- Who may sign contracts on behalf of the UCLA Health System?
- What is the contracting entity for the UCLA Health System?
- What do I do if I receive a university-related subpoena or complaint (lawsuit)?
- I have a compliance concern, where should I report it?
- What are the restrictions regarding the use of the "UCLA" name?
- I am a faculty member and I'm interested in entering into a consulting relationship with an outside company. What do I need to know before signing my consulting agreement?
- What happens if I am sued in connection with university business?
- Does it matter if I have left university employment at the time I am sued?
- Can I retain outside counsel for a university matter?
- Who does the UCLA Health System Office of Legal Affairs represent?
- How do I request assistance from the UCLA Health System Office of Legal Affairs?
1. WHO MAY SIGN CONTRACTS ON BEHALF OF THE UCLA HEALTH SYSTEM?
The legal authority to bind the University resides exclusively with the Board of Regents and the Officers of The Regents of the University of California in accordance with the University's Bylaws and Standing Order 100. Specific responsibility and authority may be delegated in writing by the Board of Regents and the Officers to designated campus officers and administrators in accordance with University policy. Only those individuals who have been delegated the legal authority to negotiate and execute agreements by The Regents may sign contracts on behalf of the University. UCLA managers and administrative officers should ensure that they have the appropriate delegated authority before signing or approving any contracts on behalf of the University, and before committing any University resources. See a list of the UCLA delegations of authority.
2. WHAT IS THE CONTRACTING ENTITY FOR THE UCLA HEALTH SYSTEM?
"The Regents of the University of California" is the legal entity for contracts with the University, UCLA, and the UCLA Health System. The Regents of the University of California is a corporation established under the Constitution of the State of California and is charged with the duty under Section 9 of Article IX of the Constitution of the State of California to administer the University as a public trust. The legal name of the corporation is "The Regents of the University of California." The Articles of Incorporation for the University can be found at the UCLA Tax Services website.
Neither the Ronald Reagan UCLA Medical Center nor any of the other UCLA Health System licensed healthcare facilities or clinics are separate legal entities. They are all owned and operated by The Regents of the University of California. Accordingly, the name of the contracting party in all UCLA Health System contracts is The Regents of the University of California, followed by the specific operating division, as set forth in the following examples:
- The Regents of the University of California, a California constitutional corporation, on behalf of The University of California, Los Angeles
- The Regents of the University of California, a California constitutional corporation, on behalf of Ronald Reagan UCLA Medical Center
- The Regents of the University of California, a California constitutional corporation, on behalf of the David Geffen School of Medicine at UCLA
3. WHAT DO I DO IF I RECEIVE A UNIVERSITY-RELATED SUBPOENA OR COMPLAINT (LAWSUIT)?
Please go to "Service of Subpoenas and Other Legal Processes" page for information.
4. I HAVE A COMPLIANCE CONCERN. WHERE SHOULD I REPORT IT?
When an employee has a question about his or her responsibilities under the UCLA Health System Compliance Program or is reporting a potential or suspected violation, he or she should discuss the matter with his or her immediate supervisor(s), within the normal management reporting structure. If an employee does not feel comfortable discussing the issue with his or her supervisor, he or she should discuss the issue with a higher-level manager. If an employee is not comfortable communicating these matters within his or her normal organization structures, the employee can contact the UCLA Health System Chief Compliance Officer or the UCLA Compliance Hotline. The UCLA Health System does not permit any retaliation against individuals who raise compliance issues or concerns through any reporting mechanism.
Compliance Hotline
UCLA has established a toll-free 24-hour, 365-day a year Compliance Hotline at 1-800-296-7188 for individuals to report concerns or ask questions regarding potential violations of the UCLA Health System Compliance Program. This process should be utilized when employees are not comfortable communicating these matters within their normal organization structures. Calls to the Compliance Hotline are answered by trained professionals at an outside company. The purpose of the Compliance Hotline is to provide a way for individuals to report non-compliant activities, or raise concerns about behavior within the context of the UCLA Health System Compliance Program. Calls will not be recorded or traced, and callers can choose to remain anonymous if they prefer.
The UCLA Administrative Policies & Compliance Office is also available to assist in making reports of suspected improper governmental activity.
5. WHAT ARE THE RESTRICTIONS REGARDING THE USE OF THE "UCLA" NAME?
The name the "University of California," and variations on the name such as UCLA, are the property of the State of California. Permission of The Regents of the University of California is required to use the University's name (including campus names) for commercial or non-commercial purposes. According to Section 92000 of the California Education Code:
"(a) The name of the ‘University of California' is the property of the state. No person shall, without the permission of the Regents of the University of California, use this name or any abbreviation of it or any name of which these words are a part, in any of the following ways: (1) To designate any business, social, political, religious, or other organization, including but not limited to, any corporation, firm, partnership, associate, group, activity, or enterprise. (2) To imply, indicate or otherwise suggest that any such organization, or any product or service of such organization is connected or affiliated with, or is endorsed, favored, or supported by the University of California..."
In light of this restriction, advertising that displays or lists the University as a user of a product or service or as the source of information on which a commercial product, program, or publication is based is prohibited. This prohibition extends to advertising using any UCLA name, picture, landmark, building, or other indication.
Similarly, employees may not use the University's names or campus names, or their affiliation with the University in a manner which suggests or implies University support or endorsement of any activity or program. Employees may, however, use the University and campus names in making a true and accurate statement regarding their relationship with, or employment by, the University of California in the course of application for other employment or stating the employee's experience or qualifications.
Additional information regarding the restrictions on the use of the UCLA name and the approval process for exceptions to this policy are set forth in UCLA Policy 110, "Use of the University's Names, Seals and Trademarks".
6. I AM A FACULTY MEMBER AND I'M INTERESTED IN ENTERING INTO A CONSULTING RELATIONSHIP WITH AN OUTSIDE COMPANY. WHAT DO I NEED TO KNOW BEFORE SIGNING MY CONSULTING AGREEMENT?
Consulting agreements between UCLA faculty or employees and outside entities are personal agreements to which the University is not a party. Thus, it is the responsibility of a University employee to ensure that the terms of a consulting agreement do not conflict with the faculty member/employee's University duties, such as research and teaching obligations, and that the terms are consistent with University policies regarding disclosure and assignment of inventions to the University. Ideally, the faculty member/employee should talk with a personal attorney before executing an agreement with a non-UCLA entity, to ensure that his or her personal interests are protected and that the terms of the agreement do not conflict with his or her employment obligations to the University.
Additional information on outside consulting can be found in the "Guide to Faculty Consulting Activities and Consulting Agreements." In some cases the income from outside consulting must be deposited into the Health Sciences Compensation Plan. Additional information regarding income that must be deposited into the Health Sciences Compensation Plan can be found in the "Outside Income and Compensation Plan" guidance on the David Geffen School of Medicine at UCLA Dean's Office webpage.
7. WHAT HAPPENDS IF I AM SUED IN CONNECTION WITH UNIVERSITY BUSINESS?
Pursuant to the California Tort Claims Act, the University will provide you with defense in the event you are sued personally for acts and omissions arising out of or performed during the course and scope of, your employment by the University. You should contact the UCLA Health System Department of Risk Management if you have questions about such defense. Additional information can also be found in the University of California Policy on Professional Liability Insurance Coverage, BUS-9.
8. DOES IT MATTER IF I HAVE LEFT UNIVERSITY EMPLOYMENT AT THE TIME I AM SUED?
No, the University's defense and indemnification obligations depend upon whether the conduct at issue occurred in the course and scope of your employment, not whether you are employed by the University at the time of the lawsuit.
9. CAN I RETAIN OUTSIDE COUNSEL FOR A UNIVERSITY MATTER?
No. Retentions of outside counsel for the purpose of providing legal services are managed exclusively by the Office of the General Counsel in accordance with Regental Bylaw 21.2, through attorneys in Oakland, or on the campuses through either the Vice Chancellor for Legal Affairs or the UCLA Health System Office of Legal Affairs.
10. WHO DOES THE UCLA HEALTH SYSTEM OFFICE OF LEGAL AFFAIRS REPRESENT?
Attorneys in the UCLA Health System Office of Legal Affairs, who are also members of the University's Office of the General Counsel and the UCLA Office of Legal Affairs, represent the University (including the UCLA hospitals and clinics) as an institution. The University's attorneys also advise and represent University employees acting within the course and scope of their employment in matters concerning the University. They do not, however, advise or represent employees in their individual capacity or on personal matters not involving University business.
11. HOW DO I REQUEST ASSISTANCE FROM THE UCLA HEALTH SYSTEM OFFICE OF LEGAL AFFAIRS?
If you have an issue related to UCLA Health System business, please first discuss it with your supervisor. If you and your supervisor wish to consult an attorney for advice about the issue, please see the intake section of our website.
