AGR-4914.N - TRAUMA INTERVENTION PROGRAMS INC - FY 2020-21 ON SCENE TRAUMA INTERVENTIONf R-`91},N
AGREEMENT BETWEEN CITY OF ORANGE
AND
TRAiJMA INTERVENTION PROGRAMS, INC.
THIS AGREEMENT is made and entered into this ;02 nd of uT1P ,2020,but effective as of
the 1 st day of July,2020,by and between the City of Orange,a municipal corporation,hereinafter refened
to as "Ciry", and Trauma Intervention Programs, Inc.,hereinafter referred to as"TIP".
WITNESSETH:
WHEREAS,the City is desirous of TTP providing a range of emotional and pracGcal support services to
victims of traumatic events and their families; and
WH REAS, victims of trauma6c events sometimes require assistance in making arrangements for
shelter, food, fransportation and receiving necessary information and referral services; and
WHEREAS,TIP is a contractor which has the abiliTy to provide such services; and
WHEREAS,the parties wish to enter into an agreement whereby TIP will fiunish such services;
NOW,THEREFORE,the par[ies hereto mutually agree as follows:
1.SERVICES AND DUTIES
a) TIP shall make available to the City sufficient information to enable the City to contact the
appropriate TIP volunteer, including 24-hour on-call phone number, address, and names of
volunteers, supervisors (when appropriate), as well as alternate or backup telephone numbers.
b) TIP or TIP's employees and/or volunteers shall provide all vehicles and equipment necessary for
the performance of this Agreement and shall be responsible for maintenance of said equipment
and vehicles.
c) TIP shall provide all personnel,volunteers,supplies,and equipment necessary for the efficient and
effective operation of the services and programs provided for herein.
d) Upon the request of or referral by the City, or as otherwise agreed upon, TIP personnel shall
provide on-scene emotional and practical support to the victims of traumatic events and their
family members(hereinafter"clients"). Said emotional and practical support services shall include
but shall not be lunited to providing on-scene emotional suppor[ to clients; making necessary
telephone calls; making arrangements for clean-up services; notifying family, friends and others;
referring to follow-up services; providing information and refenal services; performing one
follow-up contact to verify the clienYs welfaze.
e) TIP shall comply with all applicable local, state or federal laws or regulations.
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2. COMPENSATION FOR SERVICES
The CiTy agrees to pay TIP a ma cimum amount of$14,973.12 (138,640 x 12¢per capita) for the services
to be performed hereundec The City agrees to pay in advance, unless some other method of payment is
mutually agreed to in writing.
3. INDEPENDENT CONTRACTOR
In the performance of the obligations under this Agreement, it is understood and agreed that TIP is at all
times acting and performing services as an independent contractor, and the City shall exercise no control
or direction over the manner and meaos by which TIP performs its obligarions under this contract, except
as herein stated. All persons employed by or volunteering for TIP in the performance of TIP's services
and functions shall be considered employees,volunteers and agents of TIP and no person employed by or
volunteering for TIP shall be entiUed to any City pension, civil service, or any status or right, nor shall he
or she be deemed to be a City employee as a result of this Agreement. AddiGonally,all persons employed
by or volunteering for TIP shall not represent themselves to be affiliated with the City of Orange.
4. INDEMNIFICATION
TIP promises and agrees to defend,protect,indemnify and save]armless the City, its officers, agents and
employees,from and against any and all claims, demands and liability for damages for personal injury or
property damage suffered by reason of any act or omission of TTP or TIP's employees, volunteers, agents
or contractors, or by reason of any dangerous or defective condirion caused or permitted by TIP or TIP's
employees,volunteers, agents or contractors.
The Ciry promises and agrees to defend, indemnify and save harmless TIP, its officers, employees, and
volunteers from all claims, demands and liability for damages for personal injury or property damage
suffered by reason of any act or omission of the CiTy or the City's officers or employees, or by reason of
any dangerous or defecrive condition caused or permitted by the CiTy or the City's officers or employees,
except where such action, omission or condi5on is caused by or is the result of an action, omission or
request of TIP or TIP's officers, employees or volunteers, or is alleged to arise out of the execution oFthis
Agreement.
5. PROPRIETARY RIGHTS
a) The Contractor is the sole and exclusive owner of all proprietary and other property rights and
interests in and to the trade names and/or trademarks"Trauma Intervention Programs,""TIP,Inc."
and "TII"' and all other trademazks and service marks used in connecrion with the TTY Program,
including but not limited to all those h ademazks, service mazks, slogans,logos and rights residing
in the banners, brochures, business cazds and letterheads by which groups licensed to adopt and
use said names and mazks and products there from aze lmown and identified (collectively,
Proprietary Mazks and Indicia").
b) The Contractor is the sole and exclusive owner of all materials used to operate the TIP Program in
the City of Al o. These materials include but aze not ]imited to the Operations Manual,
Volunteer Trainin Manual and Trainers Manual. Upon temunation of this Agreement, the City
agrees to unmedia ly return all manuals and materials to the Contractor.
VA,v1L z
6. INSURANCE
a) TIP shall secure and maintain throughout the contract period, and any extensions thereof,
professional liabiliTy insurance, public liability insurance, property damage and vehicle liabiliry
insurance effective as of the effective date of this Agreement, and shall be protected from claims
for damages for personal injury, including accidental death, as well as from claims for property
damage which may arise from operarions under tlus Agreement. Said insurance shall be
maintained in full force and effect during the term of this Agreement or renewals or e ctensions
thereof. Such a policy shall be for not less than$1,000,000 for injuries,including accidental death,
to any one person and, subject to the same limit for each person, in an amount not less than
1,OOQ000 on account for any one occurrence, and$1,000,000 for properry damage, and shall be
place with a company authorized to conduct business in the State of California. City shall be named
as an Additional Insured on all policies and/or certificates of insurance. Copies of all policies or
certificates shall provide for tlurty (30) days written notice to the City prior to any reduction in
coverage or cancellation. Such insurance coverage shall be primary and shall not require any
contribution by the City or by the City's insurance carriers.
The amass of such insurance shall not be deemed a limitation of TIP's agreement to save and hold
the CiTy hazmless and if the City becomes liable for an amount in excess of the insurance, TIP will
save and hold the CiTy harmless from the whole thereof.
The City reserves the right to increase the amounts of insurance coverage described hereinbefore,
and to require any additional riders and provision in said policies or certificates as shall be
considered necessary by the City Attorney of the Ciry and/or the City Manager of the Ciry
consistent with the terms and conditions of this contract. TIP shall comply with said increase or
other change within thirty (30) days after norice from the City.
b) Workers' Compensation. TIP shall secure and maintain throughout the term of this Agreement,
Workers' Compensation insurance as prescribed by the laws of the State of California.A certificate
evidencing such coverage shall be filed with the City Manager's Office. Said certificate shall
provide that the City will be given at least thirty (30) days written notice prior to cancellation.
7. TERMINATION
a) For Cause. If either party fails to perform any duries or obligations imposed on it by this
Agreement and such failure continues for thirty (30)days after written notification by one party to
the other,then this Agreement will be in breach and the party providing such norice may terminate
this Agreement immediately thereafrer.
b) Without Cause. Either party at any time may tern inate this Agreement without cause upon the
giving of forry-five (45) days prior written notice to the other of such intent to terminate at the
address set out in Secrion 9 of this Agreement.
c) Reimbursement of Comnensation. If this Agreement is ternunated prior to the end of the term set
forth in Section 8, TIP shall reimburse the City a pro rata amount of any compensaUon paid in
advance.
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8. TERM
This Agreement shall continue through the 30th day of June 2021 unless eazlier terminated in accordance
with Secrion 7.
9. NOTICES
Notices shall be deemed given under this Agreement when in writing and personally delivered or placed
in the U.S. Mail, first class,postage prepaid, addressed as follows:
City: City Manager
City of Orange
300 E Chapman
Orange, CA 92866
TIP: Trauma Intervention Prograzns, Inc.
8411 S Los Feliz Drive
Tempe,AZ 85284
10. ASSIGNMENT/AMENDMENT/ENTIItE AGREEMENT/NO CONTINUING WAIVER
This Agreement conslitutes the entue agreement between the par[ies. It may be amended only in writing
signed by both parties.No waiver of any term or condition of this Agreement shall be deemed a continuing
waiver hereof. This Agreement is binding upon TIP and their successors and assignees. Except as
otherwise provided herein, TIP shall not assign, sublet, or transfer its interest in this Agreement or any
part thereof without the prior written consent of the City. Any such assignment shall,at the option of the
City, immediately void this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized officers on the day and year first above written.
AP D AS TO FORM
CITY OF ORANGE
By:
ci Ty 0 anager
iAR . S
Ci A o Date:
TRAUMA INTERVENTION PROGRAMS, INC.
By: 'Yla1 v 1 2-D'--
Mandy A ssion, CEO
Date: J/ 9 /o.2.c
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