracted, assigned, delegated, or
otherwise transferred to a third party, in whole or in part, and any attempt to do so will ( a) not be
binding on UTMB; and (b) be a breach of this Contract for which Supplier will be subject to all
remedial actions provided by Texas law, including Chapter 2161, Texas Government Code, and Title
34 Texas Administrative Code (“TAC”) Chapter 20, Subchapter 20.101 – 20.108. The benefits and
burdens of this Contract are assignable by UTMB.
If Supplier does intend to subcontract any portion of the work, Supplier must submit a “HUB
Subcontracting Plan (HSP) to UTMB’s Supplier Diversity Programs Manager/HUB Coordinator for
review and approval prior to the use of any Subcontractor. The HSP Package, including the required
forms and instructions, can be accessed via the UTMB’s HUB Program website at:
http://www.utmb.edu/supplychain/hub/
3.5
4.
5.
All correspondence regarding this Contract must reference the UTMB Contract number.
THE UNIVERSITY OF TEXAS SYSTEM:
4.1
UTMB is a health institution of The University of Texas System, which consists of nine universities
and six health institutions. The financial terms, scope of work description, and legal terms in this
Contract may be extended to additional UT System institutions. Notwithstanding the foregoing,
Supplier understands that each institution is a financially separate entity and as such shall be solely
responsible for the financial and legal commitments of that institution.
4.2
Texas law authorizes institutions of higher education (Texas Education Code Section 61.003) to use
the group purchasing procurement method (Texas Education Code Sections 51.9335 and 74.008).
Additional Texas institutions of higher education may therefore elect to enter into a contract with the
successful Proposer.
CONTRACT CHECKLIST:
5.1
The documents marked below are attached and incorporated by reference herein for all purposes:







5.2
Rider 101. Scope of Work
Rider 102. Pricing, Adjustments and Incentives
Rider 103. Standard Terms and Conditions
Rider 104. Invoicing Payment and Taxes
Rider 105. Business Associate Agreement
Rider 106. HUB Subcontracting Plan
Exhibit C. Security Clearance Requirements
These documents, together with this Contract, form the entire agreement of the parties and are referred
to collectively herein as the “Contract”.
UTMB Contract No. P-_______
Rev: Mar 2016
Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to enter into this
Contract by their signatures below.
THE UNIVERSITY OF TEXAS MEDICAL
BRANCH AT GALVESTON
, INC.
(“UTMB”)
(“SUPPLIER”)
Name
Title
Name
Title
Date
Date
UTMB Contract No. P-_______
Rev: Mar 2016
Page 3 of 3