HomeMy WebLinkAboutResolutions - 2022-33 - A Resolution of the City of East Wenatchee authorizing the Mayor to execute an agreement between BlueBridge Alliance and the City for fundraising, collecting donations and distribution of collected donations. - 7/19/2022City of East Wenatchee Resolution 2022-33
Retain Resolution until no longer needed for City-business, then transfer to Washington State
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City of East Wenatchee, Washington
Resolution No. 2022-33
A Resolution of the City of East Wenatchee, Washington authorizing the
Mayor to execute an Agreement between the BlueBridge Alliance, the City
of Wenatchee, and the City of East Wenatchee for facilitating fundraising,
collection of donations, and distribution of collected donations.
1.Alternate format.
1.1. Para leer este documento en un formato alternativo (español, Braille,
leer en voz alta, etc.), comuníquese con la secretaria de la Ciudad en
alternateformat@eastwenatcheewa.gov, al (509) 884-9515 o al 711
(TTY).
1.2. To read this document in an alternate format (Spanish, Braille, read
aloud, etc.), please contact the City Clerk at alternateformat@east-
wenatchee.com, at (509) 884-9515, or at 711 (TTY).
2.Authority.
2.1. RCW 35A.11.020 and RCW 35A.12.190 authorize the City Council to
organize and regulate its internal affairs and to define the powers,
functions and duties of its officers and employees.
THE CITY COUNCIL OF THE CITY OF EAST WENATCHEE DO RESOLVE
AS FOLLOWS:
3.Authorization. The City Council authorizes the Mayor to execute an
Agreement between the BlueBridge Alliance, the City of Wenatchee, and
the City of East Wenatchee for facilitating fundraising, collection of
donations, and distribution of collected donations that conforms to the
language set forth in Exhibit A.
4.Severability. If a court of competent jurisdiction declares any
provision in this resolution to be contrary to law, such declaration shall
not affect the validity of the other provisions of this Resolution.
This Partnership Operating Agreement (“Agreement”) is made between BlueBridge Alliance, a
nonprofit corporation, (“BlueBridge”) and East Wenatchee Washington Police Department, in
coordination with Wenatchee Washington Police Department, operating the BlueBridge Program
as "Wenatchee Valley WA" (“Agency”), is effective on the date signed by Agency.
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.
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 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.
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) used or created by BlueBridge to promote the
BlueBridge Program are the property of BlueBridge.
Exhibit A
City of East Wenatchee Resolution 2022-33
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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, without prior notice or consent from the
Agency.
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. Agency also agrees to safeguard and protect all BlueBridge
user and program data in accordance with Agency’s security protocols for sensitive employee
information.
The rights to mention the Agency's name, use the Agency's likeness and use the names and
likenesses of any Agency employees terminates upon termination of this Agreement.
4. TANGIBLE PROPERTY OWNERSHIP AND USE.
As part of the BlueBridge program, BlueBridge will furnish to Agency a laptop computer and
other necessary materials to Agency for Agency’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 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.
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
Exhibit A
City of East Wenatchee Resolution 2022-33
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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 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 Agency, minus the percentage BlueBridge reserves for operational costs
mentioned in this Agreement.
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 work with BlueBridge to transfer those funds via financial softwares used.
If any local donor specifies that donated funds may only be used for Agency, BlueBridge will
not commingle funds locally raised by Agency with the funding accounts of any other
participating agency.
7. 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.
8. TERMINATION.
If at any time 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.
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.
Exhibit A
City of East Wenatchee Resolution 2022-33
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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.
9. LIABILITY.
Due to the nature of BlueBridge’s work, there is a possibility of data loss or downtime. 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.
Donors shall have access to answers toFrequently Asked Questions (FAQs) at the time of their
donations which includes both the potential use of a portion of the donated funds for
administrative expenses, not to exceed 15%, and that in the event of termination of the
Agreement for cause by Blue Bridge, donated funds may be allocated by BlueBridge to other
agencies.
10. SECURITY.
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.
11. 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 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 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.”
12. INDEMNITY.
Exhibit A
City of East Wenatchee Resolution 2022-33
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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)
BlueBridge’s willful 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.
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 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.
13. 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
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.
14. 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
Exhibit A
City of East Wenatchee Resolution 2022-33
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if they are in writing and are signed by authorized representatives of both parties.
15. 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.
16. 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.
17. SIGNATORIES.
This Agreement shall be signed by _________________________________ on behalf of
Agency, and by ______________________________ on behalf of BlueBridge.
BlueBridge Representative
_______________________
Signature
_______________________ Date
Agency Representative
(East Wenatchee WA PD)
______________________
Signature
_____________________Date
Agency Representative
(Wenatchee WA PD)
______________________
Signature
_____________________Date
Exhibit A
City of East Wenatchee Resolution 2022-33
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