Master Services Agreement
This Master Services Agreement (the “MSA”) is made and entered into by and between Blue Line Solutions ( “Service Provider”) and the City of Wasco (“the Client”), (each a “Party” and collectively the “Parties”) as of this day of December, 2022 (the “Effective Date”).
By signing this MSA, the Parties agree as follows:
1. MSA Terms
This MSA sets forth basic terms that will apply to Service Provider’s performance of services during the term of this MSA.
2. Scope of Services
Service Provider will provide services and materials and otherwise do all things necessary for or incidental to the performance of services (“Services”) as described in a Statement of Work (“SOW”). A SOW may add additional Services and obligations of the Parties and include additional legal terms and conditions. If either Party requires a purchase order number on invoices, it is understood and agreed that the purchase order is only an accounting document and does not in any way modify, add to, or delete any of the terms and conditions of this MSA or any SOW. Exhibit A is the initial SOW and is incorporated herein by this reference.
3. Fees and Payment
Service Provider’s fees and costs for the Services will be as provided in a SOW. The Client will pay invoices from Service Provider for the Services within 30 days of receipt of invoice. All invoices or invoice disputes must be sent to the address provided in Section 23 below to receive timely payment.
If, for any reason, the Client disputes the performance of the Services or the applicable fees, the Client will (a) promptly pay all undisputed fees and (b) provide a detailed description of the nonconforming Services or disputed fees sufficient for the Parties to discuss and make a good faith attempt to resolve the dispute (“Invoice Dispute”). If the Client does not make payment or issue an Invoice Dispute within 60 days, Service Provider may provide the Client with 10 days’ written notice of non-payment, after which, if the failure to pay or issue an Invoice Dispute is not cured, Service Provider may suspend performance of all Services until SERVICE PROVIDER either (i) makes payment or (ii) issues a sufficiently detailed Invoice Dispute.
Unless stated otherwise, Service Provider will bear sole responsibility for all expenses incurred in connection with the performance of Services. If the Client is requested by Service Provider to reimburse Service Provider for any of its travel and out-of-pocket expenses (“Expenses”), the Client agrees to comply with each of the Service Provider’s travel and reimbursement policies for Service Providers, whether formal or informal. Any policy waivers or exceptions must be confirmed in writing by Service Provider before the Client incurs the expense. Service Provider also agrees to provide the Client with advance notice and estimated anticipated Expenses and to invoice the Client at Service Provider’s cost and/or IRS-approved rates where applicable and provide copies of original receipts.
4. Confidentiality
All documents, reports, data, disclosures, plans, and other information of any nature and description, which the Service Provider, its affiliates, agents, or customers supply to the Client or which Service Provider discovers or develops in performance of the Services is deemed confidential (“Confidential Information”). Confidential Information includes, but is not limited to, the Service Provider’s trade secrets, proprietary information, business plans, business development initiatives and models, financial statements, budgets, costs, income, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, and any other information or documents in any format including, but not limited to, oral, electronic, and written. The Client must not disclose any Confidential Information to any third party without prior written authorization from SERVICE PROVIDER, except to the extent that information is in the public domain, was in the Client’s possession prior to disclosure to, discovery by, or development by Service Provider related to the Service or this MSA or Service Provider is required by law. Service Provider agrees not to use Confidential Information for personal, commercial, or proprietary advantage or profit. Service Provider will take all appropriate steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. This confidentiality requirement shall continue indefinitely and shall survive the expiration or termination of the MSA.
5. Employment of Contracting Personnel/Non-Solicitation Service Provider agrees that while it is providing Services pursuant to this MSA, and for twelve (12) months after Service Provider ceases to provide Services for any reason, Service Provider will not attempt, directly or indirectly, for itself or others, to recruit, solicit, or refer and will not hire or contract with, as an independent contractor or otherwise, any 138 of 147
person who is employed by or under contract with the Client or an affiliate or customer of the Client’s to perform services the same as or similar to the Services without prior written consent of the Client. In the event that Service Provider takes action that is prohibited above without written consent of the Client, Service Provider shall be required to pay the Client a placement fee of the greater of 35% of the individual’s first year’s annual salary OR 25% of the individuals projected annual gross billings using 245 billing days/year for full time or 130 billing days/year for part time immediately and in full. Should Service Provider determine that it will hire a party, without written consent of the Client, who was introduced to Service Provider through the Client or an affiliate or customer of the Client after the term of the MSA, but for a period of less than one year following the termination of the MSA, Service Provider shall be required to pay the Client a placement fee of the greater of 20% of the individual’s first year’s annual salary OR 15% of the individuals projected annual gross billings using 245 billing days/year for full time or 130 billing days/year for part time immediately and in full.
6. Non-Solicitation of the Client’s Customers
Service Provider agrees that, beginning immediately and continuing until the date that the MSA terminates for any reason, Service Provider will not attempt, directly or indirectly, for itself or others, to recruit, solicit, any of the Client’s customers within the scope of the SOW.
7. Term and Termination
The term of this MSA will be from the Effective Date until terminated by either Party on 30 days’ written notice; provided, however, that no termination will affect obligations incurred under this MSA before termination or which, by their nature, extend beyond the term.
8. Work and Labor
Service Provider agrees to observe all laws, ordinances, rules, and regulations of any government unit or agency affecting items furnished and/or the performance of Services.
9. Standard of Work Performed and Materials Sourced
Service Provider warrants that it will perform all Services satisfactorily and in a timely manner. The Service Provider will assume that all materials furnished will be of the highest grade and best quality, and the work will be performed in a professional and first-class manner consistent with the customary care and skill ordinarily exercised by professionals in Service Provider’s industry. For the avoidance of doubt and consistent with the nature of the work, Service Provider will have sole control over the manner and method of providing Services accordingly.
10. No Liens or Encumbrances
Service Provider warrants that no liens, encumbrances, security interests, or other third-party claims of any type will attach to real or personal property owned or leased by the Client or its customers or affiliates as a consequence of Service Provider’s performance of Services hereunder. Service Provider also agrees, upon request, to furnish to the Client standard forms of waiver of lien signed by Service Provider and all contractors, subcontractors, and materialmen who will furnish labor and materials hereunder.
11. Ownership of Work
All right, title and interest in the work product of Service Provider’s Services and the Confidential Information will be and remain Service Provider’s sole property and will constitute a “work-made-for-hire” as such term is understood under U.S. copyright laws. Service Provider has the exclusive right, but not the obligation, to use, adapt, alter, delete from, add to, or rearrange such work product, or any part thereof, to combine the same with other works, and to patent, register for trademark protection, and/or otherwise exploit any and all of the foregoing in any manner as Service Provider may determine in Service Provider’s sole discretion. Service Provider agrees to execute other instruments, give further assurances, and perform acts which are or may become necessary or appropriate to effectuate and carry out the provisions of this Section 11. To the extent ownership of any work product resulting from Service Provider’s Services for the Client does not by operation of law vest in the Client, Service Provider hereby assigns, sells, transfers, grants, and conveys all right, title, and interest in such work product to the Client. However, during the course of this MSA, Service Provider may further develop its institutional knowledge, skills, and experience. Other than as may fall within the “Confidentiality” section of this MSA, nothing in this MSA is intended to limit Service Provider’s use of any knowledge, skills, experience, ideas, concepts, know-how, and techniques developed before or during the course of this MSA, without limitation, in the development, manufacturing, and marketing of Service Provider’s Services.
12. Indemnity
Service Provider agrees to defend, indemnify, and hold the Client (including its affiliates, member agencies, employees, agents, and representatives) harmless against any and all claims, demands, or other liabilities for suits, injuries, damages, 139 of 147
losses, fines, expenses, or costs of any sort, including attorney’s fees (collectively, “Claims”) to the extent caused by Service Provider’s negligent performance of Services, its intentional misconduct, a claim one or more of Service Provider’s employees for an employment related claim against Client including theories of joint employment, or its breach of any other obligation under this MSA; except that Service Provider need not indemnify with respect to that portion of a Claim resulting from the Client’s negligence or intentional misconduct, or to the extent of Service Provider’s reliance on the express written approval, acceptance, or instructions of the Client with respect to the act or omission giving rise to the Claim. Service Provider will, as soon as reasonably possible after receiving notice of a third-party Claim for which indemnity might be sought, notify SERVICE PROVIDER in writing, provided that the failure to notify will not relieve Service Provider of its obligations.
13. Workers Compensation Insurance
Service Provider will obtain and maintain in force Workers’ Compensation Insurance with respect to Service Provider’s employees with a limit of not less than $1,000,000.
14. Insurance
During the term of this MSA and for a period of three (3) years thereafter, Service Provider agrees to keep and maintain, at its sole expense, insurance as follows:
(a) Automobile Liability Insurance, including coverage for hired, owned, or non-owned vehicles, in the amount of $1,000,000 which specifically covers this MSA and names the other Party, its subsidiaries, and affiliated entities as additional insured Parties;
(b) General liability insurance in the amount of $2,000,000 which specifically covers armed security services; and (c) Service Provider will furnish to the Client an insurance certificate from a carrier with an A.M. Best rating of “A” or better satisfying the above requirements and containing a complete waiver of subrogation. Service Provider’s insurance coverage may not be terminated or materially changed without thirty 30 days’ prior written notice to the Client.
15. Relationship/Taxes/No Exclusivity by Service Provider Nothing in this MSA will be construed to create or imply a joint venture, partnership, association, employer/employee relationship, or similar obligation between the Parties. As such, any and all sums paid by the Client to Service Provider that are subject to tax deductions, if any, will be Service Provider’s sole responsibility and Service Provider will indemnify and hold the Client harmless from any and all damages, claims, and expenses, including reasonable attorney’s fees, arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. Nothing in this MSA will impose any obligation on Service Provider to provide services exclusively to the Client. For clarity, Service Provider is free to provide services of the same nature as provided for in this MSA to any other entity.
16. Conflict of Interest
Service Provider represents and warrants to the Client that to Service Provider’s best knowledge, neither Service Provider nor any of its agents, employees, or contractors who will be performing Services for the Client have any other interests or business relationships of any kind which could either conflict with the Client’s interests or create the appearance of a conflict. Service Provider will immediately and fully apprise the Client of any potential conflicts that may arise.
17. General Warranties
Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this MSA; (ii) the execution and delivery of this MSA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a Party or any law applicable to it; (iii) this MSA constitutes a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms (subject to any equitable defenses); (iv) there are no bankruptcy, insolvency, reorganization, receivership, or other similar proceedings pending or being contemplated by it, or to its knowledge threatened against it; and (v) there are no suits, proceedings, judgments, rulings, or orders by or before any court or any governmental authority that could materially adversely affect its ability to perform this MSA.
18. Force Majeure
Force Majeure is the only excuse for non-performance of this MSA by either Party and all other excuses waived. Each Party shall be relieved of its obligation to perform any part of this MSA to the extent its performance is prevented or rendered impracticable by any events or circumstances beyond its reasonable control including, but not limited to, war, fires, floods, acts of God (natural disasters), governmental restrictions, labor lockouts, civil uprising resulting in damage or destruction of any facilities. Each Party will promptly notify the other in writing of any inability to perform and the cause thereof, as well 140 of 147
as its good faith estimate of the date upon which the event will end, and its performance will resume. Service Provider agrees that in the event of a Force Majeure, Service Provider’s allocation of available resources or supply to the Client will be based on fair allocation by volume among Service Provider’s customers without regard to price or profitability. If the event is anticipated to extend beyond 60 days, the Client may, at its option, cancel the SOW and/or this MSA and be relieved from its obligations as of the date of cancellation. Both Parties will make reasonable efforts to avoid the adverse impacts of a Force Majeure and to expeditiously resolve the event or occurrence once in order to resume performance.
19. Events of Default
An "Event of Default" means, with respect to a Party (the "Defaulting Party"): (a) any false or misleading representation or warranty made by a Party or the failure of a representation or warranty made by a Party to remain true during the Term hereof; or (b) a Party: (i) makes an assignment or any general arrangement for the benefit of creditors; (ii) files a petition or otherwise authorizes the commencement of a proceeding under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it and such petition is not withdrawn or dismissed for 20 business days after such filing; (iii) otherwise becomes bankrupt or insolvent; (iv) is unable to pay its debts when due; (v) fails to post, maintain, renew, or increase collateral when and as may be required hereunder during any Term and such failure is not remedied within two (2) business days after written notice thereof is received; (c) the failure of a Party to perform a material obligation under this MSA or SOW when such failure is not excused by Force Majeure; or (d) any other event affecting such Party specified as an Event of Default in this MSA.
In addition to any other remedies available at law or equity, if an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party will have the right to (a) provide written notice of (and stating the nature of) such Event of Default to the Defaulting Party; (b) designate a date between 1 and 20 days after such notice is effective on which this MSA will terminate; (c) withhold payments due to the Defaulting Party; and (d) suspend performance.
20. Governing Law
This MSA will be governed by the laws of California, notwithstanding any state’s choice of law rules to the contrary.
21. Miscellaneous
All provisions of this MSA which must, in order to give full force and effect to the Parties’ rights and obligations, survive the termination or expiration of this MSA, will so survive. Amendments to this MSA are not enforceable unless in writing and executed by both Parties. If any provision in this MSA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. No waiver or consent, express or implied, of any default will operate as a waiver or consent of any other default. In entering into this MSA, the Parties represent that they have each had an opportunity to consult with their own attorneys and that all of the Parties have cooperated in the drafting and preparation of this MSA. The language of this MSA may not be construed for or against any Party on the grounds that any specific Party or Parties authored this MSA.
22. Notices and Billings
Notices shall be provided to the addresses below. Notices must be provided by facsimile, electronic email, or hand delivery and will be deemed received on the business day it was transmitted or delivered (unless transmitted or delivered after the close of business in which case it will be deemed received on the next business day), and notice by overnight mail or courier will be deemed received two business days after it was sent:
Either Party may change their address for the purpose of this MSA by giving written notice of such change to the other Party in the manner provided in this paragraph.
Blue Line Solutions
All Notices: Billings
Richard Garrett, CEO Richard Garrett, CEO
[email protected] [email protected]
(661)917-6493 (661)917-6493
And
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City of Wasco
All Notices: Billings
THIS MSA, INCLUDING ANY EXHIBITS AND SCHEDULES, CONSTITUTES THE PARTIES’ COMPLETE AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS OF ANY TYPE, WHETHER WRITTEN OR ORAL.
IN WITNESS WHEREOF, the Parties, by their respective duly authorized representatives, have executed this MSA effective as of the Effective Date. __________________________
By: ______________________________
Print Name: Richard Garrett
Title: CEO, Blue Line Solutions
Date: ____________________________
By: ______________________________
Print Name: ______________________
Title: ____________________________
Date: ____________________________
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EXHIBIT A
STATEMENT OF WORK
SERVICES:
Blue Line Solutions, Inc. (SERVICE PROVIDER) will complete Background Investigations for employment applicants and current employees (if requested) for the City of Wasco:
Additional Services:
• SERVICE PROVIDER personnel will prepare a written report for each investigation. • SERVICE PROVIDER personnel will, when necessary or required, provide updates on investigations, prov
ide oral reports to the City of Wasco and/or Wasco Police Department management, and/or meet wi
th the City of Wasco or Wasco Police Department management. • SERVICE PROVIDER personnel will adhere to all the standards and policies of the California Peace Officer Sta
ndards and Training pertaining to Background Investigations and any requirements or requests from the City of Wasco and/or Wasco Police Department management.
REQUIREMENTS:
Re
quirements to start services:
• N/A
COMPENSATION, INCLUDING ANY APPLICABLE RATES OF PAY FOR SERVICES TO BE PERFORMED:
Compensation:
• SERVICE PROVIDER will invoice the City of Wasco on the first of each month. • The billing cycle will run from the first day of the month to the last day of the month. o As an example, work completed during the month of January will be invoiced on February 1st. • Payment will be made within 30 days of invoice.
• The first invoice will be sent 60 days after the Effective Date of the MSA. • Each completed Background Investigation will be billed at $2,150.00. • Background investigations for disqualified applicants will be billed for each hour the investigator spent on
the investigation at the hourly rate of $100.00/hour up to a maximum of $2,150.00. • SERVICE PROVIDER will charge the City of Wasco $100.00/hour for SERVICE PROVIDER personnel who are
required to testify in court or any legal proceeding for the City of Wasco. o Bi
lling will begin from the start of the time listed on the subpoena until released by the Court or a
Court Officer or appropriate person(s).
• The City of Wasco will reimburse for mileage at the current Federal Mileage Reimbursement rate of $.
625/mile for each mile travelled by the investigator from their base of operation to any location necessary to complete their scope of work.
• Investigations that require an investigator to travel outside of the County of Kern will be billed at a re
duced rate of $50.00/hour.
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.
T
O: Honorable Mayor and Council Members
F
ROM: M . S
cott Hurlbert, City Manager
D
ATE: January 17, 2023
SU
BJECT: Discuss, Direction, and Possible Adoption of A Resolution A uthorizing the City Manager or his Designee to use The American Rescue Plan Act of 2021 (ARPA) Funds for the Promotion of COVID -19 Vaccination Event(s) to Incentivize Community Participation.
R
ecommendation:
Staff recommends the City Council to:
1) Discuss and provide direction to staff regard ing possible adoption of the Resolution.
2) F
ind that this action is not a project as defined under the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c) (3), no environmental review is required.
E
nvironmental Review:
The staff has reviewed the proposed activity for compliance with the California Environmental Quality Act(CEQA) and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA guidelines because the proposed activity consists of a governmental fiscal/administrative activity which does not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required.
B
ackground:
On June 7, 2022, the City Council approved $25,000.00 of ARPA funds to go towards 500 generic incentive “gift cards” with a redemption value of $50.00 each. The incentive card was only given to residents of the City of Wasco. With the collaboration of the Kern County Health Department, several vaccine clinics were hosted in the City of Wasco and successfully distributed 500 gift cards.
STAFF REPORT
City of Wasco
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Discussion:
The Council is encouraged to discuss of possible approval of an additional round of incentives for COVID-19 vaccination promotion and provide guidance to Staff as to the amount and type of each incentive and the total budget for the program. If adopted, the two cost factors and selection criteria determined above will be integrated into the DRAFT Resolution included with this Staff Report.
Fiscal Impact:
Expenses for promotion, support, and incentives related to a Vaccination Program can be funded with ARPA funds, so there is no General Fund impact. If approved, a Budget allocation of ARPA funds will be needed bas ed upon the level of incentives chosen by the Council. Purchase of the gift cards involves a nominal “fee” for each card which varies by vendor. If adopted, Staff will suggest a Budget allocation total which includes the estimated fee expense in addition to the face value of the cards.
Attachments:
1. DRAFT Resolution
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RESOLUTION NO. 2023 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WASCO AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE THE USE OF THE AMERICAN RESCUE PLAN ACT OF 2021 (ARPA) FUNDS FOR THE PROMOTION OF COVID-19 VACCINATION EVENT(S) AND TO INCENTIVIZE
COMMUNITY PARTICIPATION
WHEREAS, the American Rescue Plan Act of 2021 (ARPA) appropriated Coronavirus State and Local Fiscal Recovery Funds for allocation by the U.S. Department of the Treasury to states, counties, metropolitan cities, and small cities with populations under 50,000 (referred to as non-entitlement units of local government); and
WHEREAS, the City of Wasco wishes to promote one or more COVID -19 vaccination events(s); and
WHEREAS, the City of Wasco wishes to allocate a maximum of [$] in ARPA funds toward the cost of “gift card” incentives with a redemption value of [$] each; and NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Wasco as follows:
SEC
TION 1: Authorizes the City Manager or his designee to allocate and expend ARPA Local Fiscal Recovery Funds to promote one or more COVID -19 vaccination event(s) using incentive gift cards with the redemption value stated above, not to exceed the maximum program expenditure amount stated above; and
-o0
o-
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I HEREBY CERTIFY that t he foregoing Resolution No. 202 3 - was passed and adopted by the Council of the City of Wasco at a regular meeting thereof held on January 17, 2023, by the following vote:
COUNCIL MEMBERS:
AYES:
NOES:
ABSTAIN:
ABSENT:
__________________________
VINCENT MARTINEZ,
MAYOR of the City of Wasco
Attest: _______________
__________________________________
MARIA O. MARTINEZ
CITY CLERK and Ex Officio Clerk of
the Council of the City o Wasco
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