02-0701_TRAUMA INTERVENTION PROGARMS, INC._AgreementAGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO
AND
TRAUMA INTERVENTION PROGRAMS, INC.
THIS AGREEMENT is made and entered into this 1st day of July , 2002 by and between the
City of San Juan Capistrano, a municipal corporation, hereinafter referred to as "City", and Trauma
Intervention Programs, Inc., hereinafter referred to as "TIP".
WITNESSETH:
WHEREAS, the City is desirous of TIP providing a range of emotional and practical support
services to victims of traumatic events and their families; and
WHEREAS, victims of traumatic events sometimes require assistance in making arrangements for
shelter, food, transportation 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 furnish such services;
NOW, THEREFORE, the parties 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 limited to providing on -scene emotional support 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 referral services; performing one follow-up contact
to verify the client's welfare.
(e) TIP shall comply with all applicable local, state or federal laws or regulations.
2. COMPENSATION FOR SERVICES
The City agrees to pay TIP a maximum amount of $4,152.00 (34,600 population x .12) for the
services to be performed hereunder. The City agrees to pay quarterly, 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 means by which TIP performs its obligations
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 entitled 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. Additionally, all persons employed by or volunteering for TIP shall not
represent themselves to be affiliated with the City of San Juan Capistrano.
4. INDEMNIFICATION
TIP promises and agrees to defend, protect, indemnify and save harmless 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 TIP or TIP's
employees, volunteers, agents or contractors, or by reason of any dangerous or defective condition
caused or permitted by TIP or TIP's employees, volunteers, agents or contractors.
The City 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 defective condition caused or permitted by
the City or the City's officers or employees, except where such action, omission or condition 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 of this 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 "TIP" and all other trademarks and service marks used in connection with
the TIP Program, including but not limited to all those trademarks, service marks, slogans,
logos and rights residing in the banners, brochures, business cards and letterheads by which
groups licensed to adopt and use said names and marks and products therefrom are known
and identified (collectively, "Proprietary Marks and Indicia").
(b) The Contractor is the sole and exclusive owner of all materials used to operate the TIP
Program in the City of San Juan Capistrano. These materials include but are not limited to
the Operations Manual, Volunteer Training Manual and Trainers Manual. Upon termination
of this Agreement, the City agrees to immediately return all manuals and materials tot he
Contractor.
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
liability 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 operations under this Agreement. Said
insurance shall be maintained in full force and effect during the term of this Agreement or
renewals or extensions thereof. Such a policy shall be for not less than $1,000,000 for
injuries, including accidental death, to anyone person and, subject to the same limit for each
person, in an amount not less than $1,000,000 on account for any one occurrence, and
$1,000,000 for property damage, and shall be place with a company authorized to conduct
business in the State of California. The 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 thirty (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 amount of such insurance shall not be deemed a limitation of TIP's agreement to save
and hold the City harmless 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 City and/or the City
Manager of the City consistent with the terms and conditions of this contract. TIP shall
comply with said increase or other change within thirty (30) days after notice from the City.
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(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.
TERMINATION
(a) For Cause. If either party fails to perform any duties 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 notice
may terminate this Agreement immediately thereafter.
(b) Without Cause. Either party at any time may terminate this Agreement without cause upon
the giving of forty-five (45) days prior written notice to the other of such intent to terminate
at the address set out in Section 9 of this Agreement.
(c) Reimbursement of Compensation. If this Agreement is terminated prior to the end of the
term set forth in Section 8, TIP shall reimburse the City a prorata amount of any
compensation paid in advance.
9. TERM
This Agreement shall continue through the 30th day of June 2003 unless earlier terminated in
accordance with Section 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 San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
TIP: Trauma Intervention Programs, Inc.
1420 Phillips Street
Vista, CA 92083
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10. ASSIGNMENT / AMENDMENT/ ENTIRE AGREEMENT/ NO CONTINUING
WAIVER
This Agreement constitutes the entire agreement between the parties. 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.
TRAUMA INTERVENTION PROGRAMS, INC.
By:
Wayne F f
n., President
CITY OF SAN JUAN CAPISTRANO
By:�
Diane Bathgate, Ma
By:
John Shaw, City Attorney
Attes
garet Monahan, City Clerk