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HomeMy WebLinkAboutContract 60744CSCO #: 60744 VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is blade and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and COMMUNITY MEDIATION MARYLAND, INC. ("Vendor"), a Maryland Corporation, acting by and through its duly authorized representative. City and Vendor may each be individually referred to as a "party" and collectively referred to as the "parties," 1. Scove of Services. Vendor will (1) train staff in the City's Office of Police Oversight Monitor ("OPOM") and (ii) provide training for individual community members identified by OPOM so that such individuals can serve as mediators between the Fort Worth Police Department and the community ("Services"). A more detailed description of the Services is set forth in Exhibit "A," which is attached hereto and incorporated herein for all purposes, 2. Term. The initial term of this Agreement is for one year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City and Vendor may, by mutual written consent, renew this Agreement under the same terms and conditions, for up to four additional one-year periods (each a "Renewal Term"). 3. Comnensation. 3.1 Total annual compensation under this Agreement will not exceed Thirty - Thousand Dollars ($30,000,00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City wilt not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of terinination, 4.2 Non-aanrooriadon of Funds, Sri the event no funds or insufficient. funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor OFFICIAL RECORD Vendor Seivlees Agreement Page i of 12 MA (November 30, 2021) CITY SECRETARY FT. WORTH, TX of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which fiends have been appropriated. 4.3 Duties and Oblivations of the parties. In the event that . this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 ' Confidential Information, Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act, In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way..Vendor must notify City iminediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Riaht to Audit, Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal worldng hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. Vendor Services Agreement rage 2 of 12 v.1.4 (November 30, 2021) 7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and wor1G performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor aclmowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. Liability and Indemnification, 8.1 LIABILITY VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF, ANYKXND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S B USINESS A1VD ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade marls, trade secret, or similar property right arising from City's use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully -participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In tite event City, for whatever reason, assumes the responsibility for payment of costs and expenses for Vendor SerYloes Agreement Pege 3 of 12 v.I.4 (November30, 2021) any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either; (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and documentation with equally suitable, compatible, and functionally equivalent non -infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seep any and all remedies available to City under law. t 9. Assienment and Subcontractins. 9.1 Assitrmment. Vendor will not assign or subcontract any of its duties, obligations or nights under this Agreement without the prior written consent of City. If City grants consent to an assignnent, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply, Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effectprior to commencement of any Services pursuant to this Agreement: 10.1 Coveraize and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Vendor Seivlees Agreement Page 4 of 12 v.1A (November 30, 2021) Employers' liability $100,000 - Bodily Injury by accident, each accident/occurrence $100,000 - Bodily injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. On request from the City, a certificate of insurance must be submitted to evidence coverage. 10.2 General Requirements (a) The commercial general liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A nunimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in their state of formation. All insurers must have a minimum rating of A- V1I in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of the City's Risk Management Division. If the rating is below that required, written approval of Risk Management is required. �P..,IJ.flai,([P iiKO. U'.AIWfE'110189F;1 r.•`•up (e) Any failure on the°`part°` o1'"My to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Reeulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local Iaws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant, Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that .in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or Vendor Services Agreement Page 5 of 12 v.1.4 (November 30, 2021) employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NONDISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392•-8654 With copy to Fort Worth City Attorney's Office at some address To VENDOR: Connnunity Mediation Maryland, Inc. Leslie Overholser, Deputy Director �al€c�rus►l�Iw�H�9� Facsimile: 301-270•-8701 9)11 Edmuns�vn &(. 30 Gr'e:.ern b �(# M D .1 a�7 76 14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party, IS. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its govermnental powers or immunities. 16, No Waiver. The failure of City or Vendor to insist upon the performance of any term of provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Goverrrina Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action wilt lie in state courts located in Tarrant County, Texas or the United. States Distribt Court for the Northern District of Texas, Fort Worth Division. 18, Severabliity. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Vendor Services Agreement Page 6 of 12 v. 1 A (November 30, 2021) 19, Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fares; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controllinu. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22, " Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days fiom the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re-perforrn the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconfornung services. 25, Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work, under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement Vendor Services Agreement Page 7 of 12 v.l.d (November 30, 2021) for violations of this provision by Vendor, 26. Ownership of Work Product, Vendor will be the owner of materials that are created or produced for use by City and its training participants in conjunction with the services provided under this Agreement (collectively, "Work Product"). Vendor hereby expressly provides to City and its training participants a royalty -free lice -use, to use the Work Product and make and use copies thereof in connection with the trainings, without fin -flier consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City and with the understanding that, outside of trainings conducted by the Vendor, materials can only be used in the facilitation of mediation. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity, This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor, Each patty is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28, Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records, The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company -name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. Electronic Signatures. This Agreement may be executed by electronic signature,.which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign, 30, Entirety of Agreement, This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein, Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement, (signature page follows) Vendor Services Agreement Page 8 of 12 v.1 A (November 30, 2021) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: BY: I lop vj� Name: Valerie Washington Title: Assistant City Manager Date: 1? r 1 l Vendor (Community Mediation Maryland, hie.) Name: Leslie Overholser Title: Deputy Director Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommend d- By - Name. Bo . c �' cunbi / Title: Direct — % pendent Police Monitor Approved as to Form and Legality: By: Name: Den c y, Assistant City Attorney Contract Authorization: M&C: No M&C Required Form 1295: N/A Contract'Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. + t,6fgsl1ally slgnsd by Branigan .:42:25 By: Name: Branigan Contreras Title: Contract Compliance Manager City Secretary: I Dlgilallysignedbydannallo Jannette Goodall Goodall i Date: 2024.01.08 09:50:26.06M' By: �: / Name: Jannette Goodall 4400aa Il°a a F °R F T Title: City Secretary°09 OFFICIAL RECORD d �o ox CITY SECRETARY a Qa�� FT. WORTH, TX nE4p4� Vendor Services Agreement Page 9 of 12 v,1.4 (Novemb er 30, 2021) EXHIBIT A SCOPE OF SERVICE, S In addition to complying with all applicable terns and conditions in the body of the Agreement, the parties will comply with the terms of this Exhibit A with respect to the provision of Services. Community Mediation Maryland, Inc, ("Vendor") will provide Basic Mediation Training as follows: +++ Provide training for up to twenty (20) individuals identified by the City's Office of Police Oversight Monitor ("OPOM") as described below; • Training will: • consist of a total of foziy-five hours of initial training; • be provided across six days, with the anticipated training dates to be January 20, 21, 25, 27, 28, and 30, 2024 and with January 31, 2024 reserved as a back-up date if needed; • begin each day at 9am and end at 5:30pm; and • include a five -Dour follow up training to be provided at a date and time mutually agreed to by City and Vendor, with such date anticipated to occur between three and six months after the last date of the initial six -day training; 44 Furnish binders and all training handouts needed for all attendees at both the initial and follow up training, provided however that Vendor shall not be required to provide copies of OPOM-specific handouts and materials; +.+ Offer individualized feedback to OPOM staff throughout the training process regarding the next steps for each trainee; ti+ On completion of the initial 45 hours, provide a letter of completion for each attendee who has completed all forty-five hours; and 4+ On completion of the five -hour follow up training, provide a certificate of completion to each individual who has completed the entire 50-hour training. In addition, if requested in writing by City, Vendor will offer mediation apprenticeships to program attendees, with such apprenticeship to consist of (i) observing two mediations and (ii) conducting two mediations along with a more experienced mediator. Apprenticeship will be subject to an additional per - person charge as reflected in Exhibit B• OPOM will: 4+ Provide a facility that complies with the following criteria: • allows up to 20 people to be seated in a circle; • offers substantial watt space to post flip chart paper; • includes a minimums of one brealcout room for every 4 participants (for role plays); • affords Vendor at least 30 minutes set-up and 30 minutes of break -down time; and • allows food and drinks; 4+ Ensure that each participant can speak English fluently; +:• Inform trainees that they must complete an apprenticeship with a mediator who practices the Inclusive model, with such apprenticeship to consist of (i) observing two mediations and (ii) conducting two mediations along with a more experienced mediator; Vendor Services Agreement Page 10 of 12 v.1.4 (November 30, 2021) •.+ Allow up to twenty participants in the training. Inform additional participants that they are not able to attend the current training when there are more than twenty participants at the time training is scheduled to begin; •:+ As part of its applicant -screening process, explain CMM's training attendance policy — i.e., that • attendees are expected to attend all sessions of the training • if an attendees ]Hisses more than 1 hour of training, they will not receive a Community Mediation Maryland certificate • if an attendee misses more than three hours of training, they will be asked not to return to the training; +9 Provide participants directions to the facility at which training is to occur; +2+ Provide an easel and flip chart, tape, writing implements, and paper for trainees to use. Provide equipment to play a training video. The equipment must ensure that the training video can be clearly seen and heard by all trainees; :+ Provide handouts that are specific to OPOM's policies (consent to znediate forms, agreement forms, etc.); +;+ Provide and set up meals and snacks appropriate to the schedule; :+ Provide an on -sight person to handle logistical issues that may arise during training (unlocking rooms, food deliveries and set-up, delivery/set-up of other supplies, site cleanup, etc.); +«+ Be responsible for overseeing the apprenticeship of volunteers who complete the training. The apprenticeship will include at least two observations of co- mediated cases, at least two co -mediations with a more experienced mediator, and a personalized evaluation (according to the plan worked out with Community Mediation Maryland); and +:+ Cancel the training if less than eight individuals are present when the fast session of the initial training is to begin. Vendor Services Agreement Page n r of ] 2 v.IA (November 30, 2021) EXHIBIT B PAYMENT SCHEDULE, Training cost: Description Cost HourslDays/etc. Total Basic Mediation Training $300.00 50 $15,000.00 Training Preparation $200.00 2 400.00 Routidtrip Airfare (T. Ford) $700.00 n/a 700,00 Hotel (T. Ford) $150,00 9 1,350.00 Ground Transportation (T. Ford) $400.00 n/a 400,00 Per Diem (T, Ford) $64.00 9 576.00, $18,426.00 Payment Structure: Payment of the total cost will be payable in increments tied to certain identified milestones as follows: Milestone Payment Amount Contract Execution $1,842.60 Date of First Training Session $8,291.70 Date of Follow Ua Training Session $8,291.70 Total $18,426.00 Vendor will submit an invoice to City for each milestone payment, Each invoice will be paid within thirty (30) days of receipt in accordance with the Texas Prompt Payment Act. Optional Apprenticeship Services: $500.00 per participant. Vendor shall only provide this service if requested in writing by the City with the name of each individual for whom the service is to be provided articulated in the communication from the City, ff apprenticeship services are requested, City shall remit a ten percent (10%) fee of $50.00 per participant within one week of the date on which the City submits a request for service. The balance of the apprenticeship fee will be payable on completion of the second co -mediation by the participant. Because individual participant schedules may vary, Vendor will remit invoices for apprenticeship service, if requested, on a monthly basis, and each such invoice will be paid within thirty (30) days of receipt in accordance with the Texas Prompt Payment Act. if a participant does not complete the apprenticeship despite Vendor's reasonable efforts to coordinate them, City shall pay a prorated amount based on the percent of apprenticeship completed -- i.e., each of the four required mediations will be assessed a charge of $12.50, with the charge for first mediation offset by the $5.00 deposit, Vendor Services Agreement Pogo 12 of 12 v, i A (!November 30, 2021)