HomeMy WebLinkAboutAgreement A-19-311 with Regents of the UC.pdfAgreement No . 19-311
AGREEMENT 1
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THIS AGREEMENT (the "Agreement") is made and entered into this 9th day of
-~J~u~ly ____ , 2019 , by and between the COUNTY OF FRESNO , a Po litical Subdiv ision of the
4 State of California , hereinafter referred to as "COUNTY", and THE REGENTS OF THE UNIVERSITY
5 OF CALIFORNIA, on behalf of the UNIVERSITY OF CALIFORNIA, SAN FRANCISCO (UCSF)
6 SCHOOL OF MEDICINE-FRESNO MEDICAL EDUCATION PROGRAM, a Californ ia Constitutional
7 Corporation, whose address is 155 North Fresno Street, Fresno , California 93701 , hereinafter
8 referred to as "SCHOOL" (collectively the "parties ").
9 W I T N E S S E T H:
1 O WHEREAS , SCHOOL conducts the Long itudinal Integrated Fresno Experience (LIFE)
1 1 program , which is a fully integrated clinical clerkship designed to address the core competencies for
12 Family and Community Medicine , Internal Medicine, Neurology and Psychiatry provided for UCSF
13 third year medical students (hereafter collectively referred to as "STUDENTS") and desires access to
14 facilities in which its STUDENTS can obtain broader clinical learning experiences ; and
15 WHEREAS, COUNTY maintains facilities which can be used to furnish clinical learn ing
1 6 experiences to STUDENTS and desires to have said facilities so used ; and
1 7 WHEREAS , the Liaison Committee on Medical Education ("LCME ") establishes and oversees
18 the requirements for the education of medical students ; and
19 WHEREAS , it is in the mutual interest and benefit of the parties that STUDENTS obta in their
2 O clinical experience at COUNTY's facilities in accordance with the requirements of LCME.
21 NOW , THEREFORE , in consideration of their mutual covenants and conditions , the parties
2 2 hereto agree as follows :
1. RESPONSIBILITIES OF SCHOOL
SCHOOL shall:
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25 A. Establish the educational goals and objectives of its LIFE clinical experience
2 6 program in a manner consistent w ith the standards and requirements set forth by SCHOOL and the
2 7 requirements of LCME . Such goals and objectives shall reflect SCHOO L's commitment to providing
2 8 the highest quality in education and training programs to STUDENTS .
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B. Ensure that its LIFE clinical experience program provides appropriate
supervision for all STUDENTS, as well as a duty hours schedule and work environment that is
consistent with proper patient care, the educational needs and physical and emotional well-being of
STUDENTS, and the applicable requirements of the LCME.
C. Recruit and select STUDENTS who are appropriately credentialed, licensed, or
otherwise authorized to participate in SCHOOL’s LIFE clinical experience program(s) which is the
subject of this Agreement (hereafter referred to as “Program”).
D. SCHOOL shall designate a member of SCHOOL’s faculty to provide
coordination, oversight and direction of STUDENTS' educational activities and assignments while at
COUNTY’s facilities (hereafter “Program Director” or “SCHOOL’s Program Director”). The Program
Director shall also act as liaison with COUNTY. During the period in which a STUDENT is assigned to
the COUNTY, the STUDENT shall be under the ultimate direction and control of the SCHOOL’s
Program Director or, in the Program Director's absence, his/her designee(s).
E. Cooperate with COUNTY in coordinating and reviewing work schedules of
STUDENTS while at COUNTY. The parties agree that such schedules shall reflect SCHOOL’s
educational mission and shall not be compromised by an excessive reliance on STUDENTS to fulfill
institutional service obligations.
F. Ensure, in cooperation with COUNTY, that STUDENTS assume progressively
increasing responsibility according to their levels of education, ability, and experience. SCHOOL shall
determine the appropriate level of responsibility accorded to each STUDENT.
G. Provide the names of STUDENTS and their assignments to COUNTY
sufficiently in advance to allow for convenient planning of duty schedules.
H. Develop and implement a mechanism for determining evaluation of the
performance of STUDENTS to include, where appropriate, input from COUNTY.
I. Maintain records and reports concerning the education of STUDENTS and of
STUDENTS' time spent in the various educational activities referred to in this Agreement, as may be
required by SCHOOL, LCME and/or for compliance with the regulations, guidelines, and policies of
third-party payors.
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J. Require assigned STUDENTS to:
1. Comply with: COUNTY’s applicable Medical Staff Bylaws & Rules and
Regulations; COUNTY’s policies, procedures and guidelines; state and federal laws and regulations;
the standards and regulations of The Joint Commission ("TJC") and the LCME; and the ethical
standards of the American Medical Association;
2. Participate, to the extent scheduled or otherwise requested by COUNTY
and approved by SCHOOL, in activities and assignments that are of educational value and that are
appropriate to the course and scope of SCHOOL’s Program, consistent with the requirements of the
LCME;
3. Participate, consistent with the terms of this Agreement, in quality
assurance and risk management activities of COUNTY designed to identify, evaluate and reduce risk
of patient injury;
4. Cooperate in the timely preparation and maintenance of a complete
medical record for each patient in whose care STUDENTS participate, on forms provided by the
COUNTY. The medical record shall, at all times, remain the property of the COUNTY.
5. Submit to SCHOOL the following:
a. Proof of immunization or positive serology (titer) for rubella, measles,
mumps, and varicella;
b. Evidence of Hepatitis B either positive antibody titers or immunization;
c. Annual proof of negative tuberculosis testing by PPD skin test. Any
STUDENT who has a positive PPD skin test will be required to provide
SCHOOL with evidence of a negative chest x-ray report taken within one
(1) year of his/her initial date of participation in the Program.
Upon COUNTY request, SCHOOL will inform each STUDENT to submit
copies of said documentation to COUNTY.
K. Upon request, provide COUNTY with a copy of SCHOOL’s corporate
compliance program and UCSF Campus Code of Conduct (see http://compliance.ucsf.edu/) and
assign a SCHOOL representative to work with COUNTY regarding any corporate compliance issues.
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COUNTY acknowledges and agrees that all SCHOOL faculty and STUDENTS must comply with the
requirements of SCHOOL’s corporate compliance program.
L. SCHOOL will monitor the clinical learning environment and will engage
COUNTY in addressing negative influences in the learning environment where detected.
2. RESPONSIBILITIES OF COUNTY
COUNTY shall:
A. Maintain adequate staff, facilities, and SCHOOL faculty at COUNTY locations
covered by this Agreement to meet the educational goals and objectives of the SCHOOL's Program,
and in a manner consistent with the standards and requirements established by SCHOOL and the
LCME. A list of COUNTY’s sites(s) that are provided for under this Agreement is attached hereto and
incorporated herein as Exhibit A. It is expressly agreed and understood by SCHOOL and COUNTY
that STUDENTS are present at the COUNTY’s facilities to participate in activities and assignments
that are of educational value to STUDENTS, and that are appropriate to the course and scope of
SCHOOL's Program and consistent with applicable Program and LCME requirements.
B. Structure on-call schedules for supervising faculty at COUNTY’s facilities in a
manner that assures the Program Director that faculty supervision is readily available to STUDENTS.
C. Provide services and develop systems to minimize the work of STUDENTS that
is extraneous to their educational program.
D. Ensure that SCHOOL faculty, who are supervising medical STUDENTS at
COUNTY facilities where medical staff privileges are required, obtain and maintain medical staff
privileges at COUNTY’s facilities.
E. Ensure that COUNTY physicians, who are supervising medical STUDENTS at
COUNTY facilities where medical staff privileges are required, obtain and maintain medical staff
privileges at COUNTY’s facilities. COUNTY’s physicians who are supervising medical students at
COUNTY’s facilities must qualify for, obtain and maintain a faculty appointment with SCHOOL in
accordance with SCHOOL’s academic review and appointment procedures. During the period in
which STUDENT is assigned to the COUNTY, the STUDENT shall be under the ultimate direction
and control of the SCHOOL’s Program Director or, in the Program Director’s absence, his/her
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designee(s).
F. Ensure that COUNTY clinicians who are supervising STUDENTS at COUNTY
facilities are duly appointed as COUNTY employees, and are appropriately credentialed and/or
licensed in compliance with LCME standards. Supervisory clinicians at COUNTY's facilities who
supervise and manage STUDENTS' work shall do so under the ultimate direction of the School's
Program Director.
G. Cooperate with SCHOOL to ensure that STUDENTS assume progressively
increasing and appropriate responsibility in accordance with their levels of education, ability, and
experience.
H. Conduct formal quality assurance programs and review patient complications
and deaths as follows:
1. All STUDENTS shall receive instruction in appropriate quality
assurance/performance improvement. To the extent possible and in conformance with state law,
STUDENTS shall participate in appropriate components of COUNTY’s quality
assurance/performance improvement program.
2. COUNTY shall have a medical records system that assures the
availability of medical records at all times and documents the course of each patient’s illness and
care. The medical records system must be adequate to support the education of STUDENTS and
quality-assurance/performance improvement activities, and to provide a resource for scholarly
activity.
I. Designate, in consultation with SCHOOL, an employee of COUNTY to
coordinate STUDENTS' duty schedules and activities while at COUNTY’s sites (hereafter “Site
Director”). The Site Director shall also act as liaison(s) with SCHOOL. Upon execution of this
Agreement, the name of COUNTY’s Site Director shall be provided to SCHOOL’s Program Director.
J. Implement duty schedules for STUDENTS in conjunction with SCHOOL’s
Program Director and in accordance with SCHOOL’s educational goals and objectives and the
applicable requirements of the Program and LCME, as follows:
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1. COUNTY shall promote the Program’s educational goals by ensuring
that STUDENTS’ learning objectives are not compromised by excessive reliance on STUDENTS to
fulfill institutional service obligations. The parties acknowledge and agree, however, that duty hours
must reflect the fact that responsibilities for continuing patient care are not automatically discharged
at specific times. The Program must ensure that STUDENTS are provided appropriate backup
support when patient care responsibilities are especially unusual, difficult or prolonged.
2. COUNTY shall ensure that STUDENT duty hours and on-call time
periods are not excessive. The structuring of duty hours and on-call schedules shall ensure a work
environment that is consistent with proper patient care, the educational needs and physical and
emotional well-being of STUDENTS, and the applicable requirements of the Program and LCME.
K. Protect the health and safety of STUDENTS on rotation at COUNTY’s facilities
by providing each STUDENT with the following:
1. Orientation of the type and scope provided by COUNTY to its new
employees, including, but not limited to, information about COUNTY’s security measures, fire safety
and disaster protocols, and any additional recommended personnel safety and security precautions;
2. Instruction in COUNTY’s policies and procedures for infection control,
including the handling and disposal of needles and other sharp objects, and in COUNTY’s protocols
for on-the-job injuries including those resulting from needlestick injuries and other exposures to blood
or body fluids or airborne contaminants;
3. First aid and other emergency treatment on-site, including, but not
limited to, immediate evaluation for risk of infection and appropriate follow-up care of STUDENT in
the event of a needlestick injury to or other exposure of STUDENT to blood or body fluids or airborne
contaminants. In the case of suspected or confirmed exposure to the human immuno-deficiency virus
(HIV) or hepatitis, such follow-up care shall be consistent with the current guidelines of the Centers
for Disease Control (“CDC”) and the community’s standard of care. The initial care and administration
of testing and prophylactic therapy shall be paid for by COUNTY. Subsequent care shall be paid for
pursuant to the mutual agreement of the parties; and
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4. Information concerning availability of parking, meals, lockers, and
appropriate access to on-call rooms and bathroom/shower facilities.
L. Maintain required State Site Certification for all COUNTY facilities utilized under
this Agreement and comply with all applicable laws, regulations, The Joint Commission (TJC), and
LCME requirements. COUNTY shall notify SCHOOL within five days of receipt of notice that
COUNTY is not in compliance with any such laws, regulations, TJC and/or LCME requirements.
M. Permit inspection of its clinical and related facilities by individuals charged with
the responsibility for accreditation of SCHOOL and/or its educational programs.
N. With respect to any professional services performed by STUDENTS under this
Agreement, COUNTY shall notify SCHOOL and its Program Director(s) as follows:
1. Immediately upon initiation of an investigation of a STUDENT or
SCHOOL faculty member.
2. Within five (5) days after receipt of service of a complaint, summons or
notice of a claim naming a STUDENT or SCHOOL faculty member.
3. Prior to making or accepting a settlement offer in any lawsuit or legal
claim in which a SCHOOL faculty member or STUDENT has been named or in which a settlement is
being proposed on their behalf; or
4. Prior to making a report to the National Data Bank, the Medical Board of
California, or the California Board of Psychology in which a SCHOOL faculty member or STUDENT is
named.
O. Provide:
1. Patient support services, such as intravenous services, phlebotomy
services, and laboratory services, as well as messenger and transporter services, in a manner
appropriate to and consistent with educational objectives and patient care.
2. An effective laboratory, and radiologic information retrieval system
appropriate for the conduct of the clinical experience programs and provision of quality and timely
patient care.
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3.Appropriate security measures to protect STUDENTS in all locations,
including but not limited to, parking facilities, on-call quarters, hospital and institutional grounds, and
related clinical facilities (e.g., medical office building).
P.Cooperate with and assist SCHOOL in investigating facts, which may serve as a
basis for taking any disciplinary or academic action against a STUDENT, SCHOOL faculty member
and/or SCHOOL employee. SCHOOL shall be responsible for the discipline of STUDENTS,
SCHOOL faculty members and/or SCHOOL employees in accordance with SCHOOL’s applicable
policies and procedures. SCHOOL may, but need not, consult with COUNTY concerning any
proposed disciplinary action. COUNTY agrees to abide by SCHOOL's recommended disciplinary
action.
Notwithstanding the foregoing, COUNTY shall have the right, for good cause and after
consultation with SCHOOL, to prohibit further attendance at COUNTY of any STUDENT; provided,
however, that COUNTY will not take any action against STUDENTS in an arbitrary or capricious
manner. Upon such termination, SCHOOL will use its best efforts to replace the terminated
STUDENT with another STUDENT as soon as possible.
Q.Upon request, COUNTY shall provide SCHOOL with a copy of COUNTY’s
corporate compliance program or any such plan or program that describes COUNTY’s plan for
ensuring ethical and legal compliance with all federal and state laws. COUNTY shall not require any
SCHOOL faculty or STUDENT to conduct his/her professional behavior in a manner that would
contradict the requirements of SCHOOL’s corporate compliance program.
R. The COUNTY will provide a learning environment that promotes the
development of professional competencies of STUDENTS. The COUNTY will regularly assess the
learning environment to identify positive and negative influences on the maintenance of professional
standards and conduct, and develop appropriate mechanisms for addressing negative influences in
the learning environment.
3.TERM
This Agreement shall become effective retroactive to the 1st day of August, 2018, and
shall terminate on the 30th day of June, 2023, or until earlier terminated.
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4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, 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, or this
Agreement terminated at any time by giving the SCHOOL thirty (30) days advance written notice.
B. Breach of Contract - Either party may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the terminating party there is:
1) A failure to comply with any term of this Agreement;
2) A substantially incorrect or incomplete report submitted to COUNTY.
3) Improperly performed service.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by SCHOOL or COUNTY or COUNTY’s DBH Director, or designee,
upon the giving of sixty (60) days advance written notice of an intention to terminate.
5. COMPENSATION
The medical program conducted pursuant to the terms and conditions of this
Agreement shall be performed without the payment of any monetary consideration by SCHOOL or
COUNTY, one to the other, or by or to any STUDENT participating in said medical program.
6. INDEPENDENT SCHOOL
In performance of the work, duties, and obligations assumed by SCHOOL under this
Agreement, it is mutually understood and agreed that SCHOOL, including any and all of SCHOOL’s
students, instructors, faculty, officers, agents, and employees will at all times be acting and
performing as an independent SCHOOL, and shall act in an independent capacity and not as an
officer, agent, servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore,
COUNTY shall have no right to control or supervise or direct the manner or method by which
SCHOOL shall perform its work and function. However, COUNTY shall retain the right to administer
this Agreement so as to verify that SCHOOL is performing its obligations in accordance with the
terms and conditions thereof. SCHOOL and COUNTY shall comply with all applicable provisions of
applicable law and the rules and regulations, if any, of governmental authorities having jurisdiction
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over matters which are directly or indirectly the subject of this Agreement.
Because of its status as an independent SCHOOL, SCHOOL, its instructors, employees
and students, shall have absolutely no right to employment rights and benefits available to COUNTY
employees. SCHOOL shall be solely liable and responsible for providing to, or on behalf of, its
employees all legally-required employee benefits. In addition, SCHOOL shall be solely responsible
and save COUNTY harmless from all matters relating to payment of SCHOOL’s employees, including
compliance with Social Security, withholding, and all other regulations governing such matters. As
between COUNTY and SCHOOL, should the students be deemed employees, by any governmental
or regulatory body, the students shall be the employees of SCHOOL. It is acknowledged that during
the term of this Agreement, SCHOOL may be providing services to others unrelated to COUNTY or to
this Agreement.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
8. NON-ASSIGNMENT
Neither party shall assign, transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9. HOLD-HARMLESS
A. SCHOOL shall defend, indemnify and hold COUNTY, its officers, employees
and agents harmless from and against any and all liability, loss, expense (including reasonable
attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but
only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury
or damages are caused by or result from the negligent or intentional acts or omissions of SCHOOL,
its officers, employees, agents, or STUDENTS.
B. COUNTY shall defend, indemnify and hold SCHOOL, its officers, employees,
agents, and STUDENTS harmless from and against any and all liability, loss, expense (including
reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this
Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or
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claims for injury or damages are caused by or result from the negligent or intentional acts or
omissions of COUNTY, its officers, employees, or agents.
10. INSURANCE
Each party, at its sole cost and expense, shall insure or self-insure its activities in
connection with this Agreement and obtain, keep in force and maintain insurance or self-insurance as
follows:
1. Professional Medical, and Hospital Liability Insurance with financially-sound and
reputable companies, or self-insurance, with minimum limits of five million ($5,000,000) per
occurrence and a general aggregate of ten million dollars ($10,000,000). If such insurance is written
on a claims-made form, it shall continue for five (5) years following termination of this Agreement.
The insurance shall have a retroactive date prior to or coinciding with the effective date of this
Agreement and a deductible of no more than five hundred thousand dollars ($500,000). In the event
that a claims-made policy is canceled or non-renewed, extended reporting (tail) coverage shall be
obtained for the remainder of the five (5) year period.
2. Comprehensive or Commercial Form General Liability Insurance or self-
insurance with minimum limits of (1) $1,000,000 each occurrence; (2) $1,000,000 Personal and
Advertising Injury; and (3) $5,000,000 General Aggregate. If such insurance is written on a claims-
made form, it shall continue for five years following termination of this Agreement. The insurance
shall have a retroactive date prior to or coinciding with the effective date of this Agreement.
3. Comprehensive Automobile Liability Insurance or self-insurance with limits for
bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of not less than Fifty
Thousand Dollars ($50,000), or such coverage with a combined single limit of Five Hundred
Thousand Dollars ($500,000). Coverage should include owned and non-owned vehicles used in
connection with this Agreement.
4. A policy of Worker’s Compensation Insurance as may be required by the
California Labor Code.
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5. Both parties shall have either separate policies or an umbrella policy with
endorsements covering Child Abuse/Molestation and Social Services Liability coverage or have a
specific endorsement on their General Commercial liability policy covering Child Abuse/Molestation
and Social Services Liability. The policy limits for these policies shall be One Million Dollars
($1,000,000) per occurrence with a Two Million Dollars ($2,000,000) annual aggregate. The policies
are to be on a per occurrence basis.
6. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to duties and
obligations undertaken by both parties in this agreement 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.
7. Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the parties against other insurable risks relating to
performance. It should be expressly understood, however, that the coverages required under this
Section shall not in any way limit the liability of the insured party.
In the event either party fails to keep in effect at all times insurance coverage as
herein provided, the other party may, in addition to other remedies it may have, suspend or terminate
this Agreement upon the occurrence of such event.
11. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
COUNTY and SCHOOL each consider and represent themselves as covered entities
as defined by the U.S. Health Insurance Portability and Accountability Act of 1996, Public Law 104-
191 (HIPAA) and agree that any use and disclosure of Protected Health Information (PHI) shall be in
compliance with applicable law.
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COUNTY and SCHOOL acknowledge that the exchange of PHI between them is only
for treatment, payment, and health care operations.
COUNTY and SCHOOL intend to protect the privacy and provide for the security of PHI
shared pursuant to the Agreement in compliance with HIPAA, the Health Information Technology for
Economic and Clinical Health Act, Public Law 111-005 (HITECH), and regulations promulgated
thereunder by the U.S. Department of Health and Human Services (HIPAA Regulations) and other
applicable laws.
To the extent applicable, SCHOOL and COUNTY agree to comply with the HIPAA
Regulations, including those set forth in as set forth in, but not limited to, Title 45, Sections
164.314(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations.
12. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
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 the COUNTY for the purpose of student training activities under this
Agreement must employ adequate data security measures to protect the confidential information
provided to the SCHOOL by the COUNTY, including but not limited to the following:
A. SCHOOL-Owned Mobile, Wireless, or Handheld Devices
SCHOOL will advise STUDENTS that STUDENTS may not connect to COUNTY
networks via personally-owned mobile, wireless or handheld devices except: 1) when authorized by
COUNTY for telecommuting purposes; 2) if virus protection software currency agreements are in
place; and 3) if a secure connection is used.
B. SCHOOL-Owned Computers or Computer Peripherals
SCHOOL will advise STUDENTS that STUDENTS may not bring SCHOOL-
owned computers or computer peripherals into the COUNTY for use without prior authorization from
the COUNTY’s Chief Information Officer, or designee(s), including but not limited to mobile storage
devices. If approved to be transferred, data must be stored on a secure server approved by the
COUNTY and transferred by means of a virtual private network (VPN) connection or another type of
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secure connection. Said data must be encrypted.
C. COUNTY-Owned Computer Equipment
STUDENTS, or anyone having an employment relationship with the COUNTY,
may not use COUNTY computers or computer peripherals on non-COUNTY premises without prior
authorization from COUNTY’s Chief Information Officer, or designee(s).
D. STUDENTS 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. SCHOOL shall be responsible to employ strict controls to ensure the integrity
and security of the COUNTY’s confidential information and to 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. SCHOOL shall be responsible to immediately notify COUNTY of any violations
or breaches of security of which SCHOOL becomes aware related to COUNTY’s confidential
information, data maintained in 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 SCHOOL’s response to all incidents arising
from an actual breach of security related to COUNTY’s confidential client information provided to
SCHOOL; however, SCHOOL will be responsible to issue any notification to affected individuals to
the extent required by law. SCHOOL will be responsible for all actual costs incurred as a result of
providing said required notification to the extent that the breach was caused by SCHOOL’s failure to
adhere to the privacy, confidentiality, or data security provisions set forth herein.
13. NON-DISCRIMINATION
During the performance of this Agreement, neither party shall unlawfully discriminate
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against any employee or applicant for employment, or recipient of services, because of race, religious
creed, color, national origin, ancestry, physical disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or
veteran status, pursuant to all applicable State of California and Federal statutes and regulations.
14. SELF-DEALING TRANSACTION DISCLOSURE (FINANCIAL)
This provision is only applicable if the SCHOOL is operating as a corporation (a for-
profit or non-profit corporation) or if during the term of this Agreement, the SCHOOL changes its
status to operate as a corporation.
Members of the SCHOOL’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while SCHOOL is providing goods or performing services under
this Agreement. A self-dealing transaction shall mean a transaction to which the SCHOOL is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form (Exhibit B, which is attached hereto and
incorporated herein) and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter. The parties agree that the requirements of this section 14 shall
not apply to SCHOOL.
15. AUDITS AND INSPECTIONS
SCHOOL shall at any time during business hours, and as often as COUNTY may deem
necessary, make available to COUNTY for examination all of its records and data with respect to the
matters covered by this Agreement. SCHOOL shall, upon request by COUNTY, permit COUNTY to
audit and inspect all such records and data necessary to ensure SCHOOL compliance with the terms
of this Agreement. The above notwithstanding, COUNTY shall not be permitted to examine, audit, or
inspect STUDENTS’ academic or other education records.
16. NOTICES
The persons having authority to give and receive notices under this Agreement and
their addresses include the following:
///
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COUNTY SCHOOL
Director, County of Fresno Vice Dean for Education
Department of Behavioral Health Office of Medical Education
4441 E. Kings Canyon 533 Parnassus Avenue, St. U-80, Box 0710
Fresno, CA 93703 San Francisco, CA 94143
All notices between the COUNTY and SCHOOL provided for or permitted under this
Agreement 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 record of the completed
transmission. For all claims arising out of or related to this Agreement, nothing in this Section
establishes, waives, or modifies any applicable 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).
17. GOVERNING LAW
The parties agree, that for the purposes of venue, performance under this Agreement is
to be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
18. USE OF NAME
The parties agree that any use of the “UCSF,” or the “University of California” name or
other similar references to the University of California San Francisco, its physicians or facilities, shall
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be subject to the prior written approval of the Regents of the University of California in accordance
with the provisions of applicable law, including but not limited to California Education Code Section
92000.
19. PROFESSIONAL AND ADMINISTRATIVE RESPONSIBILITY
Pursuant to Title 22, Section 70713 of the California Code of Regulations, and to the
extent permitted by law and not inconsistent with other provisions of this Agreement, COUNTY shall
retain professional and administrative responsibility for the services rendered to its patients.
20. WAIVER
Waiver by either party of any breach of any provision of this Agreement or warranty of
representation herein set forth shall not be construed as a waiver of any subsequent breach of the
same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver
of such right. All rights and remedies provided for herein are cumulative.
21. INTERRUPTION OF SERVICE
Either party shall be excused from any delay or failure in performance hereunder
caused by reason of any occurrence or contingency beyond its reasonable control, including, but not
limited to, acts of God, acts of war, terrorism, fire, insurrection, labor disputes, riots, earthquakes, or
other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-
day basis for the time period equal to the period of such excusable interruption. In the event the
interruption of a party's services continues for a period in excess of thirty (30) days, the other party
shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other
party.
22. COOPERATION IN DISPOSITION OF CLAIMS
COUNTY and SCHOOL agree to cooperate with each other in the timely investigation
and disposition of audits, disciplinary actions and third-party liability claims arising out of any services
provided under this Agreement; provided, however, that nothing shall require either COUNTY or
SCHOOL to disclose any peer review documents, records or communications which are privileged
under Section 1157 of the California Evidence Code, under the Attorney-Client Privilege or under the
Attorney Work-Product Privilege. To the extent permissible at law and in accordance with the
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applicable institution policies, the parties shall notify one another as soon as possible of any adverse
event which may result in liability to the other party. The failure to provide notice shall not be deemed
a breach of the agreement, and such failure to do so shall not relieve the indemnifying party of its
indemnity obligations if such delay does not prejudice the defense thereof. It is the intention of the
parties to fully cooperate in the disposition of all such audits, actions or claims. Such cooperation
may include, but is not limited to, timely notice, joint investigation, defense, disposition of claims of
third parties arising from services performed under this Agreement, and making witnesses available;
provided, however only to the extent consistent with SCHOOL or COUNTY policies and only so long
as any personnel assistance by SCHOOL or COUNTY does not materially interfere with any
SCHOOL or COUNTY employee’s performance of his or her respective employment responsibilities.
SCHOOL shall be responsible for discipline of SCHOOL students and employees in accordance with
SCHOOL’s applicable policies and procedures. To the extent allowed by law, COUNTY and SCHOOL
shall have reasonable and timely access to the medical records, charts, and/or de-identified quality
assurance data of the other party relating to any claim or investigation related to services provided
pursuant to this Agreement; provided, however, that nothing shall require either COUNTY or
SCHOOL to disclose any peer review documents, records or communications which are privileged
under Section 1157 of the California Evidence Code, under the Attorney-Client Privilege or under the
Attorney Work-Product Privilege.
23. SEVERABILITY
If any non-material term, provision, covenant, or condition of this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.
24. ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between
SCHOOL and COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement. Any and all
exhibits attached hereto are incorporated herein by reference and made a part of this Agreement.
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written .
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SCHOOL:
REGENTS OF THE UNIVERSITY OF
CALIFORNIA, dba UNIVERSITY OF
CALIFORNIA, SAN FRANCISCO, SCHOOL
OF MEDICINE -FRESNO MEDICAL
6 . EDUCATION PROGRAM
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~~nz:~~
Assistant Dean of Undergraduate Medical Education
UCSF School of Medicine
11 Date : 0()-~ / l 0\
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Mail ing Address:
20 155N.FresnoSt.
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Fresno , CA 93701
Fund/Subclass :
Organization :
Account#:
28 E.G .
0001/10000
56302007
7295
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COUNTY OF FRESNO
By:_-=--~::::::--~~~
Nathan Magsig , Chairperson of t he
Board of Supervisors of the
County of Fresno
Date: ______ ')__.___-l\__.__--'-\ q~---
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors of the
County of Fresno
By: ,<1 u $0,40 ~s.bCI:-(l
Deputy
Date: ) -q -\ 9
COUNTY OF FRESNO
F resno, CA
Exhibit A
AFFILIATION AGREEMENT
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
COUNTY OF FRESNO, DEPARTMENT OF BEHAVIORAL HEALTH
EXHIBIT A
The County of Fresno facilities, made available by the County under this Agreement for the
SCHOOL’s Program, shall include, but not be limited to:
1. Children's Services - 3133 N. Millbrook, Fresno, CA 93703
2. Adult Services - 4441 E. Kings Canyon Rd., Fresno, CA 93702
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: