Professional Services Agreement with Trauma Intervention Programs Inc. for Professional Counseling Services PROFESSIONAL SERVICES AGREEMENT WITH
TRAUMA INTERVENTION PROGRAMS,INC.
This PROFESSIONAL SERVICES AGREEMENT WITH TRAUMA INTERVENTION
PROGRAMS, INC. ("Agreement") is made this 27th day of May, 2014 ("Effective Date")
between the City of Meridian, a municipal corporation organized un er the laws of the State of Idaho
("City") and Trauma Intervention Programs, Inc., a nonprofit organization organized under the laws of the
State of California("TIP") (collectively, "Parties").
WHEREAS, the Meridian Police Department desires the services offered by TIP as described in
Exhibit A hereto, including provision of comprehensive emotional and practical support services, on an
as-needed basis, to victims of emergency situations and traumatic events;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein
contained, the Parties agree as follows:
I. STATEMENT OF WORK. Pursuant to the terms and conditions of this Agreement, TIP shall provide the
following services:
A. Immediately upon receipt of payment by City, TIP shall establish an affiliate branch of TIP within
Ada County, Idaho in order to provide the services enumerated herein within Meridian, Idaho.
Throughout the term of this Agreement, TIP shall provide all personnel, volunteers, supplies, and
equipment necessary to accomplish TIP's obligations under this Agreement.
B. By November 30, 2014, TIP shall complete a Volunteer Training Academy, select and train a local
crisis team manager, and train local emergency personnel on TIP and how to utilize TIP's
services.
A. By January 1, 2015, TIP personnel shall be available, twenty-four hours a day, to provide on-scene
emotional and practical support services to victims of emergency situations and traumatic events
("clients"), upon request or referral by City personnel. Such support services shall include,but
shall not be limited to: on-scene emotional support and/or counseling; arrangements for clean-up
services; notification to family, friends and others as directed or needed by client; providing
information and referrals to follow-up support services; and at least one follow-up contact. TIP
shall make available to City sufficient information to enable City personnel to contact the
appropriate local TIP volunteer at any time, including phone numbers and names of all TIP
volunteers and supervisors on call. City's use of TIP shall be in the sole discretion of City and
City personnel. TIP agrees that the City may decline TIP services at any time, even if initially
called out by City, at City's sole discretion.
II. STANDARD OF PERFORMANCE. TIP's practices and provision of services shall comport with the
provisions of TIP's Articles of Incorporation and Bylaws, attached hereto as Exhibit B. TIP and each
and all of TIP's agents, employees, and volunteers, shall be fully qualified to, and shall, perform these
services and all components thereof in accordance with generally accepted industry standards and
practices. Neither TIP nor any byproduct or component of its activities shall in any way harm or
endanger the health, safety, and/or welfare of TIP agents, employees, or volunteers; any member of
the public and/or City personnel.
PROFESSIONAL SERVICES AGREEMENT-TRAUMA INTERVENTION SERVICES PAGE 1
III. TERM. This Agreement shall become effective as of the Effective Date upon execution by both
parties, and shall expire on September 30, 2015, unless earlier terminated or extended in the manner
as set forth in this Agreement.
IV. PAYMENT. Within thirty (30) days of receipt of invoice; completed W-9 form; proof of insurance as
required by this Agreement; and execution of agreements with City of Eagle, City of Garden City,
City of Kuna, City of Meridian, City of Star, and Ada County Sheriff's Office, City shall pay TIP a
maximum amount of nine thousand seven hundred and sixty-six dollars ($9,766.00) for the services to
be performed hereunder. It is understood by the Parties that this amount represents twelve cents per
City resident (i.e. 209,700 persons times 00.12 cents per capita). City shall not withhold any federal
or state income taxes from any payment made by City to TIP under this Agreement. Payment of all
taxes and other assessments on such sums shall be the sole responsibility of TIP.
V. GENERAL PROVISIONS.
A. INDEMNIFICATION. TIP shall indemnify and save and hold harmless City from and for any and all
losses, claims, actions, judgments for damages, or injury to persons or property and losses and
expenses caused or incurred by TIP, its servants, agents employees, guests, and business invitees,
and not caused by or arising out of the tortious conduct of City or its employees. TIP
acknowledges that the provision of services to City as described in this Agreement carries risks,
some of which are unknown, and TIP does assume all known and unknown risks and hazards of
providing services as described in this Agreement.
B. INSURANCE. TIP shall maintain, and specifically agrees that it will maintain, throughout the term
of this Agreement:
1. Liability insurance, in which the City shall be named an additional insured in the minimum
amount of one million dollars ($1,000,000), or the maximum amount specified in the Idaho
Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code, whichever is higher.
2. Automobile insurance with a limit of no less than one million dollars ($1,000,000) per
occurrence for owned, non -owned and hired vehicles. If TIP has no owned motor vehicles,
then hired and non -owned motor vehicle liability coverage with limits not less than one
million ($1,000,000) per accident for bodily injury and property damage is required. Where
applicable, the City of Meridian shall be named as an additional insured.
3. Workers Compensation coverage in the amount required by Idaho law.
The limits of TIP's insurance shall not be deemed a limitation of the covenants to indemnify and
save and hold harmless City. If City becomes liable for an amount in excess of the insurance
limits herein specified, TIP covenants and agrees to indemnify and save and hold harmless City
from and for any and all such losses, claims, actions, or judgments for damages or liability to
persons or property. TIP shall provide City with proof of insurance as required by this
Agreement. In the event the insurance minimums are changed, TIP shall immediately submit
proof of compliance with the changed limits. TIP acknowledges that City shall not provide for
TIP, or for its agents, employees, or volunteers, any insurance or coverage of any kind, whether
financial, medical, or otherwise, for any accidents, injuries, illnesses, losses, or damages that result
during or arise out of the services provided under this Agreement and/or any activity related
thereto.
C. INDEPENDENT CONTRACTOR. In all matters pertaining to this Agreement, TIP shall be acting as
an independent contractor, and neither TIP, nor any officer, employee or agent of TIP, will be
PROFESSIONAL SERVICES AGREEMENT - TRAUMA INTERVENTION SERVICES PAGE 2
deemed an employee of or volunteer for City. The selection and designation of City personnel in
the performance of this Agreement shall be made by the City. TIP understands, acknowledges,
and agrees that TIP is free from actual and potential control by City in the provision of services
under this Agreement. Specifically, without limitation:
1. TIP is engaged in an independently established trade, occupation, profession, or business.
2. TIP has the authority to hire or engage subordinates.
3. TIP owns and/or will provide all major items of equipment necessary to perform services
under this Agreement.
D. NO AGENCY. It is understood and agreed TIP is not, and shall not be considered, an agent of City
in any manner or for any purpose whatsoever in any activity undertaken pursuant to this
Agreement. TIP shall have no authority or responsibility to exercise any rights or power vested in
City.
E. PROPRIETARY RIGHTS. TIP 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.," "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. Except
as otherwise provided in the Idaho Public Records Act or other applicable law, TIP is the sole and
exclusive owner of all materials used to operate the TIP Program in the City of Meridian. These
materials include but are not limited to the Operations Manual, Volunteer Training Manual and
Trainers Manual. Upon termination of this Agreement, City agrees to immediately return all
manuals and materials to TIP.
F. CONFIDENTIALITY. Neither TIP nor its volunteers shall use information gained in the course of
provision of services under this Agreement for any purpose other than fulfillment of its obligations
hereunder. TIP and TIP personnel shall, at all times during the term of this Agreement and
thereafter, hold in strictest confidence, and shall not use or disclose to any person, firm or
corporation, for any purpose whatsoever, any confidential information shared with or become
known to TIP in the course of providing services under this Agreement, except as required by law
or court order. This provision and the obligations inuring to TIP hereunder shall survive the
termination or expiration of this Agreement.
G. NOTICES. Any and all notices required to be given by either of party hereto shall be in writing and
be deemed communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
City: TIP:
Meridian Police Department Trauma Intervention Programs, Inc.
Attn: Chief of Police 1420 Phillips Street
1401 E. Watertower Vista CA 92083
Meridian ID 83642
Either party may change its address for the purpose of this paragraph by giving written notice of
such change to the other in the manner herein provided.
H. ATTORNEY FEES. Should any litigation be commenced between the parties hereto concerning this
Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted,
to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction.
PROFESSIONAL SERVICES AGREEMENT - TRAUMA INTERVENTION SERVICES PAGE 3
This provision shall be deemed to be a separate contract between the parties and shall survive any
default, termination, or forfeiture of this Agreement.
I. TIME IS OF THE ESSENCE. The parties hereto acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition and provision hereof, and that the failure to
timely perform any of the obligations hereunder shall constitute a breach of, and a default under,
this Agreement by the party so failing to perform.
J. ASSIGNMENT. It is expressly agreed and understood by the parties hereto, that TIP shall not have
the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon
the prior express written consent of City. Any and all subcontractors or assignees shall be bound
by all the terms and conditions of this Agreement.
K. DISCRIMINATION PROHIBITED. In performing the Services required herein, TIP shall not
discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender
identity/expression, national origin or ancestry, age or physical disability.
L. REPORTS AND INFORMATION. At such times and in such forms as the City may require, there
shall be furnished to the City such statements, records, reports, data and information as the City
may request pertaining to matters covered by this Agreement.
M. AUDITS AND INSPECTIONS. At any time during normal business hours and as often as the City
may deem necessary, there shall be made available to the City for examination all of TIP's records
with respect to all matters covered by this Agreement. TIP shall permit the City to audit, examine,
and make excerpts or transcripts from such records, and to make audits of all contracts, invoices,
materials, payrolls, records of personnel, conditions of employment and other data relating to all
matters covered by this Agreement.
N. COMPLIANCE WITH LAWS. In performing the scope of services required hereunder, TIP shall
comply with all applicable laws, ordinances, and codes of Federal, State, and local governments.
O. TERMINATION FOR CAUSE. If, through any cause, TIP shall fail to fulfill in a timely and proper
manner its obligations under this Agreement, or if TIP shall violate any of the covenants,
agreements, or stipulations of this Agreement, the City shall thereupon have the right to terminate
this Agreement by giving written notice to TIP of such termination and specifying the effective
date thereof at least fifteen (15) days before the effective date of such termination. If this
Agreement is terminated for cause, TIP shall be entitled to just and equitable compensation for any
work satisfactorily completed hereunder; City shall be entitled to a prorated portion of the amount
paid for work not completed. This provision shall survive the termination of this agreement and
shall not relieve TIP of its liability to the City for damages, provided that the amount of such
damages shall not exceed the total compensation provided for in this agreement.
P. TERMINATION FOR CONVENIENCE OF CITY. The City may terminate this Agreement at any time
by giving at least fifteen (15) days notice in writing to TIP. If this Agreement is terminated for
convenience of City, TIP shall be entitled to the amount actually paid by City.
Q. NON -APPROPRIATION. Should funding become not available, due to lack of appropriation, the
City may terminate this agreement upon fifteen (15) days notice.
PROFESSIONAL SERVICES AGREEMENT - TRAUMA INTERVENTION SERVICES PAGE 4
-h A
tom _ _ Sm _
will not affect the validity or enforceability of any other part of this Agreement so long as the
remainder of the Agreement is reasonably capable of completion.
A + + --V +�., + a
S. ENTIRE GREEMENT. This agreement contains 1,hc cn. ?c agrcc���cr _ .__ Yw.__s ».��
supersedes any and all other agreements or understandings, oral or written, whether previous to the
execution hereof or contemporaneous herewith.
T. APPLICABLE LAw. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. Venue
shall be in the courts of Ada County, Idaho.
U. APPROVAL REQUIRED. This Agreement shall not become effective or binding until approved by
the governing bodies of the City of Meridian, City of Eagle, City of Garden City, City of Kuna,
City of Meridian, City of Star, and Ada County Sheriff's Office.
V. EXHIBITS. All exhibits to this Agreement are incorporated by reference and made a part of hereof
as if the exhibits were set forth in their entirety herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of
2014.
TRAUMA INTERVENTION PROGRAMS, INC:
STATE OF CALIFORNIA )
ss:
County of )
I HEREBY CERTIFY that on this 1 (10 day of May, 2014,
Wayne ortin, Chief Executive Officer before the undersigned, a Notary Public in the State of
KELLY NANDA
Commission # 1934268
m Notary Public - California z
San Diego County
My Comm, Expires Apr 29, 2015
CITY OF MERIDIAN:
C
California, personally appeared Wayne Fortin, proven to me to
be the person who executed the said instrument, and acknowledged to me
that Ahe executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official) seal, the day and year in this certificate first above written.
Residing at ',� I X
My Commission Expires:
It:DA
Tammy des eerd, Mayor f' � � o- TayceOHolman, City Clerk
1 ----
\.Si /,,L
7'
California
PROFESSIONAL SERVICES AGREEMENT- TRAUMA INTERVENTION SERVICES PAGE 5
1
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PROFESSIONAL SERVICES AGREEMENT - TRAUMA INTERVENTION SERVICES PAGE 6
rauma Intervention Programs, Inc. (TIP Inc)
FACT SUEET
TIP Inc is a non profit 501 (c)(3) organization founded in San Diego County, CA, in 1985.
Today, there are 15 regional Affiliates serving over 250 cities nationwide.
If. Brief History
• 1985 ..... TIP Inc founded in San Diego, CA.
• 1991..... TIP Inc wins the prestigious Innovations in State and Local Government
Award.
• 1993-2013.. TIP Inc establishes 15 regional Chapters nationwide serving over 250 cities.
• 2000 ..... TIP Inc awarded the Crime 'Victim Service Award, the highest federal honor
for victim service organizations.
III. Mission Statement: To provide immediate on scene support to survivors of tragic events.
IV. The Problem Addressed:
A. Survivors of tragic events have a tremendous need for compassionate support.
B Emergency responders do not have the time to care :for those who are emotionally
injured.
C. Helping agencies are not available on a 24/7 basis.
V. The Consequences
A. The Second Injury
• "We couldn't understand a word the doctor told us. "
• "I will never forget the sight of them carrying my baby out like a football. "
• "I had no idea what to tell the kids after their father killed himself, "
B. Effect on the Emergency Response System
• `7 hate leaving citizens in shock behind. "
• "I was tied up at the scene because I waited until the family got there."
V.I. The Solution: Citizen volunteers respond to emergency scenes to care for emotionally
traumatized citizens.
VII. Examples of TIP Clients
VII. Examples of TIP Clients
• Family members after the injury or death of a loved one.
• Witnesses and bystanders on the scene of a tragic event.
• Disoriented older persons who turn to public safety for non emergency assistance.
• Drivers who accidentally injure or kill someone in a traffic accident.
• Employees after a tragic accident in the workplace.
• Survivors of a major transportation accident.
• Survivors of a residential fire.
• Children alone in the emergency department because of the injury or death of a parent.
• Emotionally distraught patients who are alone in the hospital.
• Patients dying alone.
VIII. The TIP Model
A. 24/7/364
B. 20 -minute response to any Iocation requested.
C. Broad Brush approach
D. Integrated into emergency system
E. Use of citizen volunteers (55 hours of training/background checks)
F. Multi agency/regional/cost effective
IX. The Community Impact
A. Traumatized citizens receive immediate support. 98% report TIP was "very helpful. "
B. Victims with special needs receive support (seniors, children, people with disabilities...}
C. Public Safety personnel have a resource which saves time and reduces stress.
• "TIP released me from the scene"-- 89%
• "TIP allowed me to concentrate on my job" — 92%
• "TIP reduced my stress" — 96%
X. TIP Volunteers
A. All ages and backgrounds.
B. 55 hours of training.
C. Ongoing Continuing Education meetings.
D. Background checks.
E. On call 3, 12 -hours shifts monthly.
F. "I get much more than Igive. "
G. Become effective Citizen Helpers
2
XI. How TIP Works with ]existing Crisis Intervention Providers
® TIP Volunteers have a long history of working well as a team with Chaplains, Victim
Witness Advocates and other providers
+ TIP Brings added value to the existing crisis response system by:
° Providing quick response (20 minutes or less).
° Providing 100% response to request for service.
° Responding to the "daily disaster" which may fall outside the scope of sei vice
of other providers.
• Responding to major critical incidents with other providers.
° Bringing specialized and comprehensive services to crisis scenes (bilingual
service, comprehensive Resource Guide, teen volunteer, comfort dog.....).
TIP offers comprehensive services which enhance the quality of TIP's
services to clients. For example...
® TIP professional counselors, including a bilingual
counselor, will counsel TIP clients at no cost for up to
three sessions.
® TIP volunteers give TIP clients a comprehensive
resource guide.
0
E
TIP has a well trained critical incident response team.
A large team of volunteers can be dispatched quickly to
major incidents.
TIP has a TIP Teen Program. Teen volunteers are able
to provide peer support to teens who have been
traumatized.
TIP has volunteers who are bilingual and who can
provide support services in the client's own language.
TIP volunteers who can sign for deaf clients
TIP has comfort dogs available for deployment in
major incidents.
TIP has an experienced school intervention team.
4
#1. TIP enables cities to offer support to their residents at the worst time in their
lives.
#2. TIP makes cities' emergency response system more efficient by freeing officers
from non emergency tasks to return to service.
#3. Because TIP is a large group of volunteers (over 100 in Orange County), TIP can
guarantee to emergency responders a 20 minute response time on a
24/7/365 basis,100% of the time.
#4. TIP offers comprehensive services which enhance the quality of TIP's crisis
intervention services. For example ...
• A TIP professional counselor will counsel TIP clients at no cost for up
to three sessions.
• TIP volunteers give TIP clients a comprehensive resource guide.
• TIP has a well trained critical incident response team.
• TIP has a TIP Teen Program. Teen volunteers are able to provide peer
support to teens who have been traumatized.
• TIP produces the Heroes With Heart Dinner honoring first responders.
• TIP has a bilingual response team.
#5. A TIP program increases the city's ability to respond to major incidents ---
whether it be a school shooting Colorado shooting, for example, a car crash
involving multiple casualties, or the sudden death of a city employee.
#6. TIP is an important part of cities' emergency preparedness plan. If a major
disaster occurs involving causalities, TIP can mobilize many experienced
volunteers within one hour of being dispatched.
#7. TIP has a diverse group of volunteers who can meet special needs of victims.
For example, there are TIP volunteers who can sign, as well as TIP volunteers
who are bilingual. Also, TIP has a large pool of female volunteers who can meet
the needs of women who have been raped and who are victims of domestic
violence.
#8. TIP gives residents of the community an opportunity to become involved in
public safety and make a difference in the lives of their neighbors. TIP
volunteers develop the skills, confidence and expertise to help family members,
coworkers, friends and neighbors when, tragedy strikes, even when the
volunteers are not in their formal TIP roles.
_-_
A. In Kind Support
➢ Present TIP to local hospitals
Y Local Organizing Committee
➢ Training Facility
➢ Dispatching
➢ Access to Train Emergency Responders about TIP
➢ Ride -a -long Opportunities
➢ Provide background checks at no cost for TIP Volunteers
➢ Allow TIP to obtain cell phones under the police or fire department account.
B. Direct Cost
12 cents per capita per jurisdiction annually through a service contract with TIP
C. Minimum Amount Needed to Establish TIP in the Treasure Valley= $4.5,000
D. How $ From Local Jurisdiction Will Be Used.....
➢ Personnel - $25,000 (1/2 time Crisis Team Manager)
➢ Non Personnel = $20,000
➢ Cost of 2 National Training Academies
A Insurance
➢ Telephone equipment
➢ Resource Guides for Victims
➢ Supplies
➢ Volunteer Appreciation Activities
➢ Travel by local manager for training and to the TIP Annual Meeting
➢ Expected to Be Raised From the Private Sector in years 2,3,4 .... $20,000 (to be used
to raise local manager's salary to full time).
ESTABLISHING
IN THE TREASURE VALLEY I
A. TIP National signs service contracts with local jurisdictions (term Oct 2014 - juice
2015) that raises a minimum of $45;000 (interested jurisdictions should contact Wayne
Fortin at Tipincceo aol.com for a Service Contract).
B, TIP Staff works with the local organizing committee (volunteers from each jurisdiction)
to recruit volunteers and to setup the National Volunteer Training Academy in the
Treasure Valley (5 month process) ... April - August 2014.
C. TIP National Trainers Conduct the Volunteer Training Academy - Early September
2014.
D. First class of TIP Volunteers graduates - September 2014,
E. TIP selects and trains a local Crisis Team Manager - Late September 2014.
F. TIP Staff trains local emergency personnel on how to use TIP -Late September 2014,
G. TIP Program is On Line -- October 2014/November,
H. TIP National operates the Local Affiliate until a local Board of Directors is identified and
a local non-profit is established (approximately 2-3 years).
rI lid , �. ,
PROFESSIONAL SERVICES AGREEMENT - TRAUMA INTERVENTION SERVICES PAGE 7
CORPORATION DIVISION
1, MARCH FONG EU, Secretary of State of the
State of California, hereby certify:
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
DEE C 2 0 ? I R&
C
Secretary of State
SFC/STATE FORM CV -107 06 408811
1629482
ENDOnSgo
Flt.
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kt 00 Offka of ffic Sacrelory of Mift
of Neo St Cft Of C41190MO
MUCH FOU EU, Softry of SQ,
ARTICLES OF INCORPORATION
OF
TRAUMA INTERVENTION PROGRAMS, INC.
I
The name of this corporation is t TRAUMA INTERVENTION PROGRAMS, IN(--,
ii
A. This corporation is a nonprofit public benefit corporation atid
is riot organized for the private gain of any person. It is organized
under the Nonprofit Public Benefit Corporation Lat,i for charitable
purposes.
E. The specific Purpose of this corporation is to ensure that
victims of traumatic e'vents receive the emotional and practical support
they need imiediately following the traumatic occurrence by educating
emergency first responders and.citizens in principles and tecliniques of
victimology and trauma intervention,
III
The name and address in the State of California of this corporation's
initial agent is:
Mr. Wayne Fortin
%Trauma intervention Programs
North Coastal Mental Health Center
1701 Mission Avenue, Suite A
Oceanside, CA 92051
-1-
Iv
A, This corporation is organized and operated exclusively for
educational and charitable purposes within the meaning' of Section 501
(c)(3) of the Internal Revenue Code.
B. No substantial part of the activities of this corporation
shall consist of carrying on propaganda or otherwise attempting to
influence legislation, and the corporation shall not participate or
intervene in any political. campaign. (including the publishilIg or
distribution of statements) on behalf of arty candidate for public office,
V
The property of this corporation is irrevocably dedicated to educational
and charitable purposes and no part of the net income or assets of this
corporation shall ever inure to the benefit of any director, officer or
member thereof or to the benefit of any private person. Upon the
dissolution or winding up of the corporation, its assets remaining after
payment, or provision for payment, of all its debts and liabilities of
this corporation shall be distributed to a nonprofit fund, foundation or
corporation which is organized and operated exclusively for educational
or charitable Purposes and which has established its tax exempt status
under Section 501 (c)(3) of the Internal Revenue Code.
IN WITNESS THEREOF, for the purpose
laws of the State of California, the
articles of incorporation.
DATED: q - ,; 3 A�
of forming the corporation under the
undersigned has executed these
Incirporator
Wayne Fortin
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which. execution is my act and deed.
Incor
orator
-2-
'itate of C��1zf�rrtztt
P.O, Box
,fflar�� Ann � � Sacramento,
CA 95812
Phone: (916) 445.2020
33TATEMENT BY DOMESTICICORPORATION
THIS STATEMENT MUST BE FILED WITH
CALIFORNIA SECRETARY OF STATE (SECTIONS 6210, 82,10, 9660 CORPORATIONS CODE)
1. DUE DATE': MARCH 16, 1989
1,629482
TRAUMA INTERVENTION PROGRAMS, INC.
IF ITEM 1 IS BLANK, PLEASE ENTER CORPORATE.
DO NOT WRITE IN THIS SPACE
THE CORPORATION NAMED HEREIN, ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA, MAKES THE FOLLOWING STATEMENT:
2. STREET ADDRESS OF PRINCIPAL OFFICE SUITE on Room 2A. 28.
(IF NONE, COMPLETE 3-30) j`j
Jr�i (01eYO� vv"USE P.O, BOX )f+�7�c>CAND STATE ZIP
3. MAILING ADDRESS (OPTIONAL.) SUITV OR ROOM 3A. � 38.
CITY :AND STATE ZIP CODE
NAMES OF THE FOLLOWING OFFICERS ARE:
4, 17J
VE
C� 1 R.
-4.A.
BUSINESS ORESIDENCE ADDRESS (DO NOT U3E. P.O. 60X)
40. C
�'` ��ITY AND STATE
AC.
�� ���F
IP
_�.
Ct4fiep�o#a (A.
SECRETARY
BUSINESS OR RESIDENCE ADDRESS (DO NOT USE P.O. BOX)
CITY AND STATE
ZIP CODE
6.
6A.
6B:
6C.
� M 70#,V. 0/i X.
G2G,,,�' S i 0
qos-&
HIEF FINANCIAL OFFICER
BUSINESS OR RESIDENCE ADDRESS (DO NOT USE P.O. BOX)
_ CITY AND STATE
ZIP CODE
AGENT FOR SERVICE OF PROCESS: W4 Lr..6✓(/�-Y (. _
CALIFORNIA BUSINESS OR RESIDENCE ADDRESS IF AN INDIVIDUAL- (DO NOT USE P.O. 80X) ONLY ONE AGENT CAN BE NAMED, DO NOT INCLUDE ADDRESS IF AG -ENT
IS A CORPORATION,
6.. 1 DECLARE THAT i. HAVE .:EXAMINED THIS STA -I -E mENT AND TO THE BEST OF MY KNOWLEDGE AND aEL1E F, IT ISS TRUE, CORRECT AND COMPI:E'TE.
DATE -. TITLE TYPE dR PRINT NAME OF SIGNING OFFICER OR AGENT SIGNATURE
a�.t'910.,}tM 85 9301E
tb
BYLAWS OF
TRAUMA INTERVENTION PROGRAMS, INC.
A California Public Benefit Corporation
ARTICLE I
NAME
The name of this corporation shall be:
TRAUMA INTERVENTION PROGRAMS, INC.
ARTICLE II
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation ("Principal Executive Office")
is located in the State of California, County of San Diego,
The Directors may change the principal office from one location to another. Any change of this location
shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state
the new location.
SECTION 2. OTHER OFFICES.
The Board of Directors may at any time establish branch or subordinate offices at any place or places
where the corporation is qualified to do business.
ARTICLE III
NONPARTISAN ACTIVITIES
This corporation has been formed under the California Corporation Law for the purposes described
herein below at Article XV, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the
corporation shall consist of the publication or dissemination of materials with the purpose of attempting to
influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf
of any candidate for public office or for or against any cause or measure being submitted to the people for a
vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any
powers that are not in furtherance of the purposes described above.
Rev: 03/04/09
ARTICLE IV
DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to the fulfillment of the
Objectives and Purposes of this corporation as set forth in Article XV hereof. No part of the net earnings,
properties or assets of this corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any
private person or individual, or any member or Director of this corporation except in fulfillment of said
Objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be
distributed pursuant to the nonprofit provisions of the California Corporation Code then in effect.
ARTICLE V
MEMBERSHIP
SECTION 1. DETERMINATION OF MEMBERS
This corporation shall make no provision for members, however pursuant to Section 5310(b) of the
Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under
law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a
majority of all members or approval by the members, shall only require the approval of the Board of Directors.
ARTICLE VI
ELECTION OF THE DIRECTORS
SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES
A. Nominating Committee. The chairman of the Board, or the president if there is no chairman, shall
appoint a committee to select qualified candidates for election to the Board of Directors at least 30 days before
the date of any election of Directors. The nominating committee shall make its report at least 10 days before
the date of the election, and the secretary shall forward to each Director, with the notice of meeting required by
Article VI, Section 4, a list of candidates nominated, by office.
B. Election of Board. Directors shall be elected to the Board by the presiding Board of Directors. The
candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected.
Each Director shall cast one vote. Qualified persons may submit their names for election to the nominating
committee 30 days prior to the annual meeting of the Board of Directors, or when a vacancy exists.
ARTICLE VII
DIRECTORS
SECTION 1. POWERS
A. General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law
and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved
by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be
exercised, by or under the direction of the Board of Directors.
2 Rev: 03/04/09
B. Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the
Directors shall have the power to:
1. Select and remove all officers, agents, and employees of the corporation; prescribe any powers
and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and
fix their compensation.
2. Change the principal executive office or the principal business office in the State of California
from one location to another; cause the corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or outside the State of California; and designate any place
within or outside the State of California for the holding of any members' meeting or meetings, including annual
meetings.
3. Adopt, make, and use a corporate seal; prescribe forms of membership certificates; and alter
the form of the seal and certificate.
4. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed
and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds
of trust, mortgages, pledges, hypothecation, and other evidence of debt and securities.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
The corporation shall have not less than seven or more than seventeen Directors, and collectively they
shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by
repeal of this Bylaw and adoption of new Bylaw, as provided in these Bylaws.
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS
Directors will be elected at the annual meeting for two year terms. Directors may be re-elected for a
maximum of 8 terms. After serving a 8 terms, a Director must rotate off the Board for a minimum of one year
before being reconsidered for reelection to the Board unless permitted by a majority vote of the Board of
Directors to remain as a Director for an extended term. Each Director, including a Director elected to fill a
vacancy or elected at a special meeting, shall hold office until expiration of the term for which elected. For the
purpose of the election of members of the Board of Directors the last regularly scheduled meeting of the Board
during any calendar year shall serve as the annual meeting.
SECTION 4. VACANCIES
A. Events Causing VacancX. A vacancy or vacancies in the Board of Directors shall be deemed to exist
on the occurrence of the following:
1. The death, resignation, or removal of any Director;
2. The declaration by resolution of the Board of Directors of a vacancy of the office of a Director
who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final
order of judgment of any court to have breached a legally imposed duty under the California Nonprofit
Corporation Law;
Rev: 03/04/09
3. The vote of the Directors to remove a Director;
4. The increase of the authorized number of Directors.
B. Resignations. Except as provided in this paragraph, any Director may resign, which resignation shall
be effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of
Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a
Director is effective at a future time, the Board of Directors may elect a successor to take office when the
resignation becomes effective. No Director may resign when the corporation would then be left without a duly
elected Director or Directors in charge of its affairs.
C. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of
Directors shall have the effect of removing any Director before that Director's term of office expires.
D. Restriction on Interested Directors. Not more than 49% of the persons serving on the Board of
Directors at any time may be interested persons. An interested person is:
1. Any person being compensated by the corporation for services rendered to it within the
previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a Director as Director; and
2. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law,
or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not effect
the validity or enforceability of any transaction entered into by the corporation.
SECTION 5. PLACE OF MEETINGS, MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place within or outside the State of
California that has been designated from time to time by resolution of the Board. In the absence of such
designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings
of the Board shall be held at any place within or outside the State of California that has been designated in the
notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the
corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board
of Directors may be held at any place consented to in writing by all the Board members, either before or after
the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication
equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors
shall be deemed to be present in person at such meeting.
SECTION 6. MEETINGS OF DIRECTORS
Not less than 2 times a year, the Board of Directors shall hold a regular meeting for the purpose of
organization, election of officers, and the transaction of other business. Notice of this meeting shall not be
required.
SECTION 7. OTHER REGULAR MEETINGS
Other regular meetings of the Board of Directors shall be held without call at such time as shall from
time to time be fixed by the Board of Directors. Such regular meetings may be held without notice. Attendance
by Directors is required at meetings. Two or more unexcused absences shall constitute an automatic resignation
from the Board subject to the acceptance of such resignation at the discretion of the Chairperson of the Board.
However, the President may excuse a Director from attendance of a Board Meeting in the case of an emergency
or death of a family member.
4 Rev: 03/04/09
SECTION 8. SPECIAL MEETINGS
A. Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any
time by the chairperson of the Board or the president, or any vice -chairperson, the secretary, or any two
Directors.
B. Notice.
1. Manner of Giving. Notice of the time and place of special meetings shall be given to each
Director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail,
postage paid; (c) by telephone communication, either directly to the Director or to a person at the Director's
office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by
telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number
as shown on the records of the corporation.
2. Time Requirements. Notices sent by first-class mail shall be deposited into an United States
mailbox at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or
telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set
for the meeting.
3. Notice Contents. The notice shall state the time and place for the meeting. However, it need
not specify the purpose of the meeting, or the place of the meeting, if it is to be held at the principal executive
office of the corporation.
SECTION 9. QUORUM
A majority of the authorized number of Directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 11 of Article VIII. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the
act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially
those provisions relating to: (a) approval of contracts or transactions in which a Director has a direct or indirect
material financial interest; (b) appointment of committees, and (c) indemnification of Directors. A meeting at
which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of
Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
SECTION 10. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors however called and notice or wherever held
after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents,
and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a
meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its
commencement about the lack of notice.
5 Rev: 03/04/09
SECTION 11. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to
another time and place.
SECTION 12, NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is
adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the
time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
SECTION 13. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting,
if all members of the Board, individually or collectively, consent in writing to that action. Such action by
written consent shall have the same force and effect as an unanimous vote of the Board of Directors. Such
written consent or consents shall be filed with the minutes of the proceedings of the Board.
SECTION 14. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if any, for their services, and
reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and
reasonable.
SECTION 15. OFFICERS OF THE BOARD OF DIRECTORS
The officers of the Board will be the Chairperson of the Board, Vice Chairperson of the Board, Chair of
the Finance Committee and Secretary. Officers of the Board of Directors shall serve for a 2 year term to run
concurrently with their term as Director or until their resignation from such office or their removal by a vote of
the majority of the Board of Directors. Officers may serve more than one term.
SECTION 16. DUTIES OF THE OFFICERS OF THE BOARD OF DIRECTORS
A. Chairperson of the Board. The Chairperson is responsible for providing leadership of all meetings of
the Board, for facilitating the decision making process and for involving Board members in supporting the
organization.
B. Vice Chairperson. The Vice Chairperson facilitates executive committee meetings and general Board
meetings in the Chairperson's absence.
C. Chair, Finance Committee. The Chair, Finance Committee, is responsible for assisting the Board of
Directors in fulfilling its oversight responsibilities for review of the annual budget, financial reports and internal
accounting controls.
D. Secretary. The Secretary records and/or takes minutes at general Board meetings and at all committee
meetings.
6 Rev: 03/04/09
ARTICLE VIII
COMMITTEES
SECTION 1. COMMITTEES OF DECISION
The Board of Directors may, by resolution adopted by a majority of the Directors then in office,
designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the
Board. Committees of the Board may also include members of the community who are not Directors of the
Board. The Chairman of the Board will be an ex officio member of all committees and will be responsible for
appointing a chair to each committee. Any committee, to the extent provided in the resolution of the Board,
shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
A. Take any final action on matters which, under the Nonprofit Corporation Law of California,
also requires members' approval or approval of the outstanding shares;
B. Fill vacancies on the Board of Directors or in any committee;
C. Fix any compensation of the Directors for serving on the Board or on any committee;
D. Amend or repeal bylaws or adopt new bylaws;
E. Amend or repeal any resolutions of the Board of Directors which by its express terms is not so
amendable or repealable;
F. Appoint any other committees of the Board of Directors or the members of these committees;
G. Expend corporate funds to support a nominee for Director after there are more people
nominated for Director than can be elected; and
H. Approve any transaction (1) to which the corporation is a party and one or more Directors
have a material financial interest, or (2) between the corporation and one or more of its Directors or between the
corporation and any person in which one or more of its Directors have a material financial interest.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the
provisions of Article VIII of these bylaws, concerning meetings of Directors, with such changes in the context
of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its
members, except that the time for regular meetings of committees may be determined either by resolution of the
Board of Directors or by resolution of the committee. Special meetings of committees may also be called by
resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all
alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of
each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions of these Bylaws.
SECTION 3. STANDING COMMITTEES
The standing committees of the Board will be the Nominating Committee, the Executive Committee and
the Finance Committee. The duties and authority of these committees will be as prescribed by the Board.
7 Rev: 03/04/09
ARTICLE IX
OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall be a Chief Executive Officer, a Chief Financial Officer, and a
Secretary. The Chief Executive Officer cannot hold the office of Chief Financial Officer.
SECTION 2. SELECTION OF OFFICERS
Officers shall be appointed by the Board of Directors, at any time, and each officer shall hold office until
he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be
appointed and qualified, whichever occurs first. The initial group of officers will be appointed by the current
Board of Directors at the initial Directors' meeting.
SECTION 3. REMOVAL OF OFFICERS
Subject to the rights, if any, of any officer under any contract of employment, any officer may be
removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board or,
except in the case of an officer chosen by the Board of Directors, by an officer on whom such power of removal
may be conferred by the Board of Directors.
SECTION 4. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall
take effect at the date of the receipt of that notice or at a later time specified in that notice and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is
a party.
SECTION 5. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall
be filled only in the manner prescribed in these bylaws for regular appointments to that office.
SECTION 6. DUTIES OF THE OFFICERS
A. The Chief Executive Officer works closely with the Chairperson of the Board and oversees the day to
day operation of the organization. He implements the policies and procedures adopted by the Board. He hires
and supervises staff.
B. The Chief Financial Officer shall oversee the financial affairs of the corporation and shall report to
the Chief Executive Officer. He shall keep, or cause to be kept, full and accurate accounts of receipts and
disbursements. He shall prepare a financial report for each meeting of the Board of Directors. He shall be
responsible for developing and implementing ongoing and adequate financial controls for the organization. He
shall be responsible for overseeing the development of the annual budget and for making recommendations to
the Board regarding adoption of the budget.
Rev: 03/04/09
C. The Secretary shall handle correspondence and perform such other duties as assigned by the Chief
Executive Officer. He is responsible for notifying Board Members of upcoming meetings and for sending
members the agenda for the upcoming regular Board meeting and minutes from the previous meeting.
ARTICLE X
lam•IN 0_ 1 s-'• _ _
SECTION 1. MAINTENANCE AND INSPECTION
OF ARTICLES AND BYLAWS
The corporation shall keep at its principal executive office, or if its principal executive office is not in
the State of California, at its principal business office in this state, the original or a copy of the Articles and
Bylaws as amended to date, which shall be open to inspection.
SECTION 2. MAINTENANCE AND INSPECTION
OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of proceedings of the Board of Directors and any
committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of
Directors or, in the absence of such designation, at the principal executive office of the corporation. The
minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in
written or typed form or in any other form capable of being converted into written, typed, or printed form.
SECTION 3. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each of its subsidiary corporations.
This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection
includes the right to copy and make extracts of documents.
SECTION 4. ANNUAL REPORT
The annual report to members referred to in the California Nonprofit Corporation Law is expressly
dispensed with, but nothing in these bylaws shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the members of the corporation as they consider appropriate.
However, the corporation shall provide to the Directors within 120 days of the close of its fiscal year, a report
containing the following information in reasonable detail:
fiscal year.
A. The assets and liabilities, including the trust funds, of the corporation as of the end of the
B. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
C. The revenue or receipts of the corporation, both unrestricted and restricted to particular
purposes, for the fiscal year.
D. The expenses or disbursements of the corporation, for both general and restricted purposes,
during the fiscal year.
E. Any information required by California Corporations Code Section 6322.
9 Rev: 03/04/09
ARTICLE XI
FINANCIAL SUPPORT OF THE CORPORATION
Financial support of the corporation shall be government funds, public donations and contributions,
grants from private foundations, and grants from corporations.
ARTICLE XII
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in
the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the
generality of the above, the masculine gender includes the feminine and neuter, the singular number includes
the plural, the plural number includes the singular, and the term "person" includes both the corporation and a
natural person.
ARTICLE XIII
AMENDMENTS
SECTION 1. AMENDMENT BY DIRECTORS
These bylaws may be adopted, amended, or repealed by the Board of Directors.
ARTICLE XIV
OBJECTIVES AND PURPOSES
The objectives of this corporation shall be:
A. The general purpose of this corporation is to ensure that victims of traumatic events receive
the emotional and practical support they need immediately following the traumatic occurrence.
B. The following objectives have been selected to carry out the general purpose of the
corporation:
1. To provide regularly scheduled training sessions for citizens, emergency responders and
health care professionals on how to help others emotionally and practically after a traumatic event has occurred.
2. To support Chapters and Affiliates across the country.
3. To assist local communities establish TIP Chapters and Affiliates
4. To operate a website which provides helpful resources to the general public and members of
TIP Chapters and Affiliates.
10 Rev: 03/04/09