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HomeMy WebLinkAbout24-173 - Blue Bridge Alliance - Memorandum of Agreement24-173 Council Approval N/A This Cooperative Memorandum of Agreement ("Agreement") is made between BlueBridge Alliance, a nonprofit corporation, (`BlueBridge") and Tukwila Washington Police Department ("Agency"), and is effective on the date signed by the Agency. PURPOSE 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 of resources such as food, shelter, clothing, fuel, auto repairs, and transportation. 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. Recognizing that law 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 as a community supported local BlueBridge program. 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 local 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 unused Agency 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. RELATIONSHIP 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 concerning 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 of Agency's actions in any action arising under 42 U.S. Code § 1983 or § 1985. 3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. BlueBridge reserves the right to mention the Agency's name, use the Agency's likeness (including logos, colors, or other identifying 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 consent from any Agency 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. Any social media contacts, including "followers" or "friends" that are acquired through B1ueBridge's own social media accounts (including e-mail addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) managed directly by BlueBridge to promote the BlueBridge Program are the property of BlueBridge. 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 modify 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. TANGIBLE PROPERTY OWNERSHIP AND USE. As part of the BlueBridge program, BlueBridge will furnish to Agency a laptop computer or electronic tablet and other necessary materials to Agency for Agency's administration of their 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 return any item furnished by BlueBridge to Agency in a reasonable time, upon written request, and for any reason. Upon termination of this Agreement, 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. FUNDRAISING. 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 will assist Agency 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 B1ueBridge'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 OF FUNDS. 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, provided Agency 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 FUNDS 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 B1ueBridge'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, AND MARKETING. 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 related to their BlueBridge program. 9. TERMINATION. If BlueBridge determines that Agency 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 returned 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 certify 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 BlueBridge's 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. SECURITY. 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 B1ueBridge's confidential information 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 B1ueBridge'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, indemnify, 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 nature, 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) B1ueBridge's breach of any representation, warranty, 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; (c) any claim of copyright infringement or similar claim. Agency will defend, indemnify, 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 of Agency 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 B1ueBridge in the furtherance of their duties under this Agreement claiming that B1ueBridge acted as a state actor, that B1ueBridge's actions under the Agreement constituted state action, or any claim against B1ueBridge arising under 42 U.S.C. § 1983 or § 1985. 14. INSURANCE Both parties shall maintain, for the duration of this agreement, sufficient insurance to cover any circumstances listed in the indemnity and liability sections of this agreement. Both parties are required to notify the other within 10 business days of any noncompliance of adequate insurance coverage. 15. 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 of the 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 performance under this Agreement, the party affected will use reasonable efforts to resume and complete performance under the terms of this Agreement. 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. 16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between B1ueBridge 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. 17. 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. 18. 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, King County or the federal district court responsible for hearing matters in King County, Washington. 19. SIGNATORIES. This Agreement shall be signed by r✓�2�� PREVEF7 on behalf of Agency, and by Brian Spracklen on behalf of B1ueBridge. B1ueBridge AuPrized Repr p if, I've CEO Title 'signature 11/4/24 Date Tukwila PD Authorized ,,,_Repres ntative Signature Title Date