13-0701_TRAUMA INTERVENTION PROGRAMS, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 1st
day of July, 2013, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Trauma Intervention Programs, Inc. (hereinafter referred to
as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
emotional and practical support services to victims of traumatic events and their
families; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Exhibit 'A," attached and incorporated herein by reference. To the extent
that there are any conflicts between the provisions described in Exhibit "A" and those
provisions contained within this Agreement, the provisions in this Agreement shall
control.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This is a one year Agreement and shall commence on July 1, 2013 and services
required hereunder shall be completed by no later than June 30, 2014, with an option
for a two year extension from July 1, 2014 to June 30, 2016 (if deemed appropriate by
the City Manager).
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed Four
Thousand Dollars ($4,000), as set forth in Exhibit "B," attached and incorporated herein
by reference. If the Agreement is extended for an additional two years, total
compensation for the services hereunder shall not exceed Four Thousand Dollars
($4,000.00) for each year of the extension as set forth in Exhibit "B," attached and
incorporated herein by reference.
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3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit quarterly invoices based
on total services which have been satisfactorily completed for such monthly period. The
City will pay quarterly progress payments based on approved invoices in accordance
with this Section.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
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Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
This language in this section has been removed as it is not applicable for this
Agreement.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
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hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
negligence, recklessness and/or wrongful conduct of the City, or any of its elective or
appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all 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 Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and .having a minimum Best's Guide Rating of A -
Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
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14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out
of activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors
and Omissions Coverage (professional liability coverage) in an amount of not less than
One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement,
Consultant shall submit an insurance certificate to the City's General Counsel for
certification that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
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Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by
providing ten (10) days' notice to the other party of a material breach of contract. If the
other party does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Michael Cantor, Safety & Emergency Services Manager
To Consultant: Trauma Intervention Programs, Inc.
1420 Phillips Street
Vista, CA 92083
Attn: Wayne Fortin, President
Section 17. Attorneys' Fees.
If any action at,law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
s Van n, City Attorney
CITY SAN q` CAPISTRANO
B f jam. ✓'
aren P. lJrust, City Manager
CONSULTANT
By: < G _f J /3
Wayn fFortin, President
N
EXHIBIT "A"
Project Overview and Scope of Work
Trauma Intervention Programs, Inc. (TIP), upon the request of or referral
by the City, or as otherwise agreed upon, shall provide on -scene
emotional and practical support to the victims of traumatic events and their
family members. Said support shall include but not be limited to 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.
2. TIP shall provide the City with an emergency telephone number that is
staffed 24/7 for purposes of dispatching TIP personnel to an on -scene
location.
3. TIP shall provide all personnel, volunteers, supplies, and equipment
necessary for the efficient and effective operation of the services and
programs provided for herein.
4. 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.
Page 1
EXHIBIT "B"
Compensation and Payment
1. The City agrees to pay Consultant $4,000.00 for all services performed
from July 1, 2013 to June 30, 2014.
2. Consultant shall submit quarterly invoices of $1,000.00 for services.
3. The City shall make payments within 14 days of receipt of Consultant's
bill.
4. Payments shall be made to Trauma Intervention Programs, Inc.
5. The parties understand and agree that the City's payments to Consultant
as compensation under this Agreement shall not exceed Four Thousand
Dollars ($4,000.00).
6. If the City exercises the option to extend the Agreement for an additional
two years from July 1, 2014 to June 30, 2016, the parties understand and
agree that the City's payments to Consultant as compensation under this
Agreement shall not exceed Four Thousand Dollars ($4,000.00) annually.
Page 2
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Date: 06/06/2013
CITY OF SAN JUAN CAPISTRANO
DOCUMENT TRANSMITTAL FORM
This form is for the transmittal of documents for signature.
(e.g. Agreements, Contracts, Deeds, Easements)
Agenda Item No. (if Applicable):
City Council, SJCHA or SACRA Meeting Date (if applicable): N/A
Brief description of document and/or services provided: TIP: Trauma Intervention Services
Submitting—Department-
Please
ubmittingDepartment:
Please sign each original of the attached document, where indicated and circulate in the below route order as applicable
(Please note the procurement limitations below). When the document is fully executed, the City Clerk will provide a signed
copy to the submitting department and to the Financial Services Department (when applicable), and will mail a signed
original to the contractor/consultant.
Step 1 Q■ Purchasing — For Procurement Contracts/Agreements (if applicable)
$3,000 or less — (Department Head's Authority — No Purchase Order Required— STOP —further routing not necessary)
0✓ $3,001-$10,000—(Department Head's Authority)
0 $10,001 - $45,000 — (City Manager's Authority)
0 $45,001 or over — (City Council Approval Required*) *Date of Council Approval: or Resolution. No.:_
0 Public Contracts $45,000 or less — (City Manager's Authority Required)
0 Public Contracts over $45,000 — (City Council's Authority Required*) *Date of Council Approval: or
Resolution. No.:
Step 2
7■ Department Head
Approved
Not Approved
Q
Not Applicable
Director's Initials/Date
Step 3 ❑■ City Attorney
Approved
Not Approved
hi Not Applicable
City Attorney's Initials/Da
42
Step 4 A Finance
Funding Available
Q No Funding Available
Budget Amendment Required
Notes:
Finance Initials/Date- P / At 111---7
Step 5 9 City Manager
0 Approved
0 Denied
City Manager's Initial's/Date:
Step 6 F■ Insurance Requirements (if applicable) *Mark the requirements included in the attached document.
Q Commercial/General Liability 0 Additional Insured Endorsement
Auto Liability Worker's Compensation
=Professional/Errors and Omissions 0 Not Applicable
0 Public Works Contracts — Labor/Material & Performance Bonds
Step 7 N■ City Clerk (For Final Routing)
Approval Process Completed — Copy of Contract Transmittal Form with documents forwarded to FS Department or
back to the originating department as appropriate.
0 Denied — Returned to submitting department. Please provide the following and return to the City Clerk's Office:
City Clerk's Initial's/Date:
Page I of 2
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
www.sat?luancapistraiio.org
TRANSMITTAL
TO:
Trauma Intervention Programs, Inc.
Attn: Wayne Fortin, President
1420 Phillips Street
Vista, CA 92083
DATE: June 28, 2013
FROM: Manny Ruelas, Office Assistant (949) 443-6308
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
ROY L. BYRNES, M.D.
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
RE: Personal Services Agreement — Emotional and practical support to victims of traumatic
events and their families.
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
the agreement. If you have questions related to insurance requirements, please call Manny
Ruelas, Office Assistant at (949) 443-6308.
If you have questions concerning the agreement, please contact Michael Cantor, Safety and
Emergency Services Manager at (949) 443-6391.
Enclosed is a copy for your records.
Cc: Michael Cantor, Safety and Emergency Services Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
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