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HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Sil@I"IfFS Office REQUEST SUBMITTED BY: g LamenS CONTACT PERSON ATTENDING ROUNDTABLE: B Lafll@IlS CONFIDENTIAL INFORMATION: ❑YES ® NO DArE:10/16/24 PHONE: 2O'I H ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related El County Code ❑Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County []Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies []Thank You's ❑Tax Title Property ❑WSLCB t'iaii�i��i//�/ii/��a/�/i�/��i/i����ii���i�/i�"'�/�/i��ii�.:��sc�•/�y��//ii��i�%���� Cooperative Memorandum of Agreement with BlueBridge Alliance to enable law enforcement officers to assist vulnerable members of the community. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 0 N/A If necessary, was this document reviewed by legal? 7 YES ❑ NO ❑ N/A DATE OF ACTION: t 0 • Z.Z- ?___L1 APPROVE: �NIED ABSTAIN D 1: �S y D2: D3: T t '{• f 'ri. � '`�4 �' •' 't�.. � �� r', v�4' '� jai ki r'�i5��-.� � vz�'�_Sti '�'� f � .3 �, ._e:. 1�.,R:�i.. _ tx tiM��%i17•i"w3c11�Cti"i6W= Sr..+i.; A� ri�.'.ea,.:�:�: tf�tE 15���i+r�Yt�'.oA.+L -u -: '.��va�n `i�ebc ' vr.o:3 4/23/24 DEFERRED OR CONTINUED TO- WITHDRAWN - R F V E D OCT 16 2024 z GRANT COUNTY K24-252 This Cooperative Memorandum of Agreement ("Agreement") is made between BltieBridge Alliance, a 501(c)(3) nonprofit corporation, ("BlueBridge") and Grant County WA Sher iffos Qf ee ("Agency"'), and is effective on the date signed by the Agency. A. -BlueBridgeAlliance's goal of enabling law enforcement officers to provide 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. Recoanizinor that law enforcement officers often engage with individuals within the Z-11) Z.1) Z:) 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 proo-rarn. Z=) A. Blue.Bridge will. provide the following services ("Services") to Agency: i. BlueBridge will. provide Agency with required technology (both hardware and software), to implement a Blue.Bri.dge -program. BlueBridge will. provide and make read -lily available to Agency copies of guidelines, standards, training materials and procedural manuals. BlueBridge will provide Agency with initial training as well as Z7) reasonable ongoing support for the successful implementation of the local BlueBridge program. BlueBridge will make reasonable efforts to keep Agency apprised of changes to BlueBridge software or policies and procedures, and provide Agency training, as appropriate. iv. Given that .BlueBridge is a 501(c)(3) nonprofit facilitating Zn 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. B. 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. C. -Unless otherwise provided for in this Agreement, this Agreement will remain. in Z:> effect until. terminated in writing with. 30-day notice by either party, and termination. does not need to be for cause. 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 pavroll issues concerning BlueBridge personnel.. This clause extends to any third pat -ties .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 Linder 42 U.S. Code § 1983 or § 1985. 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 Blue.Bridge. 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 socialmedia contacts., including I ing "followers" or "friends" that are acquired through BlueBridge's own social media accounts (including e-mail addresses, , blogsTwitter, blobs, Facebook,'YouTube, or other social media networks) managed directly by Blue.Bridge 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 tise or view BlueBridge software. To the extent authorized by law, C) Agency also agrees to safeguard and protect all BlueBridge user and program data in Z:� accordance with Agency's security protocols for sensitive employee information. As part of the BlueBridge program, BlueBridge will furnish to Agency a laptop computer or electronic tablet and other necessary materials to Agency fox: Agency's administration of their BlueBridge program.. BlueBridge retains full. ownership interests in any computer, accessory, or other tangible Item. ftirn.i shed 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. Blue -Bridge retains the right to repair or replace any damaged equipment, at Agency's sole expense. As the nonprofit 501(c)(3) responsible for prograrn 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 fall 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 1.0% of the gross amount of local, agency -specific fundraising donations to cover operational costs of running the BlueBridge program. Retention is calculated and collected as donations are received. The retention amount is subject to adjustment, but not to exceed 1.5% 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. 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 Zn 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 anotherparticipating 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 tn standing. If Agency elects to share Blue.Bridge 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.. 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 w-ith.BlueBridge's Standards and Guidelines, in. furtherance of the stated purposes of this Agreement. The Agency officer will retain receip ts pts 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 aparticipating Agency officer falls to submit a receipt or reporting form, Blu.eBridge 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 con-ipleted 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. 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. Blue.Bridge will provide reasonable guidance and recommendations for maximizing exposure, benefit, and fundraising from these local carnpaign.s. Agency agrees to mention ``The BlueBridge Program." by name in all local. promotional activities and materials related to their BlueBridge program.. Z_ .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 I procedures. Upon termination of this Agreement for any reason., Agency agrees to return. all. tangible and 11 intellectual property provided by BlueBrid-ge to Agency. Such. return must take place within. 30 Z:> days. In lieu of the return of intellectual property, Agency may certify in writing that all BlueBr1*.di �e intellectual property retained by Agency has been destroyed. Such certification must be signed by the Agency administrator of the BlueBridge program. 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. 13. SECURITY. While al.1 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 Z= 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. Agency understands and agrees that it wi.11 not, at any time, nor in. any manner, either directly or %_ W I indirectly, use or disclose any of BlueBridge's confidential information other than as necessary to exercise Agency's rights to perform its obligation under this Agreement. Agency will reasonably protect all Blue -Bridge 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. StatePublic Records Act to release confidential Information pertainI m4 to BlueBridge, Agency will immediately alert Blue.Bridge, so that BlueBridge may take appropriate action to block the release of such information, if necessary. A. BlueBridge will, defend, indemnify, and hold'harmless Agency from and against any and all losses, damages, deficiencies, cla.ims, actions, judgments, settlements,, interest, awards, penalties, fines, costs, or expenses of whatever kind, Includ.ing 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) Blue.Bridge'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 .B lueBridge or any BlueBri.dge ' personnel. in connection with performing Services under this Agreement; (c) any cla-im of copyright infringement or similar claim. B. 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 BlueBridge in the furtherance of their duties under this Agreement claiming that Bl.'UeBridge acted as a state actor, that BlueBridge's actions tinder the Aorreement constituted state action or any claim against BlueBridge arising under 42 U.S.C. § 1983 or § 1.985. C. As used in this Section, zn "Agency" includes the Agency, the Agency officers employees, agents, and representatives. If, and to the extent, BlueBridge employs or engages subcontractors or subconsultants then. Blue.Bridge shall ensure that each such subcontractor and subconsultant (and subsequent tiers Of subcontractors and subconsultants) shall. expressly agree to defend and indemnify the Agency to the extent and on the same terms and conditions as the BlueBridge pursuant to this Section 9. Both _parties sha-11 maintain, for the duration. of this Agreement, sufficient insurance to cover any circumstances listed in the indemnity and liability sections of this agreement. Parties are required to notify the other, in writing, of cancellation or termination. of sufficient insurance within 10 days. Neither party will incur liability or be deemed to be in breach of this Agreement for failtire or zn 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 fai.1 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. I A. Entire kueement. 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. B. Severabilit 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. C. Modification. No pro -visions of this Agreement may be amended, modified or an. additional obligation assumed by either Party except by written agreement signed by the Parties. D. Full Force and Effect. Any section or provision. of this Agreement which Is adjudicated invalid or illegal shall in no way affect or invalidate any other section or provision hereof and such other sections or provisions shall remain in full force and effect. This 0 .E. Governing Law. 1 1, his 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. F. E'o Third Party.Beneficiar . y It is the specific intent of the Parties, and all Parties agree, that this Agreement shall. not confer third party beneficiary status on any non-party. :� G. No Joint Venture. This Agreement does not create a partnership or joint venture, and in carrying out this Agreement, the Parties shall act in their individual capacities and not as agents, employees, or partners of one another. 19. SIGNATORIES. This Agreement shall be siorned by on Z15 behalf of Agency, and by Brian Spracklen on behalf of BlueBridge. BlueBridge AuTorized Represeni a I ive • Title 10/16/24 Date Grant County WA SO uthorized Repr tative pr ignatti.re C Title \ 0 - 1z ( "-- Z--( Date BlueBridge Alliance Memorandum of Agreement Date: ATTEST: APPROVED AS TO FORM: 0000, Rebekah a--.OfKaylor, WSBA 53257 Grant County Prosecutor's Office Chief Civil Deputy Prosecuting Attorney Date: BOARD OF COUNTY C ,MMISSIONERS ORANT COU WASHINGTON 7 Cind arter, Chair Danny St o e, Vice -Chair ember