HomeMy WebLinkAboutCAG2022-304 - Original - BlueBridge Alliance - Short Term Assistance to Vulnerable Members of the Community - 07/18/2022ApprovalOriginator:Department:
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Director or Designee
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Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
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Project Name:
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Agreement Amount:
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If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
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Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms.
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
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rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
This Partnership Operating Agreement ("Agreement") is made between BlueBridge Alliance, a
nonprofit corporation, ("BlueBridge") and City of Kent, Kent Police Department ("Agency"),
and is effective on the date signed by Agency.
PT]RPOSE OF THE CONTRACT:
A. BlueBridge Alliance is a 501(c)(3) nonprofit program with the goal of providing immediate
short-term assistance to vulnerable citizens in critical need ofresources such as food, shelter,
clothing, fuel, auto repairs, and kansportation. BlueBridge enables engagement between law
enforcement officers and vulnerable members of the community they serve in a non
law-enforcement context, by providing those individuals with assistance for immediate needs.
B. Recognizingthatlaw enforcement officers often engage with individuals within the
community who have these critical needs, BlueBridge helps support law enforcement efforts to
provide on the spot aid to those in need, which helps strengthen the trust and relationships
between police officers and the communities they serve.
C. Accordingly, through this Agreement, BlueBridge will provide the Agency with the
technology, guidelines, and model policies to help fundraise, coordinate, and facilitate the
provision of funds for the above purposes.
1. DESCRIPTION AND DURATION OF' SERVICES.
BlueBridge will provide the following services ("Services") to Agency:
A. BlueBridge will provide Agency with required technology (both hardware and
software), to implement the BlueBridge program. BlueBridge will provide and make
readily available to Agency copies of guidelines, standards, training materials and
procedural manuals.
B. BlueBridge will provide Agency with initial training as well as reasonable ongoing
support for the successful implementation of the BlueBridge program.
C. BlueBridge will make reasonable efforts to keep Agency apprised of changes to
BlueBridge software or policies and procedures, and provide Agency training, as
appropriate.
D. Given that BlueBridge is a 501(c)(3) nonprofit facilitating fundraising from private
sources, BlueBridge will hold unusedAgency funds in secure accounts, disburse
funds to Agency on a schedule, and will work with Agency to ensure reporting of
fund usage.
Agency agrees to operate the BlueBridge program in accordance with provided or published
BlueBridge guidelines, standards, ethics, and procedures, as outlined in BlueBridge materials or
resources.
Unless otherwise provided for in this Agreement, this Agreement will remain in effect until
terminated in writing with 30-day notice by either party, and termination does not need to be for
cause.
2. RELATIONSIilP OF PARTIES.
Both parties agree that BlueBridge is an independent contractor working with Agency.
BlueBridge is solely responsible for all of its personnel and for all withholdings, taxes, or payroll
issues conceming BlueBridge personnel. This clause extends to any third parties BlueBridge
may engage to perform Services under this Agreement. Under no circumstances shall
BlueBridge be construed to be acting in furtherance of Agency's law enforcement duties, nor
shall BlueBridge be construed to be a state actor, acting under color of law, or otherwise liable
for any ofAgency's actions in any action arising under 42 U.S. Code $ 1983 or $ 1985.
3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSIilP.
Any social media contacts, including "followers" or "friends" that are acquired through
BlueBridge social media accounts (including e-mail addresses, blogs, TWitter, Facebook,
YouTube, or other social medial networks) managed directly by BlueBridge to promote the
BlueBridge Program are the property of BlueBridge.
BlueBridge reserves the right to mention the Agency's name, use the Agency's likeness
(including logos, colors, or other identiffing features), or the names and likenesses of Agency
employees participating in the BlueBridge program for any non-commercial fundraising or
promotional purpose implemented by BlueBridge. BlueBridge will obtain prior written consent
from anyAgency employee whose likeness or name is used in original BlueBridge materials or
social media posts.
In the case of images or text posted by Agency on publicly accessible, official Agency
maintained social media accounts, BlueBridge may repost, re-tweet, or otherwise share such
posts on BlueBridge's own social media accounts, without consent from the Agency, or its
employees.
BlueBridge also retains exclusive rights to all BlueBridge software, documentation, training
materials, procedural manuals, or any other BlueBridge intellectual property provided to Agency.
Agency may not modiff in any way, make unauthorized copies of, or allow unauthorized persons
to use or view BlueBridge software. To the extent authorized by law, Agency also agrees to
safeguard and protect all BlueBridge user and program data in accordance with Agency's
security protocols for sensitive employee information.
4. TAIIGIBLE PROPERTY OWhIERSIIIPAT\D USE.
As part of the BlueBridge program, BlueBridge will furnish to Agency a laptop computer and
other necessary materials to Agency forAgency's administration of the BlueBridge program.
BlueBridge retains full ownership interests in any computer, accessory or other tangible item
furnished to Agency for successful implementation of the BlueBridge program. Agency agrees
to retum any item furnished by BlueBridge to Agency in a reasonable time, upon written request,
and for any reason. Upon termination of this Agteement, Agency agrees to return any items
furnished by BlueBridge within 30 days of termination.
Agency agrees to be liable for any damage to BlueBridge equipment under Agency's control.
Agency agrees to promptly alert BlueBridge in writing within 5 business days of damage.
BlueBridge retains the right to repair or replace any damaged equipment, at Agency's sole
expense.
5. FT]NDRAISING.
As the nonprofit 501(c)(3) responsible for program funds and their accounting, BlueBridge
collects and distributes all funds for use through the program.
BlueBridge engages in general fundraising efforts, designed to support all participating agencies
BlueBridge will also assist the Agency with local fundraising efforts, including providing an
online fundraising portal as well as fundraising software and reasonable funding resources.
Agency assumes full responsibility for local fundraising efforts to sustain Agency's program
spending goals.
BlueBridge will assistAgency with fundraising efforts, and provide reasonable funding
resources as available through BlueBridge's efforts. BlueBridge engages in direct fundraising
efforts, designed to support all participating agencies. Agency assumes full responsibility for
local fundraising efforts to sustain Agency program spending goals. BlueBridge will provide
guidance on fundraising efforts and use reasonable means to support those efforts as needed.
BlueBridge reserves the right to retain 10% of the gross amount of local, agency-specific
fundraising donations to cover operational costs of running the BlueBridge program. This rate is
subject to adjustment, but not to exceed 15% of the gross amount, if required operational costs
are above BlueBridge's required operational costs to provide needed support to participating
agencies.
BlueBridge will notify Agency in writing 30 or more days before any adjustments take effect.
6. USE OFFUNDS.
Bluebridge will have sole discretion as to the amount of funds released for use by the Agency at
any given time. All funds raised for the Agency through local fundraising will be designated for
and distributed to that Agency only, minus the percentage BlueBridge reserves for operational
costs mentioned in this Agreement. For financial safety, and because BlueBridge has secure
holding accounts, funds will be disbursed to Agency monthly, in a sum to be determined as the
reasonable maximum amount that the Agency will need for that month. Surplus funds will be
held by BlueBridge for release, should Agency request them for a specific need.
Agency may elect to share their BlueBridge designated funds with another participating agency.
Agency will have sole discretion on sharing funds with another agency, providedAgency only
shares funds with an agency who is a member of the BlueBridge Program in good standing. If
Agency elects to share BlueBridge designated funds with another participating agency, the
Agency will alert BlueBridge in writing regarding this request. Such writing will include the
name of the agency receiving funds, as well as the amount of the requested disbursement.
BlueBridge personnel will assist the Agency to transfer such funds through BlueBridge's
disbursement platform.
7 , DISTRIBUTION OF FUhIDS AND REPORTING REQUIREMENTS.
Agency law enforcement officers, upon successful completion of BlueBridge use of funds
training will be provided with a BlueBridge debit card, linked to the Agency's BlueBridge
program spending account. Each participating officer is then authorized to use the debit card in
accordance with BlueBridge's Standards and Guidelines, in furtherance of the stated purposes of
this Agreement. The Agency officer will retain receipts of any transactions which must then be
submitted to the Agency's program administrator, as well as also completing the provided
reporting form for the use of funds.
If a participating Agency officer fails to submit a receipt or reporting form, BlueBridge may
suspend or terminate that officer's access to their BlueBridge debit card. The Agency will track
reporting by participating officers, and will ensure all required documentation is completed and
submitted in a timely manner.
Agency will provide any non-privileged and locally available data, statistics, or metrics
requested by BlueBridge. Such data will be used by BlueBridge to assist in any grant reporting
requirements or program studies.
8. PUBLIC RELATIONS, MEDIA, AIID MARIGTING.
BlueBridge will provide public relations, media and marketing on a regional, state, and national
level for the cumulative good of the BlueBridge program and all participating agencies.
Agency will be responsible for coordinating local public relations, media, and marketing
campaigns for the Agency's benefit. BlueBridge will provide reasonable guidance and
recommendations for maximizing exposure, benefit, and fundraising from these local campaigns.
Agency agrees to prominently mention "The BlueBridge Program" by name in all local
promotional activities and materials.
9. TERMINATION.
If BlueBridge determines thatAgency has operated the BlueBridge program outside of
BlueBridge's standards and guidelines, or in a negligent manner, BlueBridge may terminate this
Agreement immediately. In such cases, all monies raised to that point will be forfeited, and
retumed to BlueBridge's general fund for use by other agencies. BlueBridge will have sole right
to determine what constitutes a violation of BlueBridge's standards or guidelines, as well as sole
right to decide to terminate this Agreement under this section.
If this Agreement is terminated with both parties in good standing, all monies raised locally will
be transferred to an account of Agency's choosing, in accordance with Agency procedures.
Upon termination of this Agreement for any reason, Agency agrees to return all tangible and
intellectual property provided by BlueBridge to Agency. Such return must take place within 30
days. In lieu of the return of intellectual property, Agency may certiff in writing that all
BlueBridge intellectual property retained by Agency has been destroyed. Such certification must
be signed by the Agency administrator of the BlueBridge program.
10. LIABILITY.
Due to the nature of BlueBridgeos work, there is a possibility of data loss or downtime of
Bluebridge systems. Except in the case of BlueBridge's breach of any written warranty or
obligation in this Agreement, the Agency will not hold BlueBridge, its employees, or contractors
liable for any damages or downtime incurred as a result of work performed in furtherance of the
BlueBridge program. In any case, no claim for damages against BlueBridge under this section
may exceed 10% of the actual value of funds, locally raised by the Agency, for the BlueBridge
program.
11. SECT]RITY
While all necessary security precautions shall be taken to the best of its ability, BlueBridge does
not guarantee the future security of its software or work product. Agency will not hold
BlueBridge, its employees, or contractors liable for damages or loss incurred as a result of
vulnerabilities or security flaws not reasonably foreseen at the time Agency acquires the
BlueBridge software and materials for use.
12. CONFIDENTIALITY.
Agency understands and agrees that it will not, at any time, nor in any manner, either directly or
indirectly, use or disclose any of BlueBridge's confidential inforination other than as necessary to
exercise Agency's rights to perform its obligation under this Agreement. Agency will reasonably
protect all BlueBridge confidential information and treat it as strictly confidential. This
provision will remain in effect after termination of this Agreement. "Confidential Information"
means information in any form or medium that BlueBridge considers confidential or proprietary
including relating to BlueBridge's technology, trade secrets, business operations, plans,
strategies, fundraising, customers, and information with respect to which BlueBridge has
contractual or other confidentiality obligations, in each case whether or not designated or
identified as "confidential." In the event that Agency receives a request under the Washington
State Public Records Act to release confidential information pertaining to BlueBridge, Agency
will immediately alert BlueBridge, so that BlueBridge may take appropriate action to block the
release of such information, if necessary.
13.INDEMNITY.
BlueBridge will defend, indemniff, and hold harmless Agency from and against any and all
losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties,
fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of
enforcing any right to this indemnification ("Losses") incurred by the Agency resulting from any
claim, action, cause of action, demand, lawsuit, arbitration, inquiry audit, notice of violation,
proceeding, litigation, citation, summons, subpoena, or investigation of any nafure, civil,
criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise ("Claim") by
a third party that arise out of or result from, or are alleged to arise out of or result from: (a)
BlueBridge's willful breach of any representation, warrant5r, covenant, or obligation of
BlueBridge including any action or failure to act by any of BlueBridge's personnel, that would
constitute such a breach by BlueBridge under this Agreement; (b) any gross negligence or more
culpable act or omission in connection with the performance of activity required by or conducted
in connection with this Agreement by BlueBridge or any BlueBridge personnel in connection
with performing Services under this Agreement.
Agency will defend, indemniff, and hold harmless BlueBridge from and against any and all
Losses incurred resulting from any Claim by a third party that arise out of or result from, or are
alleged to arise out of or result from: (a) Agency's breach of any representation, warranty,
covenant, or obligation ofAgency including any action or failure to act by any Agency
personnel, that would constitute such a breach by Agency under this Agreement; or (b) any gross
negligence or more culpable act or omission (including recklessness or willful misconduct) in
connection with the performance of activity required by or conducted in connection with this
Agreement by Agency or any Agency personnel in connection with performing Services under
this Agreement; or (c) any claim arising against BlueBridge in the furtherance of their duties
under this Agreement claiming that BlueBridge acted as a state actor, that BlueBridge's actions
under the Agreement constituted state action, or any claim against BlueBridge arising under 42
U.S.C. $ 1983 or $ 1985.
14. ACTS OF GOD.
Neither party will incur liability or be deemed to be in breach of this Agreement for failure or
delay in fulfilling any obligation under this Agreement, provided such failure or delay is caused
by, or reasonably related to events beyond the control ofthe affected party. In the event that a
pandemic, natural disaster, domestic disturbance, severe illness, or other act of God causes one
party to fail or delay perfofinance under this Agreement, the party affected will use reasonable
efforts to resume and complete performance under the terms of this Agteement. Either party will
provide the other party with prompt written notice of any delay or failure to perform caused by
events beyond the affected party's control.
15. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between BlueBridge and Agency. Modifications
and amendments to this Agreement, including any exhibit or appendix, shall be enforceable only
if they are in writing and are signed by authorized representatives of both parties.
16. SEVERABILITY.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the
remaining provisions will continue to be valid. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it would become valid
and enforceable, then such provision is deemed to be enforced as so limited.
17. GOVERNING LAW.
This Agreement is governed by, and interpreted in accordance with the laws of the State of
Washington, without regard to the choice-of-law principles thereof. Any dispute arising out of or
relating to this Agreement is to be prosecuted exclusively by a competent court of the state of
Washington, or by the district court for the area of BlueBridge's registered head offices.
18. SIGNATORIES.
Ro0od f,li uto on behalf ofThis Agreement shall be signed by
Agency, and by on behalf of BlueBridge.
BlueBridge Representative
Signature
Date
Agency Representative
Signature
O7- lK'az Date