BLUE COURAGE C-50-15-080-M-00.DOCX

BLUE COURAGE, LLC.
AFFILIATION TRAINING AGREEMENT
This Affiliation Agreement ("Agreement") sets forth the terms of a training development
agreement with Blue Courage, LLC., whose principal office is located at 123 South Evanslawn
Avenue, Aurora, Il 60506 with Maricopa County whose principal office is located at 301 West
Jefferson, Phoenix, AZ 85003 for developing the Blue Courage Training Program for Detention
and Corrections Officers. This Agreement shall commence upon approval of the Maricopa
County Board of Supervisors and is valid for five years, and may be renewed in increments of
five years.
1. Goals and Objectives
A. The primary goal and objective of the Agreement is to authorize Maricopa County
Sheriff’s Office (MCSO’s) collaboration and development of the Blue Courage
Training Program for Detention and Corrections Officers. The Blue Courage team
in collaboration with MCSO will work together to customize the current Blue Courage
two-day content for delivery to MCSO Detention Officers. This will include
customizing the language, examples, videos and slide images so that it is totally
relevant to the Corrections/Detention field. MCSO Detention Officers will serve as
subject matter experts regarding the field of Corrections/Detention, while the Blue
Courage Team will serve as experts in instruction design and the Blue Courage
philosophy, practices and tools. Upon completion, MCSO will have a delivery ready
product and trainers who can deliver the program.
B. Blue Courage, LLC. will retain ownership of the Blue Courage Training Program for
Detention and Corrections Officers.
C. MCSO will be granted unlimited and perpetual usage rights at no cost for the Blue
Courage Training Program for Detention and Corrections Officers. Usage Rights
shall survive this Agreement except for instance of default on the part of the
County.
 MCSO’s usage rights are limited to access and use of current electronic
versions of course outlines, participant manuals, videos, slide presentations,
handouts, and certificates of completion for digital and/or paper production in
order to deliver the course to MCSO personnel and basic academy recruits.
Usage rights also include access to, and the use of the program’s facilitator
manuals for course delivery. MCSO’s access and use of these materials will
renew with each extension of the Agreement.
 Furthermore, Blue Courage shall provide MCSO with periodic updates to the
resulting work product as they become commercially available.
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2. Responsibilities of Blue Courage, LLC.
A. Use proper administrative procedures acceptable to MCSO to advise and consult
on the design of content and curriculum; customize the participant materials and
slides to align with the customized curriculum; and Blue Courage will deliver to
MCSO the final customized source files (participant/trainer manuals and digital
media) for MCSO reproduction as needed and provide instruction coaching on the
new content as necessary.
B. Grant usage rights to the Blue Courage Training Program for Detention and
Corrections Officers as agreed upon by both parties.
C. Reimburse MCSO for breakage or damage (together "Damage") to MCSO
equipment or supplies, provided Blue Courage, LLC. agrees that such Damage was
caused by its employees.
D. Designate a person or persons to assist in the coordination and development of
training material, including planning with MCSO staff to research assigned
training topics that are appropriate for the program.
E. As part of the curriculum development and implementation, provide certification, of
designated MCSO training staff, as qualified Train the Trainers.
F. All work to be performed at MCSO designated locations. No travel is contemplated
as part of this Agreement.
3. Responsibilities of MCSO
A. Provide training knowledge & experiences, and make available related facilities at
MCSO for collaborators developing the Blue Courage Training Program for
Detention and Corrections Officers.
B. MCSO staff assigned to the program development will research, and document
assigned training topics/tasks appropriate to the program matter.
C. Designate a person or persons or MCSO unit to collaborate and perform specific
training research tasks as coordinated with Blue Courage, LLC.
D. Keep Blue Courage, LLC. informed of changes in policy that affect MCSO personnel
assigned to the program development.
E. MCSO will incur associated costs of employee payroll, nominal travel and per diem
costs, and limited resources including general office supplies consumed by its
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personnel during research tasks.
4. Mutual Responsibilities of MCSO and Blue Courage, LLC.
A. The personnel of MCSO and Blue Courage, LLC. will confer at such times as
may be mutually agreed upon to develop the training program.
B. The personnel of MCSO and Blue Courage assigned to the program shall cooperate
in developing best practices training for detention and corrections employees.
C. Program development activities may occur at various MCSO facilities, but shall not
occur within MCSO jail facilities.
D. Both parties will prohibit direct inmate contact at all times.
5. Term and Termination
A. The terms of this Agreement shall be effective from April 8, 2015, and remain in
effect for five years. Upon expiration, April 8, 2020, the Parties maintain the
option to renew this Agreement in five (5) year increments with mutual written
consent.
6. Miscellaneous
A. MCSO and Blue Courage, LLC. shall not discriminate against any individual on the
basis of age, race, religion, creed, sex, national origin, handicap, disability, sexual
orientation, or veteran status. To the extent applicable to this Agreement, both
parties agree to comply with all Arizona State and federal employment laws, rules,
regulations and executive orders.
B. This Agreement shall be construed and enforced in accordance with the laws of the
state of Arizona.
C. This Agreement shall be binding upon and shall inure to the benefit of both Parties
and their respective successors, heirs, assigns and legal representatives. Neither
this Agreement nor any rights hereunder may be assigned without the prior written
consent of the non-assigning Party.
D. Individuals executing this Agreement on behalf of the Parties represent and warrant
that they have been authorized to do so.
E. This Agreement contains the entire understanding of the Parties relating to the
subject matter of this Agreement. Any prior agreements, promises, negotiations or
representations between the Parties, either oral or written, relating to the subject
matter of this Agreement which are not expressly set forth herein are of no force or
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effect. Any modifications or amendments must be agreed to by both Parties in
writing and shall become effective on the date stated therein.
F. During the term of this Agreement, the Parties shall take such actions, including
revising this Agreement, as necessary or advisable to comply fully with all laws, rules
and regulations applicable to the performance of this Agreement.
G. This Agreement is not intended to constitute, create, give rise to, or otherwise
recognize a joint venture, agreement, or relationship, partnership, or formal business
organization of any kind, and the rights and obligations of the parties will be only
those expressly set forth herein. The parties agree that no persons employed by
Blue Courage are County employees and that no rights of County, Civil Service,
Retirement or Personnel rules accrue to such persons. Blue Courage will have total
responsibility for all salaries, wages, bonuses, retirement, withholdings, workmen’s
compensation, unemployment compensation, other benefits, and all taxes and
premiums appurtenant thereto concerning persons employed by Blue Courage.
H. Neither party may assign any rights hereunder without the express, written, prior
consent of the other party.
I. Nothing in this Agreement, whether express or implied, is intended to confer any
rights or remedies under or by reason of this Agreement on any persons other than
the parties to this Agreement and their respective successors and permitted assigns,
nor in anything in this Agreement intended to relieve or discharge any obligation or
liability of any person who is not a party to this Agreement, nor will any provisions
hereof give any persons not a party to this Agreement any right of subrogation or
action or against any part to this Agreement.
J. Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the
other Party (as "indemnitee") from and against any and all claims, losses, liability,
costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as "claims") arising out of the negligent performance of this Agreement,
but only to the extent that such claims which result in vicarious/derivative liability
to the indemnitee are caused by the act, omission, negligence, misconduct, or
other fault of the indemnitor, its officers, officials, agents, employees, or
volunteers.
K. Commercial General Liability. Commercial General Liability insurance and, if
necessary, Commercial Umbrella insurance with a limit of not less than
$1,000,000 for each occurrence, $2,000,000 Products/Completed Operations
Aggregate, and $2,000,000 General Aggregate Limit. The policy shall include
coverage for premises liability, bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual
coverage, and shall not contain any provisions which would serve to limit third
party action over claims. There shall be no endorsement or modifications of the
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CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
L. Automobile Liability. Commercial/Business Automobile Liability insurance and, if
necessary, Commercial Umbrella insurance with a combined single limit for bodily
injury and property damage of not less than $1,000,000 each occurrence with
respect to any of the Lessee’s owned, hired, and non-owned vehicles assigned to
or used in performance of the Lessee’s work or services or use or maintenance of
the Premises under this Lease.
M. Workers’ Compensation. Workers’ Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction of Lessee’s employees
engaged in the performance of the work or services under this Lease; and
Employer’s Liability insurance of not less than $1,000,000 for each accident,
$1,000,000 disease for each employee, and $1,000,000 disease policy limit.
N. This agreement is subject to the provisions of A.R.S. § 38-511.
(signature page follows)
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IN WITNESS WHEREOF, MCSO and Blue Courage, LLC. have executed this
Agreement.
MARICOPA COUNTY Blue Courage, LLC.
By: _______________________ By:__________________________
Chairman, Maricopa County
Board of Supervisors Name: _______________________
Title: _________________________
Attest:
__________________________ Maricopa County Sheriff’s Office
Clerk of the Board
By: __________________________
Maricopa County Sheriff
Approved As To Form:
__________________________
Deputy County Attorney,
Maricopa County Attorney’s Office
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