HomeMy WebLinkAboutCalifornia Health Sciences University LLC-Clinical and Field Placement Experience for Students_A-22-096.pdfCounty of Fresno
Board of Supervisors
Minute Order
Hall of Records, Room 301
2281 Tulare Street
Fresno, California
93721-2198
Telephone: (559) 600-3529
Toll Free: 1-800-742-1011
www.co.fresno.ca.us
March 22, 2022
Present:Supervisor Steve Brandau, Supervisor Nathan Magsig, Supervisor Buddy Mendes,
Chairman Brian Pacheco, and Vice Chairman Sal Quintero
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Agenda No. 41.Behavioral Health File ID: 22-0148
Approve and authorize the Chairman to execute a Memorandum of Understanding with California
Health Sciences University, LLC for clinical and field placement experience for students, effective
March 28, 2022, not to exceed five consecutive years, which includes a three-year base contract and
two optional one-year extensions ($0)
Re:
APPROVED AS RECOMMENDED
Ayes:Brandau, Magsig, Mendes, Pacheco, and Quintero5 -
Agreement No. 22-096
Page 44County of Fresno
Board Agenda Item 41
DATE:March 22, 2022
TO:Board of Supervisors
SUBMITTED BY:Susan Holt, Interim Director, Department of Behavioral Health
David Luchini, Director, Department of Public Health
SUBJECT:Memorandum of Understanding with California Health Sciences University, LLC
RECOMMENDED ACTION(S):
Approve and authorize the Chairman to execute a Memorandum of Understanding with California
Health Sciences University, LLC for clinical and field placement experience for students, effective
March 28, 2022, not to exceed five consecutive years, which includes a three-year base contract
and two optional one-year extensions ($0).
Approval of the recommended action will provide clinical and field experience opportunities to students
enrolled in the Doctorate of Pharmacy program at the California Health Sciences University (CHSU), College
of Pharmacy (College). Students will be placed in internships at clinics and facilities within the Departments
of Behavioral and Public Health without monetary compensation or increase in Net County Cost. This item
is countywide.
ALTERNATIVE ACTION(S):
If the recommended Memorandum of Understanding (MOU) is not approved, the departments will not be
able to provide clinical and field training experience for College students. Additionally, the departments will
not benefit from the opportunity to engage students that may return as future employees.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended action or monetary
compensation under the recommended MOU. CHSU will provide worker’s compensation, general liability,
and professional liability insurance coverage for all student placements.
DISCUSSION:
The County has agreements with local business schools, colleges, and universities to provide clinical and
field experience for student interns. Students receive training in clinics and facilities throughout the
departments.
The opportunity to provide clinical and field experience to College students enhance services for individuals
seeking services from the County as well as provides the students with the awareness of the challenges
and rewards of working with children and families. All students will be required to meet county health
clearance requirements and adhere to privacy regulations under the Health Insurance Portability and
Accountability Act (HIPAA).
Page 1 County of Fresno File Number: 22-0148
File Number: 22-0148
There is no cost associated with the recommended MOU. Upon approval by your Board, the recommended
MOU will become effective March 28, 2022 through June 30, 2025, with two additional one-year extensions
with the same terms and conditions, unless written notice of non-renewal is given by either party no later
than 60 days prior to the close of the current MOU term. The MOU also includes language allowing for the
termination without cause by the County or County’s Behavioral or Public Health Director, or designee, upon
providing 30 days advance written notice.
OTHER REVIEWING AGENCIES:
The Behavioral Health Board was informed of the recommended MOU at the March 2022 meeting.
REFERENCE MATERIAL:
BAI #28, March 28, 2017
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk - MOU with California Health Sciences University
CAO ANALYST:
Sonia M. De La Rosa
Page 2 County of Fresno File Number: 22-0148
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MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM of UNDERSTANDING, hereinafter referred to as “MOU”, is made and
entered into this _______ day of ______ 2022, by and between the COUNTY OF FRESNO, a Political
Subdivision of the State of California, hereinafter referred to as "COUNTY", and California Health
Sciences University, LLC whose address is 120 N. Clovis Avenue, Clovis, CA 93612, hereinafter referred
to as “CONTRACTOR”.
W I T N E S S E T H:
WHEREAS, CONTRACTOR has approved various educational training programs that require
facilities to provide clinical and field experience for required learning experiences for its students; and
WHEREAS, COUNTY, through its Departments of Behavioral Health (DBH) and Public Health
(DPH), maintains and operates facilities suitable for furnishing such clinical and field experience; and
WHEREAS, it is to the mutual benefit of the parties hereto that personnel and students of
CONTRACTOR use such facilities of COUNTY for their clinical and field experience.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
A.CONTRACTOR agrees that each participating student and/or instructor from
CONTRACTOR shall be in compliance with COUNTY’s health clearance and credentialing requirements.
Prior to the first clinical rotation of each student and/or instructor at COUNTY’s facilities, CONTRACTOR
must provide COUNTY proof that each student and/or instructor assigned to COUNTY meets COUNTY’s
health clearance requirements, including, but not limited to:
1)Hepatitis B Vaccination Series OR Hepatitis B Vaccine Declination Form –
Since the work may lead to a reasonably anticipated skin, eye, mucous membrane, or parenteral contact
with blood or other potentially infectious materials, each student and/or instructor must have received
Hepatitis B vaccination series prior to commencing placement at COUNTY. In lieu of student and/or
instructor certifying to COUNTY that the student has been vaccinated for Hepatitis B, COUNTY will accept
from each student and/or instructor a form declining the Hepatitis B vaccination. The declination form shall
comply with the requirements of Appendix A to 29 Code of Federal Regulations, section 1910.1030, by this
22nd March
Agreement No. 22-096
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reference incorporated herein. Student and/or instructor may use COUNTY’s Hepatitis B Vaccine
Declination form, identified as Exhibit A, attached hereto and by this reference incorporated herein, to meet
the above requirements; and
2)Providing proof of a negative skin test for tuberculosis (TB) within the past
twelve (12) months. For a positive TB skin test within the past twelve (12) months, an initial assessment
and yearly assessment for signs and symptoms of disease will be required; and
3)Providing Measles, Mumps, and Rubella (MMR) or serological evidence of
immunity to rubella or rubeola; and
4)Providing proof of fulfillment of OSHA Blood-borne Pathogen Standards
(mandated training and post-exposure follow-up); and
5)Providing any other health clearance requirements as may be mandated
during the term of this MOU by COUNTY due to licensing regulations and/or requirements.
B.COUNTY and CONTRACTOR mutually recognize that the health clearance
requirements identified above may be different and/or may change, as determined by COUNTY, depending
upon classification of student and/or instructor and the type of work performed in addition to potential
client/patient exposure.
C.CONTRACTOR recognizes that the clinical and field education programs conducted
pursuant to the terms and conditions of this MOU are educational programs of CONTRACTOR and not of
COUNTY, and that students participating in CONTRACTOR’s programs shall at all times be under the
exclusive jurisdiction of CONTRACTOR.
D.CONTRACTOR shall designate students enrolled in the various educational training
programs of CONTRACTOR to be assigned for clinical and field experience at COUNTY facilities, in such
numbers to be mutually agreed upon by both COUNTY and CONTRACTOR.
E.CONTRACTOR shall establish a rotational plan for the learning experience available
at COUNTY facilities and shall schedule the students in conformity with the calendar of CONTRACTOR’s
academic year and with the curriculum of the educational programs of CONTRACTOR; provided, however,
that the specific COUNTY client care areas to be utilized by CONTRACTOR shall be selected subsequently
by mutual agreement between COUNTY’s DBH Director, or designees, and CONTRACTOR’s chairpersons
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or duly authorized representatives of the various departments/programs listed in the “Witnesseth” section
above.
F.CONTRACTOR shall supervise all instruction of the clinical and field experience
given at COUNTY facilities to assigned students and shall provide the necessary instructors for educational
training programs provided for under this MOU.
G.CONTRACTOR shall keep all attendance and academic records of students
participating in the clinical and field experience programs provided for under this MOU.
H.CONTRACTOR shall certify to COUNTY at the time each student first reports to
COUNTY’s facilities to participate in the clinical and field educational program that the student has obtained
and maintained health insurance.
I.CONTRACTOR shall ensure students act professionally and appropriately while at
COUNTY facilities.
J.CONTRACTOR shall require its instructors to notify COUNTY’s DBH and/or DPH
Directors, or designees, as appropriate, in advance of student placement regarding:
1)Locations, dates, times and the number of hours or changes thereof,
regarding student availability for clinical or field assignment; and
2)Any change in the placement of students in clinical and field
assignments.
K.CONTRACTOR shall, in consultation and coordination with COUNTY’s DBH and/or
DPH Directors, or designees, arrange for periodic conferences no less than twice annually between
appropriate representatives of CONTRACTOR and COUNTY to evaluate the clinical and field experience
programs provided under this MOU.
L.CONTRACTOR shall provide and be responsible for the use and control of its
educational supplies, materials and equipment used for instruction during the clinical and field experience
programs.
M.CONTRACTOR shall distribute to each student a statement which explains the
hazards of drug abuse in their profession.
N.CONTRACTOR shall provide for an introductory orientation of students assigned to
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COUNTY facilities, which shall provide an overview of the clinical and field assignment(s) and the terms
and conditions of student placement at COUNTY facilities.
O.CONTRACTOR shall agree that special reports, projects, thesis, and/or publications
based upon studies and research arising out of the cooperative education experience permitted by this
MOU, shall be reviewed and approved prior to release through the committee responsible for planning the
course and then with COUNTY’s DBH and/or DPH Director(s), or designee(s), as appropriate for approval
by means of such procedures as COUNTY shall designate. Approval of reports by CONTRACTOR’s
planning committee and COUNTY’s DBH and/or DPH shall not be unreasonably withheld.
P.CONTRACTOR shall agree to complete an evaluation of each student at least once
during a specific program period.
Q.CONTRACTOR shall allow COUNTY program managers and other designated
personnel to attend meetings of CONTRACTOR’s faculty, or any committee thereof, to coordinate the
clinical and field experience programs provided under this MOU and to designate lines of authority and
communication for coordination of relations between COUNTY personnel and CONTRACTOR’s instructors.
R.CONTRACTOR’s employees, agents and students shall abide by the provisions of
State of California law relating to confidentiality of medical records, and any person knowingly and
intentionally violating the provisions of State of California law may be guilty of a misdemeanor.
S.CONTRACTOR’s employees, agents and students shall be issued COUNTY
identification badges which must be worn only at COUNTY facilities while participating in the clinical and
field experience programs, pursuant to the terms and conditions of this MOU.
2.OBLIGATIONS OF THE COUNTY
A.COUNTY representative shall meet at least annually with CONTRACTOR to jointly
review the use of COUNTY facilities.
B.COUNTY shall provide clinical facilities for CONTRACTOR’s students, as
determined by mutual agreement of the faculty of the CONTRACTOR and the designated COUNTY staff.
C.COUNTY shall retain full responsibility for the care of client/patients and maintain the
quality of care without relying on student’s clinical training activities for staffing purposes. Any service
rendered by students is incidental to the educational purpose of the practice experience program.
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D.COUNTY shall assign a staff representative as liaison between COUNTY and
CONTRACTOR to orient students and to assist in scheduling and grade reporting.
E.COUNTY shall afford the student the opportunity to participate in in-service training
offered to COUNTY employees.
F.COUNTY shall make provisions for orientation of students/faculty to the facility and
permit use of equipment, records, computer access (where applicable), and space as necessary for the
students to perform their activities.
G.COUNTY shall retain the right to immediately return and dismiss from COUNTY
facility site(s) any student/agent/employee of CONTRACTOR whose behavior is such that it interferes with
proper client care or services or the smooth operation of the facility. Consultation between COUNTY and
CONTRACTOR shall precede any such action.
3.TERM
The term of this MOU shall be for a period of three (3) years, commencing on March 28,
2022 through and including the 30th day of June, 2025. This MOU may be extended for two (2) additional
consecutive twelve (12) month periods upon written approval of both parties no later than sixty (60) days
prior to the first day of the next twelve (12) month extension period. The COUNTY’s DBH Director or
designee is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’S
satisfactory performance.
4.TERMINATION
A.Non-Allocation of Funds
The terms of this MOU, and the services to be provided thereunder, are contingent
on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated,
the services provided may be modified as agreed upon by CONTRACTOR, or this MOU terminated at any
time by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract
The COUNTY may immediately suspend or terminate this MOU in whole or in part,
where in the determination of the COUNTY there is:
1)A failure to comply with any term of this MOU;
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2)A substantially incorrect or incomplete report submitted to the COUNTY;
3)An improperly performed service;
C.Without Cause
Under circumstances other than those set forth above, this MOU may be terminated
by COUNTY, COUNTY’s DBH or DSS Director or designees, or CONTRACTOR upon the giving of thirty
(30) days advance written notice of an intention to terminate.
5.COMPENSATION/INVOICING:
The clinical and field programs conducted pursuant to the terms and conditions of this MOU
shall be performed without the payment of monetary consideration by CONTRACTOR or COUNTY, one to
the other, or by or to any student participating in said clinical training programs.
6.INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
MOU, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR'S students, instructors, faculty, officers, agents, and employees will at all times be acting
and performing as an independent CONTRACTOR, and shall act in an independent capacity and not as an
officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore,
COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
this MOU, so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and
conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters, which are
directly or indirectly the subject of this MOU.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR
shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required
employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless
from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social
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Security withholding and all other regulations governing such matters. As between the County and
CONTRACTOR, should the students be deemed employees, by any governmental or regulatory body,
the students shall be the employees of CONTRACTOR. It is acknowledged that during the term of this
MOU, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this MOU.
7.EMPLOYMENT RELATIONSHIP
CONTRACTOR, its instructors, employees and students, shall have absolutely no right to
employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR’s employees, including compliance with Social Security, withholding, and all
other regulations governing such matters. As between COUNTY and CONTRACTOR, should the students
be deemed employees by any governmental or regulatory body, the student shall be the employee of
CONTRACTOR for Worker’s Compensation purposes, and students shall be deemed members of
CONTRACTOR’s workforce for purposes of HIPAA.
In consideration of the benefits the CONTRACTOR derives from this MOU and subject to
the provisions herein, CONTRACTOR shall not consider the students to be employees of, or claim the
students are employees of, the COUNTY for the purposes of determining liability for any and all costs and
expenses, including attorney fees and court costs, damages, liabilities, claims and losses occurring or
resulting to the CONTRACTOR or to any person, firm or corporation who may be injured or damaged by
any act or failure to act, of any student or person participating in or connected with the programs that are
the subject of this MOU. It is acknowledged that during the term of this MOU, CONTRACTOR may be
providing services to others unrelated to COUNTY or to this MOU.
8.MODIFICATION
Any matters of this MOU may be modified from time to time by the written consent of all the
parties without, in any way, affecting the remainder.
9.NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this MOU nor their rights or duties under
this MOU without the prior written consent of the other parties.
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10.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses, damages,
liabilities, claims, and losses occurring or resulting to COUNTY in connection with the performance, or
failure to perform, by CONTRACTOR, its officers, agents, students, or employees under this MOU, and
from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any
person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this MOU.
11.INSURANCE
For purposes of this MOU, students/interns will be explicitly considered employees of the
CONTRACTOR. Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies throughout the term of the MOU:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million
Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million
Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverages including completed operations, products
liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or
any other liability insurance deemed necessary because of the nature of this
contract.
CONTRACTOR shall ensure that each student who participates in COUNTY’S
internship program procures and maintains in force during the term of this
agreement or internship, at the students’ sole cost and expense, General Liability
Insurance. The policy of General Liability Insurance shall have coverage for sexual
harassment and abuse, property damage, bodily injury, and personal injury within
the stated limits.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property
damages. Coverage should include any auto used in connection with this MOU.
CONTRACTOR shall ensure that each student who participates in County’s
internship program procures and maintains in force during the term of this
agreement or internship, at the student’s sole cost and expense, Automobile Liability
Insurance.
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County shall insure that the student internship scope of experience does not
include driving without pre-approval from the Contractor Risk Management.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.T.) in providing services, Professional Liability Insurance with limits of not less
than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars
($3,000,000.00) annual aggregate.
CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and
affect for a period of three (3) years following the termination of this MOU, one or
more policies of professional liability insurance with limits of coverage as specified
herein.
If students’ internship is in a discipline that would normally require Professional
Liability Insurance, CONTRACTOR shall insure that each student procures and
maintains in force during the term of the internship, at students’ sole cost and
expense, Professional Liability Insurance in amounts reasonably necessary to
protect the student against liability arising from any and all negligent acts or incidents
caused by the students.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code. CONTRACTOR shall be responsible for Worker’s Compensation
coverage for students when participating in the program.
E.Molestation
Sexual abuse/molestation liability insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence. Two Million Dollars ($2,000,000.00) annual
aggregate. This policy shall be issued on a per occurrence basis.
F.Cyber Liability
Cyber Liability Insurance, with limits not less than Two Million Dollars
($2,000,000.00) per occurrence or claim, Two Million Dollars ($2,000,000.00)
aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by CONTRACTOR in this MOU and shall include, but
not be limited to, claims involving infringement of intellectual property, including but
not limited to infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with
limits sufficient to respond to these obligations. Definition of Cyber Risks. “Cyber
Risks” include but are not limited to (i) Security Breaches, which may include
Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any
of the UNIVERSITY’s obligations under Section # of this Agreement; (iii)
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infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (iv) invasion of privacy, including release of
private information; (v) information theft; (vi) damage to or destruction or alteration of
electronic information; (vii) extortion related to the UNIVERSITY’s obligations under
this Agreement regarding electronic information, including Personal Information; (viii)
network security; (ix) data breach response costs, including Security Breach
response costs; (x) regulatory fines and penalties related to the UNIVERSITY’s
obligations under this Agreement regarding electronic information, including
Personal Information; and (xi) credit monitoring expenses.
G.All Risk Property Insurance
CONTRACTOR will provide property coverage for the full replacement value of the
COUNTY’s personal property in possession of CONTRACTOR and/or used in the
execution of this MOU. COUNTY will be identified on an appropriate certificate on
insurance as the certificate holder and will be named as an Additional Loss Payee
on the Property Insurance policy.
Additional Requirements Related to Insurance
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents,
employees any amounts paid by the policy of worker’s compensation insurance required by this MOU.
CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be necessary to
accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under and this
paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this MOU are concerned. Such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
Within thirty (30) days from the date CONTRACTOR signs this MOU, CONTRACTOR shall
provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as
required herein, to the County of Fresno, Department of Behavioral Health , 3133 Millbrook Ave, Fresno,
CA 93703, Attention: Mental Health Contracted Services Division, or electronically to
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dbhcontractedservicesdivision@fresnocountyca.gov with a copy to the assigned COUNTY DBH and DSS
Staff Analyst, stating that such insurance coverages have been obtained and is in full force; that the
County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents
and employees, individually and collectively, as additional insured, but only insofar as the operations under
this MOU are concerned; that such coverage for additional insured shall apply as primary insurance and
any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall
be excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and
that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written
notice given to COUNTY.
Any independent contractor hired by CONTRACTOR which CONTRACTOR is not
extending insurance coverage to must maintain in full force and effect similar insurance policies or a
program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers
MOU (JPA) throughout the term of the MOU.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this MOU
upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of California.
Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
12.LICENSES/CERTIFICATES
Throughout each term of this MOU, CONTRACTOR and CONTRACTOR’s staff shall
maintain all necessary licenses, permits, approvals, certificates, waivers and exemptions necessary for the
provision of the services hereunder and required by the laws and regulations of the United States of
America, State of California, the County of Fresno, and any other applicable governmental agencies.
CONTRACTOR shall notify COUNTY immediately in writing of its inability to obtain or maintain such
licenses, permits, approvals, certificates, waivers and exemptions irrespective of the pendency of any
appeal related thereto. Additionally, CONTRACTOR and CONTRACTOR’s staff shall comply with all
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applicable laws, rules or regulations, as may now exist or be hereafter changed.
13.AUDITS AND INSPECTIONS
After reasonable notice to CONTRACTOR, CONTRACTOR shall at any time during
business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for
examination all of its records and data with respect to the matters covered by this MOU. The
CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such
records and data necessary to ensure CONTRACTOR'S compliance with the terms of this MOU.
14.NOTICES
The persons and their addresses having authority to give and receive notices under this
MOU include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO California Health Sciences University, LLC
Director (or Designee) 120 N. Clovis Avenue
Department of Behavioral Health Clovis, CA 93612
P.O. Box 45003
Fresno, CA 93718-9886
Director (or Designee)
Department of Public Health
P.O. Box 11867
Fresno, CA 93775-1867
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
MOU must be in writing and delivered either by personal service, by first-class United States mail, by an
overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three (3) COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
(1)COUNTY business day after deposit with the overnight commercial courier service, delivery fees
prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered
by telephonic facsimile is effective when transmission to the recipient is completed (but, if such
transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be
effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine
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record of the completed transmission. For all claims arising out of or related to this MOU, nothing in this
section establishes, waives, or modifies any claims presentation requirements or procedures provided by
law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
15.GOVERNING LAW
Venue for any action arising out of or related to this MOU shall only be in Fresno County,
California. The rights and obligations of the parties and all interpretation and performance of this MOU shall
be governed in all respects by the laws of the State of California.
16.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A.The parties to this MOU shall be in strict conformance with all applicable Federal
and State of California laws and regulations, including but not limited to Sections 5328, 10850, and 14100.2
et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of Federal
Regulations (CFR), Section 56 et seq. of the California Civil Code, Sections 11977 and 11812 of Title 22 of
the California Code of Regulations, and the Health Insurance Portability and Accountability Act (HIPAA),
including but not limited to Section 1320 D et seq. of Title 42, United States Code (USC) and its
implementing regulations, including, but not limited to Title 45, CFR, Sections 142, 160, 162, and 164, The
Health Information Technology for Economic and Clinical Health Act (HITECH) regarding the confidentiality
and security of patient information, and the Genetic Information Nondiscrimination Act (GINA) of 2008
regarding the confidentiality of genetic information.
Except as otherwise provided in this MOU, CONTRACTOR, as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
activities or services for or on behalf of COUNTY, as specified in this MOU, provided that such use or
disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d et
seq. The uses and disclosures of PHI may not be more expansive than those applicable to COUNTY, as
the “Covered Entity” under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for
management, administrative or legal responsibilities of the Business Associate.
B.CONTRACTOR, including its subcontractors and employees, shall protect, from
unauthorized access, use, or disclosure of names and other identifying information, including genetic
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information, concerning persons receiving services pursuant to this MOU, except where permitted in order
to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504 (e)(2)(i),
164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving services pursuant
to a COUNTY funded program. This requirement applies to electronic PHI. CONTRACTOR shall not use
such identifying information or genetic information for any purpose other than carrying out
CONTRACTOR’s obligations under this MOU.
C.CONTRACTOR, including its subcontractors and employees, shall not disclose any
such identifying information or genetic information to any person or entity, except as otherwise specifically
permitted by this MOU, authorized by Subpart E of 45 CFR Part 164 or other law, required by the
Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that is permitted by this
MOU or authorized by law, CONTRACTOR shall make reasonable efforts to limit PHI to the minimum
necessary to accomplish intended purpose of use, disclosure or request.
D.For purposes of the above sections, identifying information shall include, but not be
limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such
as finger or voice print, or photograph.
E.For purposes of the above sections, genetic information shall include genetic tests of
family members of an individual or individual, manifestation of disease or disorder of family members of an
individual, or any request for or receipt of, genetic services by individual or family members. Family
member means a dependent or any person who is first, second, third, or fourth degree relative.
F.CONTRACTOR shall provide access, at the request of COUNTY, and in the time
and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be provided
within thirty (30) days from request. Access may be extended if CONTRACTOR cannot provide access
and provides individual with the reasons for the delay and the date when access may be granted. PHI shall
be provided in the form and format requested by the individual or COUNTY.
CONTRACTOR shall make any amendment(s) to PHI in a designated record set at
the request of COUNTY or individual, and in the time and manner designated by COUNTY in accordance
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with 45 CFR Section 164.526.
CONTRACTOR shall provide to COUNTY or to an individual, in a time and manner
designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in accordance
with 45 CFR Section 164.528.
G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or reasonable
belief that there has been unauthorized access, viewing, use, disclosure, security incident, or breach of
unsecured PHI not permitted by this MOU of which it becomes aware, immediately and without reasonable
delay and in no case later than fourteen (14) business days of discovery. Immediate notification shall be
made to COUNTY’s Information Security Officer and Privacy Officer and COUNTY’s DPH HIPAA
Representative, within fourteen (14) business days of discovery. The notification shall include, to the extent
possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to
have been, accessed, acquired, used, disclosed, or breached. CONTRACTOR shall take prompt
corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure
required by applicable Federal and State Laws and regulations. CONTRACTOR shall investigate such
breach and is responsible for all notifications required by law and regulation or deemed necessary by
COUNTY and shall provide a written report of the investigation and reporting required to COUNTY’s
Information Security Officer and Privacy Officer and COUNTY’s DPH HIPAA Representative. This written
investigation and description of any reporting necessary shall be postmarked within the thirty (30) working
days of the discovery of the breach to the addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Public Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6439 (559) 600-6405 (559) 600-5800
P.O. Box 11867 P.O. Box 11867 333 W. Pontiac Way
Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612
H. CONTRACTOR shall make its internal practices, books, and records relating to the
use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on behalf
of COUNTY, in compliance with HIPAA’s Privacy Rule, including, but not limited to the requirements set
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forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal practices, books, and
records relating to the use and disclosure of PHI received from COUNTY, or created or received by the
CONTRACTOR on behalf of COUNTY, available to the United States Department of Health and Human
Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation reviews
conducted by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR’s
normal business hours, however, upon exigent circumstances access at any time must be granted. Upon
the Secretary’s compliance or investigation review, if PHI is unavailable to CONTRACTOR and in
possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
I. Safeguards
CONTRACTOR shall implement administrative, physical, and technical safeguards
as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately
protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates, receives,
maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use, disclosure,
or breach of PHI other than as provided for by this MOU. CONTRACTOR shall conduct an accurate and
thorough assessment of the potential risks and vulnerabilities to the confidential, integrity and availability of
electronic PHI. CONTRACTOR shall develop and maintain a written information privacy and security
program that includes administrative, technical and physical safeguards appropriate to the size and
complexity of CONTRACTOR’s operations and the nature and scope of its activities. Upon COUNTY’s
request, CONTRACTOR shall provide COUNTY with information concerning such safeguards.
CONTRACTOR shall implement strong access controls and other security
safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the following
administrative and technical password controls for all systems used to process or store confidential,
personal, or sensitive data:
1) Passwords must not be:
a. Shared or written down where they are accessible or recognizable by
anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area;
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b. A dictionary word; or
c. Stored in clear text
2) Passwords must be:
a. Eight (8) characters or more in length;
b. Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d. Composed of characters from at least three (3) of the following four
(4) groups from the standard keyboard:
(1) Upper case letters (A-Z);
(2) Lowercase letters (a-z);
(3) Arabic numerals (0 through 9); and
(4) Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each workstation
or portable computing device (e.g., laptop computer) containing confidential, personal, or sensitive data:
1) Network-based firewall and/or personal firewall;
2) Continuously updated anti-virus software; and
3) Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic
media (including, but not limited to, compact disks and thumb drives) and on portable computing devices
(including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-mail
or other internet transport protocol unless the data is encrypted by a solution that has been validated by the
National Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption Standard
(AES) Algorithm. CONTRACTOR must apply appropriate sanctions against its employees who fail to
comply with these safeguards. CONTRACTOR must adopt procedures for terminating access to PHI when
employment of employee ends.
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J. Mitigation of Harmful Effects
CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach of
PHI by CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
CONTRACTOR must document suspected or known harmful effects and the outcome.
K. CONTRACTOR’s Subcontractors
CONTRACTOR shall ensure that any of its contractors, including subcontractors, if
applicable, to whom CONTRACTOR provides PHI received from or created or received by CONTRACTOR
on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that apply to
CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant provisions of
these provisions into each subcontract or sub-award to such agents or subcontractors..
L. Employee Training and Discipline
CONTRACTOR shall train and use reasonable measures to ensure compliance with
the requirements of these provisions by employees who assist in the performance of functions or activities
on behalf of COUNTY under this MOU and use or disclose PHI and discipline such employees who
intentionally violate any provisions of these provisions, including termination of employment.
M. Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by
CONTRACTOR, COUNTY shall either:
1) Provide an opportunity for CONTRACTOR to cure the breach or end the
violation and terminate this MOU if CONTRACTOR does not cure the breach or end the violation within the
time specified by COUNTY; or
2) Immediately terminate this MOU if CONTRACTOR has breached a material
term of these provisions and cure is not possible.
3) If neither cure nor termination is feasible, the COUNTY’s Privacy Officer shall
report the violation to the Secretary of the U.S. Department of Health and Human Services.
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N. Termination due to Change in Law
Either party may terminate this MOU immediately if any change of law or regulation,
or interpretation of existing law or regulation would: (i) make this MOU or a material portion of a party’s
performance under this MOU illegal; or (ii) make such party’s performance under this MOU impossible or
otherwise materially alter the intent of this MOU. Notwithstanding the foregoing, if such a change or
interpretation requires a material change to any term(s) of this MOU, or otherwise materially alters the intent
of this MOU, the parties will engage in good faith negotiations in an attempt to reach mutually agreeable
terms that comply with the changed law or regulation, or interpretation. If the parties are unable to come to
mutually agreeable terms, either party may thereafter terminate the MOU upon thirty (30) days’ prior written
notice to the other party.
O. Judicial or Administrative Proceedings
COUNTY may terminate this MOU in accordance with the terms and conditions of
this MOU as written hereinabove, if: (1) CONTRACTOR is found guilty in a criminal proceeding for a
violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a finding or stipulation that the
CONTRACTOR has violated a privacy or security standard or requirement of the HITECH Act, HIPAA or
other security or privacy laws in an administrative or civil proceeding in which the CONTRACTOR is a
party.
P. Effect of Termination
Upon termination or expiration of this MOU for any reason, CONTRACTOR shall
return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on behalf of
COUNTY) that CONTRACTOR still maintains in any form, and shall retain no copies of such PHI. If return
or destruction of PHI is not feasible, it shall continue to extend the protections of these provisions to such
information, and limit further use of such PHI to those purposes that make the return or destruction of such
PHI infeasible. This provision shall apply to PHI that is in the possession of subcontractors or agents, if
applicable, of CONTRACTOR. If CONTRACTOR destroys the PHI data, a certification of date and time of
destruction shall be provided to the COUNTY by CONTRACTOR.
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Q.Disclaimer
COUNTY makes no warranty or representation that compliance by CONTRACTOR
with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be adequate or satisfactory for
CONTRACTOR’s own purposes or that any information in CONTRACTOR’s possession or control, or
transmitted or received by CONTRACTOR, is or will be secure from unauthorized access, viewing, use,
disclosure, or breach. CONTRACTOR is solely responsible for all decisions made by CONTRACTOR
regarding the safeguarding of PHI.
R.Amendment
The parties acknowledge that Federal and State laws relating to electronic data
security and privacy are rapidly evolving and that amendment of these provisions may be required to
provide for procedures to ensure compliance with such developments. The parties specifically agree to
take such action as is necessary to amend this MOU in order to implement the standards and requirements
of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to the security or
privacy of PHI. COUNTY may terminate this MOU upon thirty (30) days written notice in the event that
CONTRACTOR does not enter into an amendment providing assurances regarding the safeguarding of
PHI that COUNTY in its sole discretion, deems sufficient to satisfy the standards and requirements of
HIPAA, the HIPAA regulations and the HITECH Act.
S.No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is
intended to confer, nor shall anything herein confer, upon any person other than COUNTY or
CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or liabilities
whatsoever.
T.Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The
parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in favor of
a meaning that complies and is consistent with HIPAA and the HIPAA regulations.
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U. Regulatory References
A reference in the terms and conditions of these provisions to a section in the HIPAA
regulations means the section as in effect or as amended.
V. Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
shall survive the termination or expiration of this MOU.
W. No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any one
or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall
prohibit enforcement of any obligation on any other occasion.
17. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent access,
viewing, use or disclosure of COUNTY data including sensitive or personal client information; abuse of
COUNTY resources; and/or disruption to COUNTY operations, individuals and/or agencies that enter into a
contractual relationship with COUNTY for the purpose of providing services under this MOU must employ
adequate data security measures to protect the confidential information provided to CONTRACTOR by
COUNTY, including but not limited to the following:
A. CONTRACTOR-Owned Mobile, Wireless, or Handheld Devices
CONTRACTOR may not connect to COUNTY networks via personally-owned
mobile, wireless or handheld devices, unless the following conditions are met:
1) CONTRACTOR has received authorization by COUNTY for telecommuting
purposes;
2) Current virus protection software is in place;
3) Mobile device has the remote wipe feature enabled; and
4) A secure connection is used.
B. CONTRACTOR-Owned Computers or Computer Peripherals
CONTRACTOR may not bring CONTRACTOR-owned computers or computer
peripherals into COUNTY for use without prior authorization from COUNTY’s Chief Information Officer
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and/or designee(s), including but not limited to mobile storage devices. If data is approved to be
transferred, data must be encrypted and stored on a secure server approved by COUNTY and transferred
by means of a Virtual Private Network (VPN) connection, or another type of secure connection. Said data
must be encrypted.
C.COUNTY-Owned Computer and Telecommunication Equipment
CONTRACTOR, or anyone having an employment relationship with the COUNTY,
may not use COUNTY computers, computer peripherals, or telecommunication equipment on non-County
premises without prior authorization from COUNTY’s Chief Information Officer and/or designee(s).
CONTRACTOR shall ensure that any COUNTY-owned computer and/or
telecommunication equipment checked out to a student be returned to COUNTY upon completion of
student’s assignment.
CONTRACTOR shall acknowledge that students will be responsible for all
COUNTY-owned computer and/or telecommunications equipment checked out to them. CONTRACTOR’s
students will be required to sign an acknowledgment statement that COUNTY-owned equipment may only
be used for COUNTY-approved functions, they will be responsible to transport and return the equipment in
the same condition it was checked out, and they will be personally responsible for any damages or loss of
said equipment.
D.CONTRACTOR may not store COUNTY’s private, confidential or sensitive data on
any hard-disk drive, portable storage device, or remote storage installation unless encrypted.
E.CONTRACTOR shall be responsible to employ strict controls to ensure the integrity
and security of COUNTY’s confidential information and prevent unauthorized access, viewing, use, or
disclosure of data maintained in computer files, program documentation, data processing systems, data
files, and data processing equipment which stores or processes COUNTY data internally and externally.
F.Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128 BIT
or higher. Additionally, a password or pass phrase must be utilized.
G.CONTRACTOR is responsible to immediately notify COUNTY of any violations,
breaches or potential breaches of security related to COUNTY’s confidential information, data maintained in
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computer files, program documentation, data processing systems, data files and data processing
equipment which stores or processes COUNTY data internally or externally.
H.COUNTY shall provide oversight to CONTRACTOR’s response to all incidents
arising from a possible breach of security related to COUNTY’s confidential client information provided to
CONTRACTOR. CONTRACTOR will be responsible to issue any notification to affected individuals as
required by law or as deemed necessary by COUNTY in its sole discretion. CONTRACTOR will be
responsible for all costs incurred as a result of providing the required notification.
18.NON-DISCRIMINATION
During the performance of this MOU, CONTRACTOR and its subcontractors shall not
deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex,
gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor
shall they discriminate unlawfully against any employee or applicant for employment because of race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender identity, gender expression, age, sexual orientation, or
military and veteran status.
19.CONTRACTOR shall ensure that the evaluation and treatment of employees and
applicants for employment are free of such discrimination. CONTRACTOR and its subcontractors shall
comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12800 et seq.), the
regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article
9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §11135-11139.5), and the
regulations or standards adopted by the awarding state agency to implement such article.
CONTRACTOR shall permit access by representatives of the Department of Fair Employment and
Housing and the awarding state agency upon reasonable notice at any time during the normal business
hours, but in no case less than twenty-four (24) hours notice, to such of its books, records, accounts,
and all other sources of information and its facilities as said department or agency shall require to
ascertain compliance with this clause. CONTRACTOR shall give written notice of their obligations
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under this clause to labor organizations with which they have a collective bargaining or other agreement.
(See Cal. Code Regs., tit. 2, §11105.) CONTRACTOR shall include the non-discrimination and
compliance provisions of this clause in all subcontracts to perform work under this MOU.ELECTRONIC
SIGNATURE:
The parties agree that this MOU may be executed by electronic signature as
provided in this section. An “electronic signature” means any symbol or process intended by an
individual signing this MOU to represent their signature, including but not limited to (1) a digital
signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
and transmitted (for example by PDF document) of a handwritten signature. Each electronic
signature affixed or attached to this MOU (1) is deemed equivalent to a valid original handwritten
signature of the person signing this MOU for all purposes, including but not limited to evidentiary
proof in any administrative or judicial proceeding, and (2) has the same force and effect as the
valid original handwritten signature of that person. The provisions of this section satisfy the
requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction
Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a
digital signature represents that it has undertaken and satisfied the requirements of Government
Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party
may rely upon that representation. This MOU is not conditioned upon the parties conducting the
transactions under it by electronic means and either party may sign this MOU with an original
handwritten signature.
20.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the MOU, the CONTRACTOR changes its
status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this MOU. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a
party and in which one or more of its directors has a material financial interest. Members of
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CONTRACTOR’s Management shall disclose any self-dealing transactions that they are a party to by
completing and signing a “Self-Dealing Transaction Disclosure Form”, attached hereto as Exhibit B and
incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-
dealing transaction or immediately thereafter.
21.ENTIRE MOU
This MOU, including all Exhibits, constitutes the entire MOU between the CONTRACTOR
and COUNTY with respect to the subject matter hereof and supersedes all previous MOU negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this MOU.
Exhibit A Hepatitis B Vaccine Declination Form
Exhibit B Self-Dealing Transaction Disclosure Form
1 IN WITNESS WHEREOF, the parties hereto have executed this MOU as of the day and
2 year first hereinabove written .
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CONTRACTOR
California Health Sciences University,
LLC
By :/~~
Print Name : ~ 6j4MDJb
Title: ~/c_c~ CJF='V~/
College of Pharmacy, Dean
By:~~
Pri &me~a &h<Mf U e2
Title : Crt)
Secretary of Corporation ,
Or, any Assistant Secretary, or
Chief Financial Officer, or
Any Assistant Treasurer
Mailing Address :
120 N Clovis Ave
Clovis, CA 93612
Phone: (559) 325-3600
COUNTY ~F f RES NO
By vri~
Brian Pacheco , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By :_-~~~--~--
Deputy
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
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Exhibit A
HEPATITIS B VACCINE DECLINATION
I understand that due to my occupational exposure to blood or other potentially infectious
materials, I may be at risk of acquiring Hepatitis B virus (HBV) infection. I have been given
the opportunity to be vaccinated with Hepatitis B vaccine; however, I decline Hepatitis B
vaccination at this time. I understand that by declining this vaccine, I continue to be at risk
of acquiring Hepatitis B, a serious disease.
_____________________ _____________________ _____________________
PRINT NAME JOB TITLE DEPARTMENT
____________________________ ____________________________
SIGNATURE DATE
***If I continue to have occupational exposure to blood and other potentially infectious
material, I understand that I have the option to receive the Hepatitis B vaccination series at
a later date.
Exhibit B
Page 1 of 2
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members
of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any
self-dealing transactions that they are a party to while providing goods, performing services, or both
for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit B
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to)
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a)
(5) Authorized Signature
Signature: Date: