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CONTRACT 6149 Professional Services Agreement CLOSEDAgreement No. 6149 Agreement No. PROFESSIONAL SERVICES AGREEMENT BETWEEN 2;W THE CITY OF EL SEGUNDO AND MISSION -CENTERED SOLUTIONS, INC. This AGREEMENT is made and entered into this 1st day of July 2021 by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("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; 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. CONSULTANT will 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 "A," 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. 6149 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; ii. 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 will be from July 01, 2021, to June 30, 2022. 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 "A"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE.. City of El Segundo Professional Services (REV 2018.05) Page 2 of 11 Agreement No. 6149 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 CITY gives CONSULTANT a written notice to proceed. & 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 EXTENSIONS. 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 Exhibit; 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: Scope of Work and Fee Schedule. 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. 6149 Agreement No. 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 under 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. 6149 Agreement No. be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18.INDEMNIFICATION. A. CONSULTANT agrees to the following: L 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. i. 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. 6149 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 CITY 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 Limits $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. 6149 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 made 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 1 (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 "A:VII." 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. USE OF 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 description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. City of El Segundo Professional Services (REV 2018.05) Page 7 of 11 Agreement No. 6149 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 El 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 properly 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 Agreement. Should CONSULTANT 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. 6149 Agreement No. 31. ENTIRE AGREEMENT. This Agreement, and its Exhibit, 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. SEVERABILITY. 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. 6149 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. 6149 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. AityManager F EL SEGUND MISSION -CENTERED SOLUTIONS, INC oe it�nick � Lark ora ATTEST: Trac r�„ Cit Cler'�,,,. APPROVED AS TO FORM: _ for Lgtle City Attorney City of El Segundo Professional Services (REV 2018.05) Page 11 of 11 EXHIBIT A Agreement No. 6149 MCS Mission -Centered Solutions P.O. Box 969 Franktown, CO 80116 USA phone: 303.646.3700 fax: 303.646.3720 o e'fo r T:ra i ni n g Leadership development for First line emergency management and response leaders At the Point of the Spear: Leading Emergency Responders (DHS FEMA CA-002-PREV) (NWCG L-380) City of El Segundo Emergency Management 350 Main Street El Segundo, CA 90245 July 1, 2021 Ref: CESEM 21 LER1 Confidential: Use pursuant to company instructions. Agreement No. 6149 CESEM_21_LER1 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 First line emergency management and response leaders at location(s) detailed in the delivery schedule below. This program is appropriate for Leaders of emergency management and response teams. It is approved by the U.S. Department of Homeland Security (DHS)'s Federal Emergency Management Agency (FEMA) as CA-002-PREV in the State and Federal Sponsored Training Catalog and certified by the National Wildfire Coordinating Group (NWCG) as meeting the L-380 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. It includes all MCS SAFER Class PPE and protocols to mitigate COVID-19. 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: tinance(dlincsolutions.corl'r Confidential: Use pursuant to company instructions Mission -Centered Solutions, Inc. POB 969 Franktown, Colorado USA 80116 ph: 303.646.3700 fx: 303.646.3720 Page 2 of 7 Agreement No. 6149 CESEM_21_LER1 Statement of Work This quote is supported by information documented in the attached file POTS 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 l . One session of the At the Point of the Spear: Leading Emergency Responders program, based upon the current version (POTS Version 12.2.0). This is a leader -of -people level course and is suitable for use with First line emergency management and response leaders. 2. The session(s) will be 5 days in length. The daily training schedule can be found in the attached logistics information. 3. Session class size is limited to 24 participants. Leadership team members should attend together when possible, to leverage the program for maximum effectiveness. CESEM is encouraged to fill the program to the 24-student limit for optimal benefit for all participants. 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. 9. SAFER Class COVID-19 Mitigations (described in separate attachment). This covers all PPE and procedures for participants and role players (MCS absorbs all cost for cadre members). 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 personnel assisting at the 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. Transportation and associated costs for participants to and from field exercises. 4. Field equipment required for the participants, such as two-way radios and vehicles to support the field exercises. 5. Three to five (3-5) role players to support the nighttime field exercise. 6. Compensation (overtime, comp time, etc.) needed to enable students to participate in the after-hours training exercise. (Please refer to the attached logistics information for details of the field exercise requirements) Confidential: Use pursuant to company instructions Mission -Centered Solutions, Inc. POB 969 Franktown, Colorado USA 80116 ph: 303.646.3700 fx: 303.646.3720 Page 3 of 7 Agreement No. 6149 CESEM_21_LER1 3rd Party Attendees CESEM may make this program available to other agencies, 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 the 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 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. Delivery Schedule and Quote The following dates and location(s) have been scheduled per conversations with Randall Collins. DATES DESCRIPTION LOCATION JAN 2022 At the Point of the Spear: Leading Emergency Responders TBD w/MCS SAFER Class COVID-19 Mitigation Protocols Client Discount Local Municipality_ - TOTAL: $28,600.00 Confidential: Use pursuant to company instructions Mission -Centered Solutions, Inc. POB 969 Franktown, Colorado USA 80116 ph: 303.646.3700 fx: 303.646.3720 Page 4 of 7 Agreement No. 6149 CESEM_21_LERI Terms and Conditions Expiration of Quote This quote is valid until November 1, 2021 unless otherwise extended by MCS. Billing Each session 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 or wire transactions. DUNS#: 01-208-9053 FEDERAL TAX ID #: 84-1369128 Contract Requirement MCS does not require an additional contract beyond a signed quote to schedule and begin initial planning operations. If CESEM desires a formal contract, it can choose to build the contract with the substantive terms and conditions of this quote plus any additional terms and conditions needed. Please submit to MCS for signing prior to the quote expiration date of November 1, 2021. In most organizations, funding for training must be secured and properly authorized prior to the session being delivered. CESEM is responsible for arranging the appropriate funding approvals in advance of program delivery and shall be responsible for any finance costs due to payment delays resulting from CESEM procedural or internal compliance requirements. Confidential: Use pursuant to company instructions Mission -Centered Solutions, Inc. POB 969 Franktown, Colorado USA 80116 ph: 303.646.3700 fx: 303.646.3720 Page 5 of 7 Agreement No. 6149 CESEM_21_LER1 Unknown Burdens and Insurance 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 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 nroaram is cancelled within 4 weeks of the scheduled nrosram 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 Leading Emergency Responders 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. Confidential: Use pursuant to company instructions Mission -Centered Solutions, Inc. P08 969 Franktown, Colorado USA 80116 ph: 303.646.3700 fx: 303.646.3720 Page 6 of 7 Agreement No. 6149 CESEM_21_LER1 ,acceptance of this Quote A contract or purchase order will be accepted in lieu of signing and returning this quote. To accept the price, terms and conditions of quote CESEM_21_LER1 and to confirm the location of your program(s) on the MCS delivery schedule, please sign and return this page by fax (303.646.3720) or email to finance@mcsolutions.com, indicating acceptance on or before November 1, 2021. We have agreed to the above quote terms, costs, and conditions. Printed Name Position Signature & Date Confidential: Use pursuant to company instructions Mission -Centered Solutions, Inc. POB 969 Franktown, Colorado USA 80116 ph: 303.646.3700 fx: 303.646.3720 Page 7 of 7 Agreement No. 6149 Client Logistics Support Requirements At the Point of the Spear (CA-002-PREY and NWCG L-380) This document details the client's logistics support requirements for all versions of At the Point of the Spear (DHS course CA-002-PREV and NWCG course L-380): • Fireline Leadership • Fire Service Leadership • Beyond the Badge • Leading Emergency Responders ProgramSchedule........................................................................................................2 Standard Five -Day Schedule....................................................................................2 Four -Day Schedule..................................................................................................2 Six -Day (3+3) Schedule.... ..... ............... ...... ........... .......... ...... _ ......... ................. 3 GuestSpeaker ......................................... ......... ......... ......... ......... ....................3 TrainingLocation ................................... ......................... ......................... - .................. 4 RoomLogistics ............................. .......... ................................................ ___ .... .....A Equipment Requirements............................................Error! Bookmark not defined. RoomScheduling......................................................................................................6 Field Exercise Radio Requirements ....... ......... ................... ......... ......... ...........6 Outdoor Field Exercise Requirements ... ........ ........ ................... ..... .................. 7 Site Requirements........ ......... ......... ...........7 Vehicle Requirements ... ......... ......... ......... ......... ......... 8 RolePlayers.............................................................................................................8 Client Logistics Checklist ....... ....... __... .......» . ..,..».... ......... .....-.. .......... ..........9 © Mission -Centered Solutions, Inc. Page 1 of 12 Agreement No. 6149 At the Point of the Spear Program Schedule Client Logistics Support Requirements The client selects the program schedule from several available options: Standard 5-day (1300 Monday Start) a Modified 5-day (0800 Monday Start) 4-day a 3+3 days (two weekends) Standard Five -Day Schedule The most common schedule is the 5-day format, usually conducted Monday through Friday. Day Typical Day of Week Time 1 Monday 1300 —1800 2 Tuesday 0800 —1700 Night Exercise 1900 — 2300 3 Wednesday 0800 —1700 4 Thursday 0800 —1900 5 Friday 0800 —1200 This schedule enables participants to travel during business hours. If your organization uses flex or comp time, the afternoon of Day 5 can be used to recover the 3 to 4 hours spent during the Night exercise on Day 2. Modified Five -Day Schedule For some organizations, this works better in terms of managing overtime. Monday starts at 0800 and Tuesday does not start until 1300. Day Typical Day of Week Time 1 Monday 0800 —1800 2 Tuesday 1300 —1700 Night Exercise 1900 — 2300 3 Wednesday 0800 —1700 4 Thursday 0800 —1900 5 Friday 0800 — 1200 © Mission -Centered Solutions, Inc. Page 2 of 12 Agreement No. 6149 At the Point of the Spear Four -Day Schedule Client Logistics Support Requirements This option is offered to provide additional flexibility to students. Day 1 Time 0800-1730 2 0800-1700 1900-2300 3 0800-1900 4 0800-1700 3+3 Days Schedule This schedule enables participants to attend over two weekends. It is intended for volunteers and others who cannot attend during typical business hours. Day 1 Typical Day of the Week Friday Time 1900-2300 2 Saturday 0800-1730 1900-2300 3 Sunday 0800-1300 4 5 Friday Saturday 1900-2300 0800-1900 6 Sunday 0800-1200 Guest Speaker We encourage the sponsoring organization or agency to enlist a credible leader from the organization to give a short talk (roughly 10 minutes) at the start of the program. The intent of this talk is to emphasize two points: • The organization's critical need for people who can prepare and lead teams capable of meeting the challenges of your world. • The value places on students' investment of time and effort in this program. Hearing this message from a respected leader inspires students to take full advantage of the program. It also reinforces their understanding that developing as leaders is important for the organization's future. In our experience, the most influential speakers have been from the students' chain of command. The higher level the person is in the organization, the stronger the message. © Mission -Centered Solutions, Inc. Page 3 of 12 At the Point of the Spear Agreement No. 6149 Client Logistics Support Requirements An effective speaking technique is to describe personal leadership experience —anecdotes about the need for capable leaders or strategies for overcoming challenges inherent in the leadership journey. Conversational address usually works best —informal, open, and honest. Honesty means not necessarily giving the company line but rather acknowledging the complex reality and difficult challenges ahead. We recommend a 10 to 15-minute message —no more than 30 minutes. The speaker should be available for the first 30 minutes of the program on the first day. The lead instructor introduces the speaker in his or her opening remarks. MCS has a handout we can provide with guidelines for guest speakers. Training Location The minimum room requirement for the training location is one main classroom and two breakout rooms. Breakouts are only needed on certain days (see below). Although not required, a small logistics workroom with an electrical outlet is extremely helpful to the cadre for efficiency as well as for security of MCS and client equipment. This room can be quite small, just big enough for one person to work and spread things out on a table. This workroom can double as one of the breakout rooms if it would be available all week. In addition, the training location needs to have an Internet connection so the cadre can send participant information to the MCS office. Room Logistics The main classroom has the following logistic requirements: • Projection screen • 28 chairs (24 for participants + 4 for instructors or observers) l lectern/podium • Wall space and suitable method for hanging heavy signs and posters w 8 rectangular tables for participants (If rectangular tables are unavailable, 4 round tables can be substituted.) « 1 table for instructors 1 table for library items • 1 table, cart, or stand for projector and laptop Extension cord, about 25 feet (8 meters) long • Four easel pads with stands • Optional —projector and audio. Client -provided sound systems usually provide for better quality projection and sound. In addition, many training facilities are equipped with overhead projectors, which eliminate the need for a table -top projector. © Mission -Centered Solutions, Inc. Page 4 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements The following diagram illustrates the recommended main classroom setup; Both breakout rooms have these requirements: 13 chairs • 1 small table The breakout rooms are used for classroom exercises as well as for the afternoon exercise. If these rooms adjoin each other or main classroom, there should be enough of a sound barrier to block occasional shouting and radio traffic during the afternoon exercise. In addition, instructors should be able to darken room to near black for the afternoon exercise. © Mission -Centered Solutions, Inc. Page 5 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements Room Scheduling The scheduling requirements for each type of room vary according to the length of the program. The following tables outline these requirements: Five -Day Schedules Room Day 1 Day 2 Day 3 Day 4 Day 5 Main Classroom a.m.-p.m. a.m.-pm. a.m.-p.m. a,m.-p.m, a.m. Breakout Room 1 p.m. a,m.-pm. Breakout Room 2 a.m,-p,m. Four -Day Schedule Room Day 1 Day 2 Day 3 Day 4 Main Classroom a,m.-p.m. a.m.-pm. a.m.-p,m, a.m„-p.m. Breakout Room 1 a.m,-p.m. a.m.-p.m, Breakout Room 2 a.m.-p.m. 3 + 3 Schedule Room Day 1 Day 2 Day 3 Day 4 Day 5 Day 6 Main Classroom p.m. a.m.- a.m. p.m. a.m- a.m. p.m. p.m. Breakout Room 1 a.m.- p.m. Breakout Room 2 Fa-M.- .m. Field Exercise Radio Requirements The client supplies eight radios for both the field exercises. A minimum of 3 frequencies are needed to be shared by all 8 radios. A 4"' frequency is helpful, but not required. The frequencies must be discrete with enough separation to prevent bleed -over. © Mission -Centered Solutions, Inc. Page 6 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements Outdoor Field Exercise Requirements In the evening on Day 2, the cadre conducts an outdoor field exercise. (The timing of the exercises —from 1900 to 2300 on Day 2—is the same for all program schedules.) This section outlines the site, equipment, and personnel requirements for this field exercise. Site Requirements The following parameters are recommended for the site of the field exercise: • Within 15 to 20 minutes of main classroom • Remote area free of other traffic, people, noise, or other distractions • Drainage with trees and bushes preferred • Moderate slope preferred • No long open lines of sight • Separate access points for top and bottom of drainage • Ground should be clear of mud and snow when possible. The following diagram illustrates the recommended site layout: �'..rX it OFF,,.,. x minute walk or 1.35 km Dralna0e with ne line o/ sluht' e J o © Mission -Centered Solutions, Inc. Page 7 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements Vehicle Requirements The client provides vehicles to transport all students, instructors, and role players to the exercise location. • Vehicle 1—seats 6 students + 1 instructor = 7 passengers • Vehicle 2—seats 6 students + 1 instructor = 7 passengers • Vehicle 3—seats 6 students + 1 instructor = 7 passengers • Vehicle 4—seats 6 students = 6 passengers • Vehicle 5—seats 3-5 role players = 5 passengers Role Players The client provides a minimum of 3 and ideally 5 role players to support the outdoor field exercise on Day 2 for these roles: • An emergency responder (crewmember) • An emergency responder crew leader • A local landowner • A television news reporter or photographer • A senior chief officer The field exercise simulates the aftermath of a natural disaster. Role players will meet with the training cadre the morning or afternoon of Day 2 before the start of the exercise for a briefing that may include an orientation of the training site and a walk through of the exercise. This orientation could take up to two hours. Role players show up on site by 1830 to start the exercise. Their participation continues to the end of the exercise at approximately 2200. Role players should be able to walk (at times quickly) through uneven terrain and drainages at night. The most important characteristics of selected role players are a high level of energy and a desire to make training realistic and meaningful for exercise participants. © Mission -Centered Solutions, Inc. Page 8 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Checklist Client Logistics Support Requirements The following checklist describes chronologically the tasks performed by clients to support At the Point of the Spear programs. Committing to a Program Ei Sign the Quote for Training and send to MCS, send the purchase order, or otherwise commit to the program, as negotiated. Determine training sites. Initial Planning for Program El MCS Logistics sends you a Course Information Sheet to begin the logistics process. Complete and return the form. E] (Optional) Arrange for a kickoff speaker. The most influential guest speakers are from students' management chain of command. Seven to Eight Weeks Prior to Program Reserve the facility to be used for the program. Locate potential field exercise site that meets the criteria. El Arrange for access to field site as appropriate. (Exercises will not involve the use of fire or be disruptive to the ground or flora. They involve only walking activities.) ................ ---------- - - Recommend or arrange a location for student and cadre lodging. If local lodging is Ej difficult to obtain, consider setting up a block of rooms. If arranging for a block of rooms, include three rooms for the cadre at the same hotel. ......................................................... Send the information about the locations for the lodging and training facilities to F] MCS so that we can make reservations for our cadre members and process the prework letter/package. Six Weeks Prior to Program Finalize the student roster. p l ........................ Contact MCS Logistics to arrange the distribution of the prework package to the _I students. Arrange for 8 radios for the exercises. © Mission -Centered Solutions, Inc. Page 9 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements Two to Four Weeks Prior to Program Confirm reservation for the training location. ..WWW............_.._.._ ❑ W.............. _-. .— ----- Recruit role players for the Night Field exercise. E] Verify receipt of shipped program materials with MCS Logistics. Arrange for vehicles as needed to support exercises. In some cases, participants can E] bring in the needed vehicles. Make sure that participants are approved to drive the vehicles, or arrange for other drivers, as needed. Determine whether an icebreaker on the first night would be appropriate. Usually we invite the participants to a local watering hole or restaurant for an icebreaker to give the class an opportunity to meet informally with the cadre and other participants. MCS usually offers to pick up the first round. Any additional drinks or food are on the participants. In most cases, the icebreaker is worthwhile when students may not know each other and there are suitable places close by. If an icebreaker is desirable, identify local bar, pizza joint, or restaurant that could serve as a location for an icebreaker from 1800-2000 on the evening of Day 1 so that we can give a warning to the manager that we might be dropping in with 15 to 20 people. Communicate icebreaker plans to MCS. ❑ Secure 3-4 radio frequencies for use during the Night and Afternoon field exercises. Contact MCS Logistics to arrange contact with the lead instructor. When you arrange to address particular focus points or special issues during the program, the lead instructor will contact you approximately 2 weeks from start of the program to discuss these issues. ❑ (Optional) Verify guest speaker, One Week Prior to Program _.................... _....... ❑ Arrange for MCS cadre to have access to classrooms for setup on the afternoon or evening on the day before class. Arrange for e-mail access for the MCS cadre during the late afternoon of the first ❑ day. (They will need to e-mail an attached file to the office; it can be done from anyone's internet or e-mail connection). .......... .m...... ----.----------- ..._.__ ❑ Secure, test, charge, and program eight two-way radios. VJ E] Arrange access to shipped materials for MCS cadre upon arrival the day before the course. I ❑ Complete any permits and obtain access keys for the night field exercise area. E] ........................................ availability of easel pads, extension cords with power bar, and projection screen. screen. ❑ Communicate with MCS lead instructor during week and confirm the link up plan for day prior to course. Notify any cooperative agencies such as police, fire, dispatch, etc., that may be E:iI affected by radio or training activities. This includes verifying usable radio frequencies and notifying agencies, which may have to field calls from the public concerning the simulations radio traffic. © Mission -Centered Solutions, Inc. Page 10 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements ❑ ........ .�._._. Set up classroom according to the layout. E] Arrange time for the role players to meet with the cadre. ❑ (Optional) Confirm guest speaker availability.. Day Before Program (Typically Sunday) ❑ Meet with MCS cadre. ❑ Tour the night field exercise area with the cadre members. They will flag, walk, and time out the area for use on Day 2 I—p 99 ......................................................................................... Bring MCS cadre to training rooms. Have on location all of the following: boxed course materials, radios, easel pads, and extension cord. ❑ Verify any security arrangements for rooms and equipment with MCS cadre. Day 7 (Typically Monday) ❑ Meet with MCS cadre on Monday before class for final setup needs. ❑ (Optional) Provide kickoff speaker information to cadre. ❑ ...... _..... __._._.-._ W..... Verify transportation plan and vehicles for Day 2 and ensure vehicles are full of fuel. Arrange a time and location with the role players and the MCS cadre for the role ® player briefing. ...................... ❑ Confirm e-mail access arrangements and share information with MCS cadre. y LJ During the afternoon of Day 1, touch bases with the MCS cadre about any outstanding issues. Day of Night Field Exercise (Typically Tuesday) ❑ Check in with the MCS cadre before class begins. ❑ Confirm the briefing time and place with the role players and MCS cadre. ❑ Remind Dispatch and other authorities about exercise, radio traffic, etc. EiDeliver radio equipment for exercise, and arrange for its return at the end of the exercise. ❑ Check in with the cadre at the end of the day to verify all is well with the vehicles, etc. Course Midpoint Check in with the MCS cadre —before class begins and at the end of the day. Ensure access to breakout rooms. Day of Afternoon Exercise (Typically Thursday) i ❑ Check in with the MCS cadre before class begins. k J E] Deliver radio equipment for exercise, and arrange for its return at the end of the exercise. © Mission -Centered Solutions, Inc. Page 11 of 12 Agreement No. 6149 At the Point of the Spear Client Logistics Support Requirements IF] H Remind Dispatch and other authorities about exercise, radio traffic, etc. Last Day of Program (Typically Friday) Before class begins, check in with the MCS cadre and verify arrangements for returning items used during the program. © Mission -Centered Solutions, Inc. Page 12 of 12 Agreement No. 6149 MCS Point of the Spear (POTS) SAFER Class Protocols Mission -Centered Solutions SAFER Classes At MCS we hope that you and your families and co-workers are well. As the COVID-19 pandemic continues, we have been working with our clients to find new ways to continue our mission of organizational and leader development while mitigating unnecessary risk. With so many unknowns still ahead, it can be hard to know how much we need to adapt. One obvious possibility is to migrate to distance learning. While this is appropriate for awareness or procedural training, it is an ineffective method of conducting the kind of experiential training required to develop leader behaviors. Although distance learning has been employed by the military services for more than 40 years, they have never moved their experiential leadership training online. In -person training has proved irreplaceable for exercising the nuances and complexities of leadership and team skills. You just cannot learn to swim from an on-line course. You've got to jump in that pool, struggle, get feedback, and try again. With that reality in mind, MCS has created SAFER Class protocols which will minimize the risk of exposure to COVID-19 and still create the "swimming pool" conditions for high quality, hands on training and interaction that create meaningful learning. We have first-hand experience in using these protocols, having implemented them during extensive travel and in the workplace in our consulting with Incident Management Teams and training Interagency Hotshot Crews in person from March into June of 2020. We strongly feel we can train effectively and mitigate the risk of COVID-19. Based on our experience working in the COVID-19 environment, we have taken CDC guidelines and added evidence -based best practices - proven to prevent the spread of COVID-19. We are making it our mission to both conduct hands-on experiential training and to protect the health and well-being of our people and yours. SAFER Class protocols combine compliance with flexibility for client -based customization adaptable for available facilities and needs. This takes the guesswork out of planning and logistics; providing real-time monitoring, PPE, space/class size planning to assure and document multi -level compliance with CDC, state, and local requirements for facilities, students, and instructors. Thank you to those of you have already scheduled your 2020-2021 training with us. If you have not already scheduled, we look forward to customizing a SAFER Class course that meets your needs. Please call, email or visit our website https://www.mcsolutions.com/saferclass for more information on how we can work together to meet your organization's needs. Stay Well! The MCS Team Mission -Centered Solutions © Page 1 of 2 Agreement No. 6149 MCS Point of the Spear (POTS) SAFER Class Protocols 1) To prepare for the course, attendees are encouraged to: • Receive a Flu shot 2 weeks prior to class start - this will decrease the possibility someone may get sick with the Flu in which case it could not be immediately be discounted as anything other than COVID-19 • Be symptom free for a minimum of 14 days before class start date 2) MCS can provide the following: • Infrared thermometers • Hand sanitizer • PPE: Face shields and 3-ply disposable masks • Disinfecting cleaning products • Signage for COVID-19 safety protocols 3) MCS can implement the following: • Seating arranged for social distancing. • Classroom surfaces sanitized daily. • Temperature checks and documentation. • Cadre and Students Health Questionnaire screening. • Face shields/masks will be worn for exercises requiring close interaction.. • COVID-19 Protocol briefing sent out with pre -work. • COVID-19 Protocol Signage. • Meal coordination to limit exposure. 4) MCS recommendations these additional mitigations: • Limit class enrollment —we recommend 12-16 students • Limit MCS Cadre to two —we can have a maximum of 16 students and still meet instructor/student certification ratios • Increase classroom space to ensure proper distancing for larger class sizes • Choose an isolated site location - training and lodging would be onsite • Choose a facility that can provide training space, lodging and meals • Add catered meal service to eliminate outside food sources At Mission -Centered Solutions, we solve challenges with our clients every day. Today we have a new challenge. As the coronavirus COVID-19 has grown to pandemic level —impacting our daily lives at work and home —we are going to conduct high impact leader training and protect the health and well-being of the communities in which we live, work, and serve. It's paramount to us that you continue to receive the same level of support you are accustomed to, and we're confident that with the measures we've put in place, we can mitigate this risk together and get your people the critical training they need now more than ever. Mission -Centered Solutions © Page 2 of 2