Loading...
CONTRACT 5849 Professional Services Agreement CLOSEDAgreement No. 5849 Agreement No, PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND MISSION -CENTERED SOLUTIONS, INC. This AGREEMENT is made and entered into this Ist day of March 2020 by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city and MISSION -CENTERED SOLUTIONS, INC, a Colorado corporation ("CONSULTANT"). The parties agree as follows, - 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below, - B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; I C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Twenty -Eight Thousand Five Hundred ($28,500,00) for CONSULTANT's services. CITY may modify this amount as set forth below. 2. SCOPE OF SERVICES. A. CONSULTANTwill perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except all items listed in Exhibit "B," which is incorporated by reference, or as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3, PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT Will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services, CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction, Costs associated with curing the deficiencies will be borne by CONSULTANT. City of El Segundo Professional Services (REV 2018.05) Page 1 of 11 Agreement No. 5849 Agreement No. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY (all as set forth in Exhibit, "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date, 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year, 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed-, Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM, The term of this Agreement wilt be from March 01, 2020, to September 30, 2020. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A- Completion of the work specified in Exhibit "B"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE. City of El Segundo Professional Services (REV 2016-05) Page 2 of 11 Agreement No. 5849 Agreement No. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk,. 9, TIME EXTENStONS, Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services, If delay occurs., CONSULTANT must notify the Manager within forty- eight (48) hours, in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services, 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below'. A. Exhibit: A: Fee Schedule. B. Exhibit: B: Scope of Work 11.CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any City of El Segundo Professional Services (REV 2018.05) Page 3 of 11 Agreement No. 5849 subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease, performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost-, CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will': receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1 (C), E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated, F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16.OWNERSHIP OF DOCUMENTS, All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT Linder this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17, PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other, person or public CITY without CITY's, prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will City of El Segundo Professional Services (REV 2018,05) Page 4 of 11 Agreement No. 5849 Agreement No. be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. A. CONSULTANT agrees to the following: Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising, from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct, Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to City of El Segundo Professional Services (REV 2018.05) Page 5 of 11 Agreement No. 5849 Agreement No. the provisions concerning indemnification. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which it is performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits C111 -Y provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: . Type of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limij§ $2,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal City of El Segundo Professional Services (REV 2018.05) Page 6 of 11 Agreement No. 5849 Agreement No. injury, and property damage for the policy coverage. Liability policies will be endorsed, to name CITY, its officials, and employees, as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover CONSULTANT for all claims rnade by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol I (Any Auto), E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 155. 23_USEOF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation, 24, INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative ♦escription of progress during the past • for each major task, a description of the ........ ........ .................. --------- City of El Segundo Professional Services (REV 2018.05) Page 7 of 11 Agreement No. 5849 Agreement No. - 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Mission -Centered Solutions, Inc. P.O. Box 969 Franktown, CO 80116 Attention: Laura Walsh Phone: 303-646-3700 Email: Finance@MCSolutions-com If to CITY: City of El Segundo 350 Main Street EI Segundo, CA Attention: Randal Collins Phone: 317-412-5935 Email: RCollins@elsegundo.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and property addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27, SOLICITATION, CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement, Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agr- O , ONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES, This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW, CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. City of El Segundo Professional Services (REV 2018.05) Page 8 of 11 Agreement No. 5849 Agreement No. 31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had, the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABIL,ITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render Such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34.,AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein, This Agreement may be modified by written amendment, 35. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic (pdf) or facsimile transmission, Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 36.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38, FORCE MAJEURE. Should performance of this, Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with City of El Segundo Professional Services (REV 2018.05) Page 9 of 11 Agreement No. 5849 Agreement No, private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] City of El Segundo Professional Services (REV 2018. 05) Page 10 of 11 Agreement No. 5849 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITF EL SE UNDO MISSION -CENTERED SOLUTIONS, INC.. f oft Mitnick, ark onald City Manager ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney City of EI Segundo Professional Services (REV 2018.05) Page 11 of 11 Mission -Centered Solutions "` fvo-w Training Leadership development for incident management team members Incident Leadership (DHS FEMA CA-010-PREV) (NWCG L-381) City of EI Segundo Emergency Management 350 Main Street EI Segundo, CA 90245 January 27, 2020 Ref: CESEM 20 IL1 Assisting organizations to achieve operational synergy through leader development. Agreement No. 5849 Overview Scope Mission -Centered Solutions, Inc., (MCS) is responding to a request from the City of El Segundo Emergency Management (CESEM) for a quote to provide one' program of leadership training for incident management team members at location(s) detailed in the delivery schedule below. This program is appropriate for ICT3, ICT3 Trainee, DIVS, DIVS Trainee, or Type 1 and Type 2 IMT unit leader positions. It is approved by the U.S. Department of Homeland Security (DHS)'s Federal Emergency Management Agency (FEMA) as CA- 010-PREV in the State and Federal Sponsored Training Catalog and certified by the National Wildfire Coordinating Group (NWCG) as meeting the L-381 certification standard. MCS is the only provider of this dual certified program worldwide. The total price for the work described under this quote is $28,500.00 after applicable discounts. A detailed quote follows: Mission -Centered Solutions, Inc. Mission -Centered Solutions, Inc., is a small business located in the Denver metro area providing workforce development and training delivery services. Our areas of training and expertise focus on enhancing organizational effectiveness and team cohesion, adaptability and resilience. We specialize in culture, leadership, error reduction and doctrine development. We provide specific training and consulting to assist senior leaders of high-risk organizations to bring about targeted changes toward a Mission -Driven Culture. Please direct any questions concerning this quote, or any correspondence to: Laura Walsh Mission -Centered Solutions, Inc. P.O. Box 969 Franktown, CO 80116 303.646.3700 303.646.3720 (fax) Email: FinkaracckWCSoIlit ion.s,com Agreement No. 5849 Statement of Work This quote is supported by information documented in the attached file IL_LOGISTICS-REQ.PDF. This document has information for project managers, training officers and site logistics coordinators. It contains logistical checklists, facility and equipment requirements, and support materials. Product Description 1. ] session of the Incident Leadership program based upon the current version (ILVersion 9.1). This is a leader - of -leaders level program and is suitable for use with ICT3, ICT3 Trainee, DNS, DIVS Trainee, or Type 1 and Type 2 IMT unit leader positions. 2. The session(s) will be 5 days in length. The daily training schedule can be found in the attached logistics information. 3. Incident Leadership courses are load balanced for 24 students in order to provide all participants appropriate leadership experience during the simulations. We recommend that CESEM select the students for this course carefully to assure that they have the requisite qualifications and experience, and to arrange for alternate participants if needed to assure that the course is filled to capacity. Please note that fewer than 18 students will have an impact on the effectiveness of the program. Services/Items Included 1. Three MCS program trainers for each program with specific experience in incident management, emergency operations, leadership and human factors. Cadre will be on-site the entire duration of each session. 2. Instructional materials, classroom and exercise support materials and equipment, case study pre -work and MCS graduation certificates. 3. Lodging and per diem for MCS cadre while on site. 4. MCS travel expenses to and from training site. 5. MCS expenses while on site. 6. Transportation of all program materials and MCS equipment to the training site. 7. Presentation computer and projector if not available at training facility. 8. In -program and post -program evaluation activities and reports as negotiated. Services/Items NOT Included 1. Salary, travel, per diem and other related costs associated with CESEM site logistics support personnel and participants, or any other non -MCS people assisting at CESEM's behest. Details of the support schedule, equipment requirements and classroom facilities can be found in the attached documentation. 2. Facility costs, including costs for providing easel pads and presentation screens. 3. Two Role Players to support course simulations each day. 4. Equipment required for the participants, such as two-way radios to support the exercises. (Please refer to the attached logistics information for details of the simulation requirements) Agreement No. 5849 3rd party Attendees CESEM may make this program available to other organizations or individuals at their discretion, CESEM is responsible for payment of the entire program. Additions to Scope of Work Additional work beyond what is described in this quote shall be negotiated and contained on a separate agreement or documented and approved appropriately by CESEM and MCS as an addendum to this document. Logistics Requirements Under this quote CESEM agrees to provide a person to act as the On -Site Logistics Coordinator responsible for handling the behind -the -scenes activities needed for delivery. This person will be available to coordinate with and support the MCS cadre the day before the program starts, and also be available as needed before and after the program delivery each day. A list of duties and responsibilities can be found in the attached logistical information. Please contact MCS for any further information or clarification. Agreement No. 5849 Terms and Conditions Delivery Schedule and Quote The following dates and location(s) have been scheduled per conversations with Randall Collins. DATES DESCRIPTION LOCATION TBD 2020 Incident Leadership: All- El Segundo, CA Hazards Client Discount Local Municipality TOTAL: Billing Each session is invoiced upon completion. Terms: Due upon receipt of invoice, Acceptable Methods of Payment The following methods of payment are accepted by MCS. • Electronic Funds Transfer (EFT) • Check drawn on U.S. bank • Credit Card Contact MCS for details concerning EFT transactions,. DUNS#: 01-208-9053 FEDERAL TAX ID #: 84-1369128 Unknown Burdens, Local Taxes, and Insurance COST $33,000.00 $4,500.00 $28,500.00 MCS works in the U.S. and internationally. In some cases, local municipalities or governmental agencies require special registrations, unusual insurances, licenses, security applications, work permits or access fees. CESEM shall make MCS aware of any known requirements of this nature, so that any paperwork can be completed in a timely manner. If there are additional fees associated with these certifications/licenses/permits, CESEM will authorize the reimbursement of any fees to MCS. If MCS becomes aware of the need for additional licensing/fees/etc., MCS will bring it to the attention of CESEM for discussion. General Liability Carrier Sentinel Insurance Company LTD Hartford Plaza Hartford, CT 06115 (303) 292-9995 (phone) (303) 292-9996 (fax) Ref: Policy SBA 156900SC Agreement No. 5849 Cancellation Terms Due to the coordination and resource requirements that must be committed to in advance of delivering a training program, CESEM will authorize MCS to bill as needed to recover costs incurred in the preparation and planning for the program if the program is cancelled within six weeks of the scheduled delivery date. Unrecoverable costs begin to accumulate approximately six weeks in advance of the program, and may include: • Airline tickets • Materials and shipping costs • Assembly and overhead costs • Trainer contract and security costs If CESEM cancels a program 4 weeks or less in advance of the scheduled program start date, MCS will bill for the delivery -related costs that are unrecoverable, accrued to the date of cancellation. Trainer fees are included in "unrecoverable costs" if the program is cancelled within 4 weeks of the scheduled program start date. If the program is cancelled 14 days or less from the scheduled delivery date, the full quoted cost of the program will be billed to CESEM, minus any saved travel expenses for unused per diem and hotel costs, and any returned reusable program materials. If requested, MCS will advise CESEM project point of contact when costs will begin to be accrued against the program, so that such penalties can be avoided whenever possible. Intellectual Property Under this quote, the contents, processes, and supporting materials used in All -Hazards remain the intellectual property of Mission -Centered Solutions, Inc., and duly protected under applicable copyright and intellectual property laws. No transfer of rights or license is implied.