HomeMy WebLinkAboutUnited Health Centers of the SJV - COVID-19 Testing - 2020 GRANT AGREEMENT BETWEEN
THE CITY OF FRESNO AND
UNITED HEALTH CENTERS OF THE SAN JOAQUIN VALLEY
REGARDING COVID = 19 TESTING
THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective
upon execution by both parties (the Effective Date ) , by and between the CITY OF
FRESNO (the CITY) , and UNITED HEALTH CENTERS OF THE SAN JOAQUIN
VALLEY ( GRANTEE ) , to provide COVID- 19 testing services .
RECITALS
WHEREAS , GRANTEE is a federally qualified health clinic in the business of
providing and processing COVID - 19 tests ; and
WHEREAS , the CITY is experiencing a second wave of COVID- 19 infections
which will result in Fresno County returning to " purple tier" status ; and
WHEREAS , The CITY , County , and community-based organizations have
identified a significant gap in COVID - 19 testing and wish to enter into this Agreement to
provide additional testing events focused on hot spot zip codes and the City' s most
vulnerable residents as identified by CITY and its collaborative partners ; and
WHEREAS , this program is a necessary expenditure occasioned by the COVID-
19 public health emergency , not accounted for in the CITY ' s budget as of March 27 ,
2020 ; and
WHEREAS , GRANTEE represents it desires to and is professionally and legally
capable of immediately implementing the program ; and
WHEREAS , GRANTEE acknowledges that grant funds being provided under this
Agreement will be derived from the CITY' s Coronavirus Relief Fund allocation under the
federal CARES Act (42 U . S . C . 801 et seq . ) and subject to the constraints set forth in the
CARES Act; and
WHEREAS , this Agreement will be administered for the CITY by its City
Manager or designee .
AGREEMENT
NOW, THEREFORE , in consideration of the foregoing and of the covenants ,
conditions , and premises hereinafter contained to be kept and performed by the
respective parties , it is mutually agreed as follows :
1 . Scope of Services . GRANTEE shall perform to the satisfaction of the
CITY the services described in Exhibit A, including all work incidental to , or necessary
to perform , such services even though not specifically described in Exhibit A .
2 . Grant Amount. CITY shall provide GRANTEE the amount not to exceed
$600 , 000 for the services described in Exhibit A , payable within 10 days of the
Effective Date . GRANTEE shall be afforded flexibility to allocate grant funds between
services and supplies to fulfill the intent of this Agreement , without further CITY
approval .
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3 . Term of Agreement and Time for Performance .
(a ) This Agreement shall be effective from the Effective Date through
December 30 , 2020 , subject to earlier termination in accordance with this Agreement.
The services as described in Exhibit A are to commence upon the Effective Date and
shall be completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A .
( b ) The parties understand and agree that pursuant to the CARES Act
(42 U . S . C . 801 ) , all Program funds must be expended or otherwise committed by
December 30 , 2020 . Program funds committed by December 30 , 2020 , may be
delivered in the usual course of business pursuant to CARES Act guidance issued by
the Department of Treasury . CITY and GRANTEE shall meet regularly to ensure all
funding will be awarded or otherwise committed by December 30 , 2020 . CITY reserves
the right to recoupment of, and GRANTEE acknowledges its obligation to repayment of,
Program funds not expended or otherwise committed by December 30 , 2020 .
( c) Notwithstanding the foregoing , if the Federal Government takes
action to extend the applicability of CARES Act funding beyond December 30 , 2020 ,
then this Agreement shall be automatically extended to February 28 , 2021 , subject to
any terms and conditions of the extension of CARES Act funding .
4 . Amendment to Increase or Decrease Scope of Services : The parties may
modify this Agreement to increase or decrease the scope of services or provide for the
rendition of services not required by this Agreement, which modification may include an
adjustment to GRANTEE ' s compensation . Any change in the scope of services must
be made by written amendment to the Agreement signed by an authorized
representative for each party . GRANTEE shall not be entitled to any additional
compensation if services are performed prior to a signed written amendment .
5 . Termination , Remedies and Force Maieure .
( a ) This Agreement shall terminate without any liability of the CITY or
to GRANTEE upon the earlier of: ( i ) GRANTEE filing for protection under the federal
bankruptcy laws , or any bankruptcy petition or petition for receiver commenced by a
third party against GRANTEE ; ( ii ) seven calendar days prior written notice with or
without cause by the CITY to GRANTEE ; ( iii ) the CITY' s non -appropriation of funds
sufficient to meet its obligations hereunder during any CITY fiscal year of this
Agreement , or insufficient funding for the Project ; or ( iv) expiration of this Agreement .
( b) Immediately upon any termination or expiration of this Agreement ,
GRANTEE shall ( i ) immediately stop all work hereunder ; ( ii ) immediately cause any and
all of its subcontractors to cease work ; and ( iii ) return to the CITY any and all unspent
funds and all properties and materials in the possession of GRANTEE that are owned
by the CITY . Subject to the terms of this Agreement , GRANTEE shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination . GRANTEE shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided .
(c) In the event of termination due to failure of GRANTEE to
satisfactorily perform in accordance with the terms of this Agreement , the CITY may
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withhold an amount that would otherwise be payable as an offset to , but not in excess
of, the CITY' s damages caused by such failure . In no event shall any payment by the
CITY pursuant to this Agreement constitute a waiver by the CITY of any breach of this
Agreement which may then exist on the part of the GRANTEE , nor shall such payment
impair or prejudice any remedy available to the CITY with respect to the breach .
(d ) Upon any breach of this Agreement by the GRANTEE , the CITY
may ( i ) exercise any right, remedy ( in contract , law or equity) , or privilege which may be
available to it under applicable laws of the State of California or any other applicable
law ; ( ii ) proceed by appropriate court action to enforce the terms of the Agreement ;
and/or ( iii) recover all direct , indirect , consequential , economic , and incidental damages
for the breach of the Agreement . If it is determined that the CITY improperly terminated
this Agreement for default, such termination shall be deemed a termination for
convenience .
(e ) GRANTEE shall provide the CITY with adequate written
assurances of future performance , upon the Administrator' s request , in the event
GRANTEE fails to comply with any terms or conditions of this Agreement .
(f) GRANTEE shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of GRANTEE and without its
fault or negligence such as , acts of God or the public enemy , acts of the CITY in its
contractual capacity , fires , floods , epidemics , quarantine restrictions , strikes , unusually
severe weather , and delays of common carriers . GRANTEE shall notify the CITY in
writing as soon as it is reasonably possible after the commencement of any excusable
delay , setting forth the full particulars in connection therewith , and shall remedy such
occurrence with all reasonable dispatch , and shall promptly give written notice to the
Administrator of the cessation of such occurrence .
6 . Data Sharing : Confidentiality . GRANTEE shall fully and timely participate
in data sharing with the CITY , County of Fresno , and other entities under contract with
the CITY concerning COVID- 19 test results and contact tracing . Notwithstanding the
foregoing , the Parties to this Agreement agree to comply with the applicable sections of
any appropriate statute and/or requirement to assure that :
(a ) All applications and individual records related to services provided
under this Agreement , including eligibility for services , enrollment , and referral shall be
confidential and shall not be open to examination for any purpose not directly connected
with the delivery or evaluation of such services .
( b) No person will publish or disclose , use , or permit to be published ,
disclosed , or used , any confidential information pertaining to applicants , participants , or
students overall .
( c) Each of the parties will agree to abide by the current confidentiality
provisions of respective statutes and shall share information necessary for the
administration of the program including accountability . To the extent allowable and in
accordance with each of the parties governing state and /or federal laws and regulations ,
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parties , therefore , agree to share client information necessary for provision of services
and accountability .
(d ) Any information deemed confidential under state or federal law
provided to or developed by any of the parties in the performance of the duties
described in this Agreement shall be kept confidential and shall not be made available
to any individual or organization without the approval of all parties ; however , the parties
shall make administrative , fiscal , program and participant records available as required
by law for audit purposes to assit in the performance of state/federal responsibilities .
The parties understand that CITY is a public entity subject to the terms of the California
Public Records Act and FOIA , and nonprivileged , nonconfidential information may be
subject to disclosure .
(e ) Parties shall notify remaining parties promptly of any unauthorized
possession , use , knowledge or attempt thereof, of any other parties data files or other
confidential information and shall promptly furnish to those parties full details of the
unauthorized release of such confidential information and shall assist with the
investigation or prevention of the further release of such information .
(f) All services described in this Agreement will be delivered in
compliance with HIPAA .
7 . Professional Skill . It is further mutually understood and agreed by and
between the parties hereto that inasmuch as GRANTEE represents to the CITY that
GRANTEE and its subcontractors , if any , are skilled in the profession and shall perform
in accordance with the standards of said profession necessary to perform the services
agreed to be done by it under this Agreement , the CITY relies upon the skill of the
GRANTEE and any subcontractors to do and perform such services in a skillful manner
and the GRANTEE agrees to thus perform the services and require the same of any
subcontractors . Therefore , any acceptance of such services by the CITY shall not
operate as a release of GRANTEE or any subcontractors from said professional
standards .
8 . Indemnification .
To the furthest extent allowed by law , GRANTEE shall indemnify , hold harmless
and defend CITY and each of its officers , officials , employees , agents and volunteers
from any and all loss , liability , fines , penalties , forfeitures , costs and damages (whether
in contract , tort or strict liability , including but not limited to personal injury , death at any
time and property damage) , and from any and all claims , demands and actions in law or
equity ( including reasonable attorney' s fees and litigation expenses ) that arise out of,
pertain to , or relate to the negligence , recklessness or willful misconduct of GRANTEE ,
its principals , officers , employees , agents or volunteers in the performance of this
Agreement.
If GRANTEE should subcontract all or any portion of the services to be
performed under this Agreement , GRANTEE shall require each subcontractor to
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indemnify , hold harmless and defend CITY and each of its officers , officials , employees ,
agents and volunteers in accordance with the terms of the preceding paragraph .
Notwithstanding the aforementioned .GRANTEE recognizes that the source of
funds for the grant to be provided hereunder is the CITY ' s allocation from the federal
Coronavirus Relief Fund , distributed pursuant to the CARES Act (42 U . S . C . 801 . ) To
this end GRANTEE shall , without limitation , indemnify the CITY , and each of its officers ,
officials , employees , agents , and volunteers from any and all loss , liability , fines ,
penalties , forfeitures , costs and damages incurred by the CITY from any and all claims ,
demands and actions in law or equity ( including attorney' s fees and litigation expenses) ,
arising or alleged to have arisen directly or indirectly from the negligent or intentional
acts or omissions , or willful misconduct of GRANTEE or any of its officers , officials ,
employees , agents , or volunteers in the performance of this Agreement and compliance
with the federal CARES Act , including specifically reimbursement to the United States
Department of Treasury under 42 U . S . C . 801 (f) (2 ) for failure to comply with the CARES
Act .
This section shall survive termination or expiration of this Agreement .
9 . Insurance . GRANTEE shall comply with all of the insurance requirements
in Exhibit B to this Agreement .
10 . Conflict of Interest and Non -Solicitation .
( a ) Prior to the CITY's execution of this Agreement , GRANTEE shall
complete a CITY of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit C . During the term of this Agreement , GRANTEE shall have the
obligation and duty to immediately notify the CITY in writing of any change to the
information provided by GRANTEE in such statement .
( b ) GRANTEE shall comply , and require its subcontractors to comply ,
with all applicable ( i) professional canons and requirements governing avoidance of
impermissible client conflicts ; and ( ii) federal , state and local conflict of interest laws and
regulations including , without limitation , California Government Code Section 1090 et .
seq . , the California Political Reform Act ( California Government Code Section 87100 et ,
seq . ) and the regulations of the Fair Political Practices Commission concerning
disclosure and disqualification (2 California Code of Regulations Section 18700 et .
seq . ) . At any time , upon written request of the CITY , GRANTEE shall provide a written
opinion of its legal counsel and that of any subcontractor that , after a due diligent
inquiry , GRANTEE and the respective subcontractor( s ) are in full compliance with all
laws and regulations . GRANTEE shall take , and require its subcontractors to take ,
reasonable steps to avoid any appearance of a conflict of interest . Upon discovery of
any facts giving rise to the appearance of a conflict of interest , GRANTEE shall
immediately notify the CITY of these facts in writing .
(c) In performing the work or services to be provided hereunder ,
GRANTEE shall not employ or retain the services of any person while such person
either is employed by the CITY or is a member of any CITY council , commission , board ,
committee , or similar CITY body . This requirement may be waived in writing by the
CITY Manager, if no actual or potential conflict is involved .
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(d ) GRANTEE represents and warrants that it has not paid or agreed
to pay any compensation , contingent or otherwise , direct or indirect , to solicit or procure
this Agreement or any rights/benefits hereunder .
(e ) Neither GRANTEE , nor any of GRANTEE subcontractors
performing any services on this Project , shall bid for, assist anyone in the preparation of
a bid for , or perform any services pursuant to , any other contract in connection with this
Project unless fully disclosed to and approved by the CITY Manager , in advance and in
writing . GRANTEE and any of its subcontractors shall have no interest , direct or
indirect , in any other contract with a third party in connection with this Project unless
such interest is in accordance with all applicable law and fully disclosed to and
approved by the CITY Manager , in advance and in writing . Notwithstanding any
approval given by the CITY Manager under this provision , GRANTEE shall remain
responsible for complying with Section 10 ( b ) , above .
(f) If GRANTEE should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement , GRANTEE shall include the
provisions of this Section 10 in each subcontract and require its subcontractors to
comply therewith .
(g ) This Section shall survive expiration or termination of this
Agreement .
11 . CARES Act Compliance and Certification . GRANTEE shall submit only
those expenditures eligible for payment from CARES Act funds pursuant to 42 U . S . C .
801 ( d ) which requires that all expenditures :
( 1 ) are necessary expenditures incurred due to the public
health emergency with respect to the Coronavirus Disease 2019
( COVID- 19 ) ;
(2 ) were not accounted for in the budget most recently
approved as of March 27 , 2020 , for the State or government ; and
( 3) were incurred during the period that begins on March
11 2020 , and ends on December 30 , 2020 .
GRANTEE shall provide the CITY with an initial and final expenditure report , as
defined in Section 12 (c) . That report , which shall be in a form agreed to by the parties
and shall be accompanied by invoices and receipts that substantiate the figures on the
expenditure report. Additionally , a certification signed by the Chief Executive or
designee of GRANTEE certifying that the uses of the grant funds are consistent with 42
U . S . C . 801 ( d ) shall be included with the expenditure report and substantiating
documentation . GRANTEE ' s failure to provide a Certification may be considered a
default of this Agreement . If GRANTEE is found to have made CARES -ineligible
expenditures , CITY shall have the right to reclaim a dollar amount from the GRANTEE
that is equal to the amount determined to be ineligible .
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12 . General Terms .
( a ) Except as otherwise provided by law, all notices expressly required
of the CITY within the body of this Agreement, and not otherwise specifically provided
for , shall be effective only if signed by the CITY Manager or designee .
( b ) Records of GRANTEE expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to the CITY or
its authorized representatives upon request during regular business hours throughout
the life of this Agreement and for a period of three years after final payment or , if longer ,
for any period required by law . GRANTEE shall furthermore comply with all CARES Act
funding requirements as set forth in 42 U . S . 0 801 , et seq .
In addition , all books , documents , papers , and records of GRANTEE
pertaining to the Project shall be available for the purpose of making audits ,
examinations , excerpts , and transcriptions for the same period of time . If any litigation ,
claim , negotiations , audit , or other action is commenced before the expiration of said
time period , all records shall be retained and made available to the CITY until such
action is resolved , or until the end of said time period whichever shall later occur . If
GRANTEE should subcontract all or any portion of the services to be performed under
this Agreement , GRANTEE shall cause each subcontractor to also comply with the
requirements of this paragraph . This Section 12 ( b ) shall survive expiration or
termination of this Agreement .
(c) GRANTEE shall submit an initial expenditure report to CITY within
21 days of the Effective Date and shall submit a final expenditure report within 45 days
after termination of the Agreement . The expenditure report shall contain detailed
information with an ongoing tracking of the specific uses and expenditures of any grant
funds broken out by uses . Program reports shall be in a form and schedule as mutually
agreed to by the parties . In addition to the expenditure and program reports , CITY may
require supplemental reporting with written notice to GRANTEE . If GRANTEE fails to
provide such documentation , CITY may terminate this Agreement in accordance with
Section 5 .
(d ) Prior to execution of this Agreement by CITY , GRANTEE shall have
provided evidence to the CITY that GRANTEE is licensed to perform the services called
for by this Agreement ( or that no license is required ) . If GRANTEE should subcontract
all or any portion of the work or services to be performed under this Agreement ,
GRANTEE shall require each subcontractor to provide evidence to CITY that
subcontractor is licensed to perform the services called for by this Agreement ( or that no
license is required ) before beginning work .
13 . Nondiscrimination . To the extent required by controlling federal , state ,
and local law, GRANTEE shall not employ discriminatory practices in the provision of
services , employment of personnel , or in any other respect on the basis of race ,
religious creed , color, national origin , ancestry , physical disability , mental disability ,
medical condition , marital status , sex , age , sexual orientation , ethnicity , status as a
disabled veteran , or veteran of the Vietnam era . Subject to the foregoing and during the
performance of this Agreement , GRANTEE agrees as follows :
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( a ) GRANTEE will comply with all applicable laws and regulations
providing that no person shall , on the grounds of race , religious creed , color, national
origin , ancestry , physical disability , mental disability , medical condition , marital status ,
sex , age , sexual orientation , ethnicity , status as a disabled veteran , or veteran of the
Vietnam era be excluded from participation in , be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement .
( b ) GRANTEE will not discriminate against any employee or applicant
for employment because of race , religious creed , color , national origin , ancestry ,
physical disability, mental disability , medical condition , marital status , sex , age , sexual
orientation , ethnicity , status as a disabled veteran , or veteran of the Vietnam era .
GRANTEE shall ensure that applicants are employed , and the employees are treated
during employment, without regard to their race , religious creed , color , national origin ,
ancestry , physical disability , mental disability , medical condition , marital status , sex ,
age , sexual orientation , ethnicity , status as a disabled veteran , or veteran of the
Vietnam era . Such requirement shall apply to GRANTEE ' s employment practices
including , but not be limited to , the following : employment , upgrading , demotion or
transfer; recruitment or recruitment advertising ; layoff or termination ; rates of pay or
other forms of compensation ; and selection for training , including apprenticeship .
GRANTEE agrees to post in conspicuous places , available to employees and applicants
for employment, notices setting forth the provision of this nondiscrimination clause .
( c) GRANTEE will , in all solicitations or advertisements for employees
placed by or on behalf of GRANTEE in pursuit hereof, state that all qualified applicants
will receive consideration for employment without regard to race , religious creed , color ,
national origin , ancestry , physical disability , mental disability , medical condition , marital
status , sex , age , sexual orientation , ethnicity , status as a disabled veteran , or veteran of
the Vietnam era .
(d ) GRANTEE will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding , a notice advising such labor union or workers' representatives of the
GRANTEE ' s commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment .
(e ) If GRANTEE should subcontract all or any portion of the services to
be performed under this Agreement , GRANTEE shall cause each subcontractor to also
comply with the requirements of this Section 13 .
14 . Independent Contractor .
(a ) In the furnishing of the services provided for herein , GRANTEE is
acting solely as an independent contractor . Neither GRANTEE , nor any of its officers ,
agents , or employees shall be deemed an officer, agent , employee , joint venturer,
partner, or associate of the CITY for any purpose . The CITY shall have no right to
control or supervise or direct the manner or method by which GRANTEE shall perform
its work and functions . However, the CITY shall retain the right to administer this
Agreement so as to verify that GRANTEE is performing its obligations in accordance
with the terms and conditions thereof.
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( b) This Agreement does not evidence a partnership or joint venture
between GRANTEE and the CITY . GRANTEE shall have no authority to bind the CITY
absent the CITY' s express written consent . Except to the extent otherwise provided in
this Agreement , GRANTEE shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor , GRANTEE and
its officers , agents , and employees shall have absolutely no right to employment rights
and benefits available to CITY employees . GRANTEE shall be solely liable and
responsible for all payroll and tax withholding and for providing to , or on behalf of, its
employees all employee benefits including , without limitation , health , welfare , and
retirement benefits . In addition , together with its other obligations under this
Agreement , GRANTEE shall be solely responsible, indemnify , defend and save the
CITY harmless from all matters relating to employment and tax withholding for and
payment of GRANTEE Is employees , including , without limitation , ( i ) compliance with
Social Security and unemployment insurance withholding , payment of workers '
compensation benefits , and all other laws and regulations governing matters of
employee withholding , taxes and payment ; and ( ii ) any claim of right or interest in the
CITY ' s employment benefits , entitlements , programs and/or funds offered employees of
the CITY whether arising by reason of any common law , de facto , leased , or co-
employee rights or other theory. It is acknowledged that during the term of this
Agreement, GRANTEE may be providing services to others unrelated to the CITY or to
this Agreement.
15 . Notices . Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally , transmitted by facsimile followed by telephone confirmation of
receipt , or sent by United States registered or certified mail , with postage prepaid , return
receipt requested , addressed to the party to which notice is to be given at the party' s
address set forth on the signature page of this Agreement or at such other address as
the parties may from time to time designate by written notice . Notices served by United
States mail in the manner above described shall be deemed sufficiently served or given
at the time of the mailing thereof.
16 . Binding . Once this Agreement is signed by all parties , it shall be binding
upon , and shall inure to the benefit of, all parties , and each parties' respective heirs ,
successors , assigns , transferees , agents , servants , employees , and representatives .
17 . Assignment .
(a ) This Agreement is personal to GRANTEE and there shall be no
assignment by GRANTEE of its rights or obligations under this Agreement without the
prior written approval of the CITY Manager or designee . Any attempted assignment by
GRANTEE , its successors or assigns , shall be null and void unless approved in writing
by the CITY Manager or designee .
( b ) GRANTEE hereby agrees not to assign the payment of any monies
due GRANTEE from the CITY under the terms of this Agreement to any other
individual (s) , corporation ( s ) , or entity ( ies ) . The CITY retains the right to pay any and all
monies due the GRANTEE directly to the GRANTEE .
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18 . Compliance With Law. In providing the services required under this
Agreement , GRANTEE shall at all times comply with all applicable laws of the United
States , including but not limited to , the Americans with Disabilities Act (42 U . S . C .
§ 12101 et seq . ) , the State of California and the CITY , the CARES Act (42 U . S . C . 801 et
seq . ) and all other applicable regulations promulgated by federal , state , regional , or
local administrative and regulatory agencies , now in force and as they may be enacted ,
issued , or amended during the term of this Agreement .
19 . Waiver. The waiver by either party of a breach by the other of any
provision of this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement. No
provisions of this Agreement may be waived unless in writing and signed by all parties
to this Agreement . Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein .
20 . Governing Law and Venue . This Agreement shall be governed by , and
construed and enforced in accordance with , the laws of the State of California ,
excluding , however , any conflict of laws rule which would apply the law of another
jurisdiction . Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be Fresno
County , California .
21 . Headings . The section headings in this Agreement are for convenience
and reference only and shall not be construed or held in any way to explain , modify or
add to the interpretation or meaning of the provisions of this Agreement .
22 . Severability . The provisions of this Agreement are severable . The
invalidity , or unenforceability of any one provision in this Agreement shall not affect the
other provisions .
23 . Interpretation . The parties acknowledge that this Agreement in its final
form is the result of the combined efforts of the parties and that , should any provision of
this Agreement be found to be ambiguous in any way , such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party , but rather by
construing the terms in accordance with their generally accepted meaning .
24 . Attorney's Fees . If either party is required to commence any proceeding
or legal action to enforce or interpret any term , covenant or condition of this Agreement ,
the prevailing party in such proceeding or action shall be entitled to recover from the
other party its reasonable attorney' s fees and legal expenses .
25 . Exhibits . Each exhibit and attachment referenced in this Agreement is , by
the reference , incorporated into and made a part of this Agreement .
26 . Precedence of Documents . In the event of any conflict between the body
of this Agreement and any exhibit or attachment hereto , the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment . Furthermore , any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties , provided for within the body of this Agreement , shall be null
and void .
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27 . Cumulative Remedies . No remedy or election hereunder shall be deemed
exclusive but shall , wherever possible , be cumulative with all other remedies at law or in
equity .
28 . No Third Party Beneficiaries . The rights , interests , duties , and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement . Notwithstanding anything stated to the contrary in this
Agreement , it is not intended that any rights or interests in this Agreement benefit or
flow to the interest of any third parties .
29 . Extent of Agreement . Each party acknowledges that they have read and
fully understand the contents of this Agreement . This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations , representations or agreements , either written or
oral . This Agreement may be modified only by written instrument duly authorized and
executed by both the CITY and GRANTEE .
[ SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF , the parties have executed this Agreement at Fresno ,
California , on the day and year first above written .
CITY OF FRESNO , UNITED HEALTH CENTERS OF THE
a California municipal corporation SAN JOAQUIN VALLEY ,
a California nonprofit corporation
By : 3 D
Wi Quan D to By :
Manager, City of Fresno er�Cc5
Name : L�
APPROVED AS TO FORM : Title : DaAcA c - o
DOUGLWT . SLOAN ( If cor oration or LLC . , Board Chair,
City At a Pres . or Vice Pr
By : I By :
Deputy/Assistant City Attorney Name : a r( �c( c�o sic( CfV
ATTEST : Title : l7 ;=D
YVONNE SPENCE , CRM MMC ( If corporation or LLC . , CFO ,
City Clerk Treasurer, Secretary or Assistant
Secretary)
By; Zezv
Date
Deputy
Addresses :
CITY : GRANTEE :
CITY of Fresno United Health Centers of the San
Attention : Wilma Quan Joaquin Valley
CITY Manager Attention : Justin Preas
2600 Fresno Street 3875 W. Beechwood Ave
Fresno , CA 93721 Fresno , CA 93722
Phone : ( 559 ) 621 -7000 Phone : ( 559) Co '4 (4o
FAX : ( 559) 621 -7990
Attachments :
1 . Exhibit A - Scope of Services
2 . Exhibit B - Insurance Requirements
3 . Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
SCOPE OF SERVICES
United Health Centers of the San Joaquin Valley ("UHC")
And
City of Fresno (" City")
Statement of Work:
UHC will Provide :
COVID 19 ' restina :
1 . Conduct two large scale testing events at the Fresno Fair Grounds or another location
agreed upon by the parties, every week commencing 12/ 1 /2020 through 2/28/2021 .
2 . Conduct two smaller scale testing events per week at the request of the City Council in
targeted areas and underserved communities commencing 12/ 1 /2020 through 2/28/2021 .
3 . Administration and oversight of all services related to Direct Healthcare Services .
4 . Provide COVID- 19 testing
5 . Provide COVID= 19 test results
6 . Management of COVID49 related care
7 . Collaborate with Community Based Organizations to link patients to COVID related
resources and support services .
8 . Coordination and execution of a large scale Public Awareness and Communication
Campaign .
9 . Assist with vaccination efforts , as may be coordinated by the City .
QjtLwill provide :
1 . Contract or agreement to use the Fresno Fair Grounds for testing, if the Fairgrounds are
to be used .
2 . Identify communities or locations for smaller testing events as needed.
3 . Participate in Public Service Announcements to promote testing events .
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Page 13 of 18
Grant Agreement City of Fresno and United Health Centers .
COVID - 19 Testing Services and Follow up .
Budget
Item # DESCRIPTION AMOUNT ( $ )
1 PPE ( Personal Protective Equipment) 100 , 891
2 IT Support 25, 000
3 Personnel :
3 - LVNs 44, 392
10 - Medical Assistants 103 , 580
4 - Clerical 41 , 432
Supervising personnel ( Project Oversite ) 421705
4 Temp Employees 70, 000
5 Travel ( Mileage, gas , vehicle rental ) 24, 722
6 Equipment :
30 ( Honda Generators @ $ 1 , 100 each ) 33 , 000
40 ( 10x15 pop- up tents @ $ 349 . 95 each ) 13 , 998
30 Heaters @ $ 176 each 5 , 280
7 Public Awareness Campaign 95, 000
TOTAL BUDGET 6001000
v*ALTy c:Fv
Lk
Public Awareness Campaign for COVID = 19 Testing in
Partnership with the City of Fresno
Prepared by : Creative + Business Development Departments
yid P
United Health Centers of the San joaquin Valley
Executive Summary
Objective
To create and foster awareness of United Health Centers conducting COVID- 19 testing at the
Fresno Fair Grounds . We will increase community education within the City of Fresno regarding
the importance of surveillance testing and thus maintain the city open and safe ,
Campaign Duration :
This is a 3-month campaign
Project Outline
1 . Message
2 . Action Plan
3 , Budget
4 , Proposal for Outlets
5 . Execution Plan
6 . Evaluation Plan
1
United ldealtli Center ; cif Sari Joaoju. n Valley
Message
We have 2 messages :
1 . Do you need COVID testing this week? For your convenience , United Health Centers
has partnered with the City of Fresno to offer no-cost COVID- 19 testing at the Fresno
Fair Grounds . Together as a community we can keep our city and county open and safe .
(Awareness ) .
2 . Please visit our website or callus to pre-register ( Pre - registrations )
3 . Pre- registration is highly encouraged but not mandatory ; no one will be turned away.
Action Plan
Use digital , print, and broadcast advertising to send out our two messages and generate
pre -registrations/patients via phone and website throughout the duration of the campaign ,
1 . Digital AdvelrtisingA Social Media , Website , Emaal /Text
Social Media
#Covid19 #Wellnessforalifetime #together
Facebook , Instagram , Twitter, Youtube , and Google will be used to create engaging and
measurable posts for the duration of this campaign . The main focus will be on video and
animated graphics .
Facebook and Instagram Ads
We will target Fresno and the surrounding areas and continuously adjust our target audience
based on ad results .
Youtube Ads
A unique audience is chosen to show video ads to those already interested in the content of the
ad . 15- second video clips will be created to maximize success .
Our audience includes but is not limited to :
• People living within and surrounding the Fresno area
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United Health Cent(,% rs of the Se n Joaquin Volley
Google Ads
This platform will be used in conjunction with the other platforms , Our audience includes but is
not limited to :
Location based : People living in the Fresno Zip Codes
Keyword based , i . e . , when a patient in the Fresno zip code area searches for specific
keywords related to the content of this campaign and United Health Centers
Website
https ) unitedhealthcenters . org /fresnotesting
httiva? . /lunitadhe cei � lr� is �rn7appointment
Throughout the site , we will encourage traffic to this Fresno testing page and appointment page
by targeting specific audiences that have shown interest or might be interested in learning more .
Outlets directing to this specific landing page :
f , Each UHC Fresno location
2 . News & Media Page Highlight
3 , Popup on the homepage every Monday and Friday ( day of the week where website is
viewed the most and the day before the saturday events )
4 , UHC Highlight
5 . Google , Facebook , Instagram , and Youtube Ads
6 , TV Ads
Email /Text Marketing - Athena
We will send an email and a text blast at the start of the campaign through Athena that will
target existing patients within Fresno and its surrounding areas .
2 . Priliit Advertisingn (Flyer, Posters , iViai ✓lers , dews Paper Ads
Flyers
A specific flyer promoting this event will be distributed throughout Fresno .
Posters
A specific poster will be posted throughout Fresno targeting busy areas (Grocery Stores ,
etc , )
Mailers
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United Health Centers of the San Joaquin Valley
A specific mailer promoting this event will be delivered to Fresno Zip Codes beginning
with zip codes in Fresno in most need of testing opportunities ( South Fresno) or the
most disadvantaged neighborhoods ,
Nevus, Pap4r Ads
Physical large and small ads for the Fresno Bee will be created .
3 . Broadcast Advertising : TV, Radio , Phone Proriios
TV
We will create English and Spanish ads for the following stations :
1 . Univision
2 . Telemundo
3 . NBC
4 . ABC
Radios
We will create English and Spanish 30=second ads for the following stations :
1 . La Buena
2 , Q97
30 Univision Radio
4 , La Preciosa
5 , B95
6 . Soft Rock
7 . La Unika Mexicana
UHC Telephone Pa' 01M,,
These promos will be played during the " hold " time . At least two different promos will be rotating
but the message will remain the same .
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United PirNalth C'esnters of the Sian Joaquin \lalkay
General Budget Breakdown
We will make use of 250K and divide this amount among strategically selected
platforms .
TV . $ 100K Total Radio ; $ 80K Total
Univision $40K La Buena $ 15K
Telemundo $20K Q97 $ 10K
NBC $20K Univision Radio $20K
ABC $20K La Preciosa $ 10K
B95 $5K
Print : $ 50K I otal
Soft Rock $ 10K
Social Media : $ 20K Total La Unika Mexicana $ 10K
Proposed Outlets
3 total outlets : Digital , Broadcast, and Print
Call to Action : Please visit our website or call us to pre- register
DigitalBroadcast
Deliverables : Deliverables : Deliverables :
Website Landing Page . TV Ads • Promotional Flyer
Web Notices . Radio Ads • Poster
Homepage Popup • Phone Promos • Mailer
Social Media Ads a Results Report 0 News Paper Ads
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United Health Centers of the ;gar) Joaquin Valley
• Email/ Text through Results Report
Athena
Results Report
Execution Plan
1 , All content for each outlet will be created and tailored to the specific platform and
audience , Content is always the most crucial piece in a campaign ,
2 . Each deliverable will be assigned a measurable call to action component .
3 , Periodic assessments are made of the state of the content that has been delivered . This
assessment is crucial because it allows for precision in our content and form of delivery
regarding the audience we want to reach and what they are responding to .
4 , The website landing page and the appointment page will be the main points of
conversion ( appointments ) and/or awareness . Digital , Broadcast , and print will direct to
the landing page . Phone calls will also be encouraged .
Content-Type Main Creator( s )
Digital Creative Team + Business
Development Team
Broadcast Creative Team + Business
Development Team
Print Creative Team + Outreach
Evaluation and Reassessments Creative Team + Quality
Department + Central
Note: The entire Creative team assists in the creation of the content as seen fit.
6
EXHIBIT B
INSURANCE REQUIREMENTS
(a ) Throughout the life of this Agreement , GRANTEE shall pay for and
maintain in full force and effect all insurance as required herein with an insurance
company( ies) either ( i ) admitted by the California Insurance Commissioner to do
business in the State of California and rated no less than "A-Vll " in the Best' s Insurance
Rating Guide , or ( ii) as may be authorized in writing by CITY' S Risk Manager or
designee at any time and in his/her sole discretion . If the GRANTEE is self- insured , the
following requirements will outline the responsibility of the self- insured coverage . The
required policies of insurance as stated herein shall maintain limits of liability of not less
than those amounts stated therein . However , the insurance limits available to CITY and
STATE and each of their officers , officials , employees , agents and volunteers as
additional insureds , shall be the greater of the minimum limits specified therein or the
full limit of any insurance proceeds to the named insured .
( b) If at any time during the life of the Agreement or any extension , GRANTEE
fails to maintain any required insurance in full force and effect , all services and work
under this Agreement shall be discontinued immediately , and all payments due or that
become due to GRANTEE shall be withheld until notice is received by CITY that the
required insurance has been restored to full force and effect and that the premiums
therefore have been paid for a period satisfactory to CITY . Any failure to maintain the
required insurance shall be sufficient cause for CITY to terminate this Agreement. No
action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its
responsibilities under this Agreement . The phrase "fail to maintain any required
insurance" shall include , without limitation , notification received by CITY that an insurer
has commenced proceedings , or has had proceedings commenced against it , indicating
that the insurer is insolvent .
( c) The fact that insurance is obtained by GRANTEE shall not be deemed to
release or diminish the liability of GRANTEE , including , without limitation , liability under
the indemnity provisions of this Agreement . The duty to indemnify CITY and STATE by
GRANTEE shall apply to all claims and liability regardless of whether any insurance
policies are applicable . The policy limits do not act as a limitation upon the amount of
indemnification to be provided by GRANTEE . Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of
GRANTEE , vendors , suppliers , invitees , consultants , medical professionals ,
subcontractors , consultants , or anyone employed directly or indirectly by any of them .
Coverage shall be at least as broad as :
1 . The most current version of Insurance Services Office ( ISO ) Commercial
General Liability Coverage Form CG 00 01 , providing liability coverage
arising out of your business operations . The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage
for " bodily injury, " " property damage" and " personal and advertising injury"
with coverage for premises and operations ( including the use of owned
and non -owned equipment) , products and completed operations , and
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Page 14 of 18
contractual liability ( including , without limitation , indemnity obligations
under the Agreement) with limits of liability not less than those set forth
under " Minimum Limits of Insurance . "
2 . The most current version of ISO * Commercial Auto Coverage Form CA 00
01 , providing liability coverage arising out of the ownership , maintenance
or use of automobiles in the course of your business operations . The
Automobile Policy shall be written on an occurrence form and shall
provide coverage for all owned , hired , and non -owned automobiles or
other licensed vehicles ( Code 1 - Any Auto ) .
3 . Workers ' Compensation insurance as required by the State of California
and Employer' s Liability Insurance .
4 . Professional Liability including Abuse & Molestation Insurance that insures
against liability arising out of the bodily injury, personal injury , including
mental anguish , and third -party property damage occurring because of the
wrongful or negligent acts attributable to the institution . The Abuse &
Molestation coverage should protect against a wide range of potential
claims , including but not limited to sexual molestation and other sexual
misconducts .
MINIMUM LIMITS OF INSURANCE
GRANTEE shall procure and maintain for the duration of the contract insurance with
limits of liability not less than those set forth below. However, insurance limits available
to CITY and STATE and each of their officers , officials , employees , agents and
volunteers as additional insureds , shall be the greater of the minimum limits specified
herein or the full limit of any insurance proceeds available to the named insured :
1 . COMMERCIAL GENERAL LIABILITY :
( i) $ 1 , 000 , 000 per occurrence for bodily injury and property damage ;
( ii ) $ 1 , 000 , 000 per occurrence for personal and advertising injury ;
( iii ) $ 2 , 000 , 000 aggregate for products and completed operations ; and ,
( iv) $ 2 , 000 , 000 general aggregate applying separately to the work
performed under the Agreement.
2 . COMMERCIAL AUTOMOBILE LIABILITY :
$ 1 , 000 , 000 per accident for bodily injury and property damage .
3 . WORKERS ' COMPENSATION INSURANCE as required by the State of
California with statutory limits .
4 . EMPLOYER' S LIABILITY :
( i ) $ 1 , 000 , 000 each accident for bodily injury ;
( ii ) $ 1 , 000 , 000 disease each employee ; and ,
( iii) $ 1 , 000 , 000 disease policy limit .
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5 . PROFESSIONAL LIABILITY (Abuse & Molestation ) :
( i ) $ 2 , 000 , 000 per claim/occurrence ; and ,
( ii ) $4 , 000 , 000 policy aggregate .
UMBRELLA OR EXCESS INSURANCE
In the event GRANTEE purchases an Umbrella or Excess insurance policy( ies) to meet
the " Minimum Limits of Insurance , " this insurance policy( ies) shall "follow form " and
afford no less coverage than the primary insurance policy( ies) . In addition , such
Umbrella or Excess insurance policy( ies ) shall also apply on a primary and non -
contributory basis for the benefit of the CITY and STATE and each of their officers ,
officials , employees , agents and volunteers .
DEDUCTIBLES AND SELF -INSURED RETENTIONS
GRANTEE shall be responsible for payment of any deductibles contained in any
insurance policy( ies ) required herein and GRANTEE shall also be responsible for
payment of any self-insured retentions . Any self- insured retentions must be declared on
the Certificate of Insurance , and approved by , the CITY' S Risk Manager or designee .
At the option of the CITY' S Risk Manager or designee , either :
( i ) The insurer shall reduce or eliminate such self- insured retentions as
respects CITY and STATE or any of their officers , officials , employees ,
agents and volunteers ; or
( ii ) GRANTEE shall provide a financial guarantee , satisfactory to CITY' S Risk
Manager or designee , guaranteeing payment of losses and related
investigations , claim administration and defense expenses . At no time
shall CITY be responsible for the payment of any deductibles or self.
insured retentions .
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
( i ) All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled , non- renewed , reduced in coverage or
in limits except after thirty calendar days ' written notice has been given to
CITY , except ten days for nonpayment of premium . GRANTEE is also
responsible for providing written notice to the CITY under the same terms
and conditions . Upon issuance by the insurer , broker, or agent of a notice
of cancellation , non -renewal , or reduction in coverage or in limits ,
GRANTEE shall furnish CITY with a new certificate and applicable
endorsements for such policy( ies) . In the event any policy is due to expire
during the work to be performed for CITY , GRANTEE shall provide a new
certificate , and applicable endorsements , evidencing renewal of such
policy not less than fifteen calendar days prior to the expiration date of the
expiring policy.
(ii ) The Commercial General and Automobile Liability insurance policies shall
be written on an occurrence form .
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Page 16 of 18
The Commercial General and Automobile Liability insurance policies shall
be endorsed to name CITY and STATE and each of their officers , officials ,
agents , employees and volunteers as an additional insured . GRANTEE
shall establish additional insured status for the CITY and STATE for all
ongoing and completed operations under the Commercial General Liability
policy by use of ISO Forms or an executed manuscript insurance
company endorsements providing additional insured status . The
Commercial General endorsements must be as broad as that contained in
ISO Forms : GC 20 10 11 85 or both CG 20 10 & CG 20 37 .
( iv) The Commercial General and Automobile Liability insurance shall contain ,
or be endorsed to contain , that the GRANTEE ' S insurance shall be
primary to and require no contribution from the CITY or STATE . The
Commercial General Liability policy is required to include primary and non-
contributory coverage in favor of the CITY and STATE for both the
ongoing and completed operations coverage . These coverages shall
contain no special limitations on the scope of protection afforded to CITY
and STATE and each of their officers , officials , employees , agents and
volunteers . If GRANTEE maintains higher limits of liability than the
minimums shown above , CITY and STATE requires and shall be entitled
to coverage for the higher limits of liability maintained by GRANTEE .
(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability , thereby reducing the available limits by defense
costs , then the requirement for the Limits of Liability of these polices will
be twice the above stated limits .
(vi ) For any claims related to this Agreement , GRANTEE ' S insurance
coverage shall be primary insurance with respect to the CITY and STATE
and each of their officers , officials , agents , employees and volunteers .
Any insurance or self- insurance maintained by the CITY and STATE and
each of their officers , officials , agents , employees and volunteers shall be
excess of the GRANTEE ' S insurance and shall not contribute with it .
(vii ) The Workers ' Compensation insurance policy shall contain , or be
endorsed to contain , a waiver of subrogation as to CITY and STATE and
each of their officers , officials , agents , employees and volunteers .
(viii ) The Commercial General and Automobile Liability insurance policies shall
contain , or be endorsed to contain , a waiver of subrogation as to CITY and
STATE and each of their officers , officials , agents , employees and
volunteers .
If the Professional Liability (Abuse & Molestation) insurance policy is written on a
claims-made form :
1 . The retroactive date must be shown , and must be before the effective
date of the Agreement or the commencement of work by GRANTEE .
2 . Insurance must be maintained and evidence of insurance must be
provided for at least five ( 5) years after completion of the Agreement work
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Page 17 of 18
or termination of the Agreement , whichever occurs first , or , in the
alternative , the policy shall be endorsed to provide not less than a five ( 5 )
year discovery period .
3 . If coverage is canceled or non - renewed , and not replaced with another
claims-made policy form with a retroactive date prior to the effective date
of the Agreement or the commencement of work by GRANTEE ,
GRANTEE must purchase "extended reporting " coverage for a minimum
of five ( 5 ) years completion of the Agreement work or termination of the
Agreement , whichever occurs first .
4 . A copy of the claims reporting requirements must be submitted to CITY
for review.
5 . These requirements shall survive expiration or termination of the
Agreement .
PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all
certificate (s ) and applicable endorsements effecting coverage required herein .
All certificates and applicable endorsements are to be received by CITY' s
Risk Manager within a reasonable time after execution of this agreement.
All non - ISO endorsements amending policy coverage shall be executed by a
licensed and authorized agent or broker . Upon request of CITY , GRANTEE shall
immediately furnish CITY with a complete copy of any insurance policy required
under this Agreement , including all endorsements , with said copy certified by the
underwriter to be a true and correct copy of the original policy . This requirement
shall survive expiration or termination of this Agreement . All subcontractors
working under the direction of GRANTEE shall also be required to provide all
documents noted herein .
SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be
performed under this Agreement , GRANTEE shall be solely responsible for
ensuring that its subcontractors maintain insurance coverage at levels no less
than those required by applicable law and is customary in the relevant industry
and shall indemnify CITY and STATE if failure to comply with this provision
results in damages to the CITY or the GRANTEE .
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i
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 Are you currently in litigation with the CITY of Fresno or any ❑
of its agents ?
2 Do you represent any firm , organization , or person who is in ❑
litigation with the CITY of Fresno ?
3 Do you currently represent or perform work for any clients ❑
who do business with the CITY of Fresno ?
4 Are you or any of your principals , managers , or professionals ,
owners or investors in a business which does business with ❑
the CITY of Fresno , or in a business which is in litigation with
the CITY of Fresno?
5 Are you or any of your principals , managers , or professionals ,
related by blood or marriage to any CITY of Fresno employee ❑
who has any significant role in the subject matter of this '-Fd
service?
6 Do you or any of your subcontractors have , or expect to have ,
any interest , direct or indirect , in any other contract in ❑
connection with this Project?
* If the answer to any question is yes , please explain in full below .
Explanation : LJ �
Sig t re
Date
(Jivi ;
( Name )
UkN Ott
(Company)
(Address)
❑ Additional page ( s ) attached . F.Res ^0 1 ( 4 .
(CITY , State Zip )