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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
`1 A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this_____day of __________________, 2024, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM,"
A
N
D
TRAUMA INTERVENTION PROGRAMS, INC., a California corporation, hereinafter referred to as “CONTRACTOR.”
W I T N E S S E T H:
WHEREAS, ANAHEIM desires to provide a range of emotional and practical support services to victims of traumatic events and their families; and WHEREAS, CONTRACTOR has submitted a proposal to perform those services, the terms and conditions of which are acceptable to ANAHEIM.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. TERM
The term of this Agreement shall commence on the Effective Date of this Agreement, and shall terminate three (3) years thereafter , unless terminated earlier as set forth in Section 10 herein (“Initial Term”).
The Fire Chief is hereby authorized to renew this Agreement upon the same terms and conditions for no more than two (2) additional one (1) year term after the Initial Term ("Renewal Term"), unless CON TRACTOR provides written notice of termination no less than thirty (30) days prior to completion of the term in progress (hereinafter the phrases “Initial Term” and “Renewal Term,” if any, shall be collectively referred to as the “Term").
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
2. SERVICES TO BE PROVIDED BY CONTRACTOR
CONTRACTOR shall provide all of those services set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference.
3. COMPENSATION
ANAHEIM shall pay CONTRACTOR for Services performed during the Term of this Agreement, in accordance with Exhibit A, attached hereto and incorporated herein, and as follows:
Fiscal Year 2024-25: $41,619.00
Fiscal Year 2025-26: $42,868.00
Fiscal Year 2026-27: $44,154.00
Fiscal Year 2027-28: $45,478.00
Fiscal Year 2028-29: $46,843.00
These amounts shall be payable annually within thirty (30) days of submission of a proper invoice by CONTRACTOR to ANAHEIM.
All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.
ANAHEIM does not represent that said budget item will be actual ly adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
4. INDEMNITY
As respects acts, errors or omissions in the performance of professional services, CONTRACTOR agre es to indemnify and hold harmless ANAHEIM, its officials, employees, representatives, and ANAHEIM -designated volunteers from and against any and all claims, losses, damages, defense costs, liability of any kind or nature, to the extent arising out of CONTRACTOR's (including, without limitation, CONTRACTOR's contractors, volunteers,
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
subcontractors, or other persons acting on behalf of CONTRACTOR, if any) negligent acts, errors or omissions, or CONTRACTOR’s failure to follow standard practice, in the performa nce of professional services under the terms of this Agreement.
As respects all acts or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts or omissions normally covered by genera l and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, agents, employees, representatives, and ANAHEIM- designated volunteers from and against any and all claims, losses, damages, defense costs, or liability of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with CONTRACTOR’s (including, without limitation, CONTRACTOR's contractors, volunteers, subcontractors, or other persons acting on behalf of CONTRACTOR, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.
The obligations set forth in this indemnificat ion provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
5. INSURANCE
Without limiting ANAHEIM'S right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California statutes and Employers Liability in an amount not less than $1,000,000 per occurrence.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, and Independent Contractor's Liability, in an amount not less than $2,000,000.00 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, without a self-
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Comprehensive Automobile Liability Coverage including coverage for owned, non-owned, and hired autos, in an amount not less than $2 ,000,000 per occurrence, combined single limit.
Professional Liability Insurance coverage in an amount not less than $1,000,000.00 per occurrence, and CONTRACTOR shall maintain such coverage for at least two (2) years from the termination of this Agreement. Such insurance shall be written on a primary basis, without a self-insured retention, but may include a deductible of not more than $5,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Each insurance policy required by this Agreement shall contain the following clauses or shall otherwise provide for the following conditions:
"This insurance shall not be cancelled until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non- payment of premium which shall provide for not less than ten (10) days' notice."
Each insurance policy required by this Agreement, excepting policies for Professional Liability, Automobile Liability, and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
"It is agreed that any insurance maintained by CONTRACTOR pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self -insurance maintained by the City of Anaheim."
"The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within sixty (60) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) an endorsement to the CGL Insurance policies which adds ANAHEIM as an additional insured, or (ii) in lieu of said e ndorsement, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced additional insured clause is otherwise included in said insurance policies. Insurance required hereunder shall be placed w ith insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best's rating of A - VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance polici es related to such required insurance; provided, however, that this provision shall not apply (i) if CONTRACTOR elects to not release a copy of its insurance policy or policies to ANAHEIM, and (ii) if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to any other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
1. Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof;
2. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR 's failure to maintain insurance or secure the appropriate endorsement.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR's (including, without limitation, CONTRACTOR's contractors, volunteers, subcontractors, or other persons acting on behalf of CONTRACTOR, if any) performance of the work covered under this Agreement.
In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT sh all ensure, and certify to ANAHEIM in writing that: (i) the acts or omissions of such persons or firms are covered under the above - referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits , terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms which are not performing professional services -such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
ANAHEIM's Risk Manager is hereby authorized to alter the requirements set forth herein in the event she determines that such alteration is in ANAHEIM's best interest.
6. ASSIGNMENT
Neither CONTRACTOR nor ANAHEIM may assign or transfer this Agreement, or any part thereof, without the written consent of the other party.
7. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.
8. COMPLIANCE WITH LAWS
In the performance of this Agreement, CONTRACTOR shall abide by and conform to any and all applicable laws of the United States, the State of California and the City Charter and Ordinances of ANAHEIM.
9. PARTIAL INVALIDITY
If any portion of this Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
10. TERMINATION OF AGREEMENT
Either ANAHEIM or CONTRACTOR may terminate this Agreement upon giving the other party at least thirty (30) days' prior written notice.
11. INDEPENDENT CONTRACTOR
CONTRACTOR is at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be a n officer, agent or employee of ANAHEIM.
12. NOTICES
Notices and communication concerning this Agreement shall be sent to the following addresses:
ANAHEIM CONTRACTOR
City of Anaheim Trauma Intervention Programs, Inc.
Attention: City Clerk Attention: Mandy Atkission, President&CEO 200 S. Anaheim Boulevard 8411 S. Los Feliz Drive
Anaheim, California 92805 Tempe, ZA 85284
With copies to:
ANAHEIM Fire Department
City of Anaheim
201 S. Anaheim Boulevard, 3
rd
Floor
Anaheim, California 92805
FAX No. (714) 765-4008
Either party may, by notice to the other party, change the address specified above. Service of notice or communication shall be complete when received at the designated address.
13. NO THIRD-PARTY RIGHTS
The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established herein.
14. ENTIRE AGREEMENT
This writing constitutes the entire agreemen t between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto.
15. AUTHORITY
CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
16. EFFECTIVE DATE
This Agreement shall be effective on July 1, 2024.
[Remainder of page intentionally left blank; signatures on next page]
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
IN WITNESS WHEREOF, the parties hereto have cau sed this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM,
a municipal corporation
DATE OF EXECUTION:
By_____________________________
ATTEST:
"ANAHEIM"
_____________________________
City Clerk of the City of Anaheim
TRAUMA INTERVENTION PROGRAMS, INC.,
a California corporation
DATE OF EXECUTION: By_____________________________
____________________ Printed Name___________________
Title__________________________
"CONTRACTOR"
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By____________________________
Bryn M. Morley
Deputy City Attorney
Date________________________
152679
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
EXHIBIT A
SCOPE OF SERVICES
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 pe rsonnel 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 prov iding on- scene emotional support to clients; making necessary telephone calls; making arrangemen ts 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 provide City quarterly updates with respect to services provided for herein.
Quote
T rauma I ntervention Programs, I nc., shall, for the services and work rendered pursuant to our agreement with the C ity of A naheim, be compensated by the City for services performed in accordance with the rates and charges ref erenced herein . (R ates and charges ref erenced herein represent a 3% increase per y ear f rom the base rate for 2024 -2025.)
(1) $41,619 for F iscal Y ear 2024-2025.
(2) $42,868 for Fiscal year 2025-2026.
(3) $44,154 for F iscal year 2026-2027.
(4) $45,478 for Fiscal year 2027-2028.
(5) $46,843 for Fiscal year 2028-2029.
Scope of Work Summary
T rauma I ntervention Programs, I nc., hereinafter referred to as “ T I P” , shall provide a range of me ntal he alth services which include emotional and practical support to the C ity of A naheim at the request of first responders through the 911 system. Support is provided to victims of traumatic events , family members , witnesses, and other impacted persons (hereinaf ter ref erred to as “ cli ents” ). S ervices include but are not limited to providing immediate on- scene emotional and practical support to clients by: serving as liaisons between the victims and emergency personnel ; acting as temporary protectors for vulnerable clie n ts; assessing needs such as shelter, food and transportation; connecting bio -cleanup resources, mortuaries and other necessary services; providing appropriate referrals for longer term mental health support; assist ing police officers with death notifications ; and more as determined by individual client needs.
TIP shall be available 24 hours a day, 365 days a year and shall respond within 25 minutes to assist with clients impacted by any traumatic situation where a first responder feels support is desirable in situations including, but not limited to:
• Natural or unexpected death of a loved one .
• Suicide, overdose, drowning, infant death .
• Violent crime including homicide, rape sexual assault, assault, robbery or burglary . • Fire , floods and other disasters.
• T ransportation accidents such as motor vehicle accidents. • Workplace tragedies.
• Disoriented or lonely elderly persons.
• Mass casualty, critical incidents.
• A ny other circumstance requiring immediate support.
T I P shall make available to the City sufficient information to enable the City to contact the appropriate T I P volunteer, including 24 -hour on- call phone number, address, and names of volunteers, supervisors (when appropriate), as well as alternate or backup telephone numbers.
T I P or T I P’ s employees and/or volunteers shall provide all vehicles and equipment necessary for the performance of services in this A greement and shall be responsible for maintenance of said equipment and vehicles.
T I P shall provide all personnel, volunteers, supplies, and equipment necessary for the efficient and effective operation of the services and programs provided for herein.