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HomeMy WebLinkAboutCAG2021-466 - Original - Gladiator Forensics, LLC - Wireless Network Forensics - 10/27/2021ApprovalOriginator:Department: Date Sent:Date Required: Mayor or Designee Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received: City Attorney: Comments: Date Routed: Mayor’s Office City Clerk’s OfficeAgreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Local Business? Yes No* Business License Verification: If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Yes In-Process Exempt (KCC 5.01.045) Notice required prior to disclosure? Yes No Contract Number: This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY Agreement Routing Form For Approvals, Signatures and Records Management (Optional) Basis for Selection of Contractor: * Memo to Mayor must be attached Termination Date: Authorized to Sign: CAG2021-466 POLICE DEPARTMENT Rafael Padilla, Police Chief Phone: 253-856-5800 Fax: 253-856-6802 220 Fourth Avenue South Kent, WA 98032 DATE: TO: Committee of the Whole FROM: Chief Rafael Padilla SUBJECT: Media Forensic Software Contract - Authorize MOTION: Authorize the Mayor to sign a contract with Gladiator Forensics, LLC to purchase software, equipment, licenses, and maintenance fees for a total cost of 9139,298 .52 for an initial five-year term, with options to extend the contract annually thereafter up to a maximum contract term of ten years. SUMMARYI For purposes of enhancing investigative efficiency and management of investigative resources, Gladiator Forensics, LLC offers a "One System Solution for Wireless Network Forensics" that will enable the Kent Police Department to collect and/or comprehensively analyze wireless data in direct support of criminal investigations and missing persons cases. Wireless data collected and/or analyzed is obtained pursuant to a search warrant, court order, and/or under the exigency exception to the warrant requirement. The Kent Police Department worked with the Law Department to negotiate the attached contract with Gladiator Forensics, LLC. The contract provides for an initial five-year term, but it also grants the City the ability to extend the contract annually thereafter up to a maximum contract term of ten years. Pricing under the contract is locked in for the first five years. After the initial five-year term, the parties negotiated a maximum cap on annual price increases-no more than 2olo annually over the amount charged for the prior year's fees. EXHIBITS: Hardware Purchase, Software License, and Maintenance Agreement with Gladiator Forensics, LLC, and its referenced exhibits BUDGET IMPACT: Contract costs will be paid from the Department's seized funds account. STRATEGTC PLAN GOAL(S): g Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation' g Thrivino Citv - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation' TltE tuE)<T GiENEFATI.OIU ll\l I,vIBELESSi FOREI\llEilCS 3/2s1202L Reference: Sole Source Letter To Whom lt May Concern This letter is to confirm that Gladiator Forensics' GAR/ESPA integrated technology is a sole source product, manufactured, sold and distributed exclusively by Gladiator Forensics, LLC. This product must be purchased directly from Gladiator Forensics, LLC by federal, state and local law enforcement agencies. Outside of Gladiator Forensics there are no agents or dealers authorized to represent this product. There is no other like item(s) or product(s) available for purchase that would serve the same purpose or function for the following reasons listed below' 1. The industry's only Crime lnvestigation Platform with an integrated cellular-network survey gear to accurately place suspects at a crime scene, refute false alibis, hunt and search for missing evidence or bodies, and dramatically reduce latency to respond to threats. 2. The solutions utilize a patented non-intrusive cellular system engineering method, to digitize the telecom cellular network footprint integrated with intelligent link analytics from court ordered call records and lntercept data, to achieve its objectives. Patent # (US 8,892,L20 B2l lf you desire additional information, don't hesitate to contact us at (321).368.1341at anytime or visit our website at Gladiator-Forensics.com Thank you for your interest in our products. Sincerely, Kam Chief Executive Officer Gladiator Forensics, LLC KENT WasHrN6toN HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT This Hardware Purchase, Software License, and Maintenance Agreement (Agreement) is between the CITY OF KENT (City), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and GLADIATOR FORENSICS, LLC (Vendor), organized under the laws of the State of Florida with its principal place of business at 100 Rialto Place Suite 605 Melbourne, FL 329OI, effective on the last date signed below. This Agreement is to obtain access to the following software provided by Vendor: (i) Enterprise Sensor Processing and Analytics (ESPA), (ii) Smart Track, and (iii) bentinel, all through software licenses and access provided by Vendor remotely utilizing hardware purchased by the City through Vendor, all of which will continue to be supported and maintained by Vendor under the terms of this Agreement. 1. Description of Work. Vendor shall provide the City with the hardware, software licenses, and maintenance services identified within Quote #KPD-2O201210-5yr, dated June 4, 202L, copies of which are attached and incorporated as Exhibit A, Once this Agreement is signed, the Vendor will order the hardware identified in Exhibit A for delivery to the City, following any particular delivery instructions provided by the City. Upon the hardware's receipt, the City will cause the hardware to be installed in a secure location utilizing a dedicated internet connection. Once the hardware is installed and online, Vendor will remotely access the hardware to install and configure the purchased software. Vendor will additionally schedule and provide training to those representatives identified by the City' Z. Risk of Loss. The risk of loss of the hardware identified in Exhibit A shall pass to the City upon the completion of both (a) delivery of that hardware to: (i) the City's designated location; or (ii) another location owned or controlled by the City and specified by the City for such delivery; and (b) the signature of the person authorized to receive the delivery. 3. Change Orders. No changes or revisions to the hardware, software/ or maintenance services provided for in Exhibit A, and no additional payment therefore, will be made except pursuant to the terms of this Agreement. The City may request additional hardware, software, or maintenance services pursuant to this Agreement by submitting a change order for Vendor's acceptance, Each change order will consist of a brief outline of the new hardware, software, or maintenance services, the agreed upon cost(s) therefore, and other specifics unique to the request' Upon acceptance of the change order by Vendor and the mutual written agreement of the parties with respect to proceeding with the requested change order, such change order shall form an addendum to this Agreement and shall be subject to its terms and conditions' 4. City Property. Unless otherwise specified, title to any hardware provided under this Agreement shall pass to the City upon its acceptance. Vendor shall at all times protect the City's property and data from injury or loss arising in connection with this Agreement' S. Grant of License to Access and Use Software. For the term of this Agreement including any renewal or extension, Vendor hereby grants to City, including to all its Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use Vendor's ESPA, Smart Track, and Sentinel programs (the "software") for the City's non- commercial government operations as further described in the attached and incorporated Exhibit A. City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the software as further described in Section 10'3' HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 1 3. Term. The initial term of this Agreement shall be five (5) years ending on June 30, 2026 (Initial Term) with the option for the City to renew annually thereafter for an additional 5 years (each, a Rene*al ierm) for a maximum contract term through June 30, 2031, This Agreement shall automatically renew unless City gives written notice of cancellation at least 30 days prior to the expiration of the Initial Term or any renewal term. Any reference in this Agreement to "days" shall mean "calendar days" unless a different meaning is expressly stated. 4. Subscription Fees/Taxes. 4.L Fees for Goods and Services. In consideration of the Vendor providing the City with the hardware, software licenses, and maintenance services as provided for in this Agreement, the City agrees to pay the Vendor the amounts provided for in Exhibit A' Upon signing of this Agreement, Vendor will order the hardware identified in Exhibit A for delivery to the City' Once that hirdware ships, Vendor will invoice the City for that hardware, payment of which will be due within 30 days of the City's receipt and acceptance of both the ordered hardware and an accurate invoice from Vendor, whichever event occurs later. Subscription fees shall be invoiced annually, at least 60 days prior to the commencement of a new subscription term, payment of which will be due within 3O'days of the City's receipt of an invoice for the same, Subscription fees shall remain locked at the prices provided for in Exhibit A for the Initial Term of this Agreement. For each annual Renewal Term, Vendoi's subscription fees shall increase by no more than 2olo over the subscription fee charged for the prior year's subscriPtion. 4.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 days of invoice receipt. City shall notify Vendor in writing of any disputed amount within 15 business days of receipt of the applicable invoice. Portions of invoices that are subject to a good faith billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings are subject to Section 17.2, DisPute Resolution' 4.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and invoices shall include all tax obligations stated separately from the contract amounts. City shall pay all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes, if imposed by local and/or state authorities on all software, and other taxable goods and services procured by the City under this Agreement' 4.4 Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 5. System Availability and Support Services. The City's license to access and use the software will be avaitable to the City throughout the term of this Agreement, along with maintenance and support services as described in the attached and incorporated Exhibit B. 6. Representation and Warranties. 6.1 Mutual Representations and Warranties. Each Party represents and warrants to the other party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and continue to maintain all licenses, permits, and certifications required for such Party in connection with the performance of this Ag.""ment; (b) the execution of this Agreement and performance of its obligations hereunder do not HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 2 and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both Parties, 6.2 Vendor Warranties and Representations. Vendor represents and warrants as follows: a, It will faithfully and satisfactorily perform in accordance with the provisions of this Agreement, In addition, all services or other work performed by Vendor will be performed in a profeslional and workmanlike manner, consistent with applicable industry standards, and the corresponding specifications set forth in the applicable statement of work and service level commitments. b, For all deliverables, including but not limited to, hardware, software, and third- party products provided by Vendor, Vendor shall be the primary point of contact and shall be responsible for coordinating the delivery of all products to the City and taking commercially reasonable action to cause the products to conform to and be delivered as provided by this Agreement. Without limiting the foregoing, if any of Vendor's subcontractors shall fail to deliver the pioducts as required, Vendor shall take commercially reasonable action as the City may request to enforce the terms of any subcontract agreement between Vendor and its subcontractor' c. All hardware and software, in whole and in part, shall operate: in accordance with applicable specifications and the requirements of this Agreement; in accordance with the description of the functions and capabilities as described in Vendor's documentation, provided that the hardware and software are properly used in accordance with Vendor's instructions; and shall operate and be maintained error free, or if errors occur, Vendor will timely correct, update, or modify the software to correct those errors; throughout the term of this Agreement, including any renewal or extension thereof. d. The deliverables provided under this Agreement are subject to all warranty provisions established under the Uniform Commercial Code, Title 624, Revised Code of Washington. e. It will promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or discovery of the defect' The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect, unless this Agreement provides otherwise. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. f. Vendor is the owner of the software licensed hereunder, or otherwise has the right to grant to the City, the licensed rights to access the software through this Agreement without violating any rights of any third-party worldwide. Vendor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims thal Vendor's software infringes or misappropriates any patents, copyrights, trade secrets or other intellectual property rights of any third-party; and Vendor's software does not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third-PartY. g, In performing the maintenance services under the Agreement, Vendor shall substantially and materially comply with the descriptions and representations as to those services, including performance capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function, and requirements, Additionally, vendor will : i Promptly and diligently perform and reperform services which are not in compliance with documentation/specifications, representations, and warranties at no additional cost to the City; HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 3 ll Maintain the hardware and software in accordance with the specifications and terms of this Agreement and meet all availability and system performance service levels as specified in this Agreement. In the event the services require failover activities, then Vendor shall be responsible for continuance of the services and the City shall not be subject to additional costs unless otherwise specified in this Agreement. Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the hardware and software. Not disable any City software, including Vendor's software, without notice to and agreement by the City. IV v Refund to the City fees previously paid for any unused term and for the time for which a deficiency existed that the Vendor was unable to remedy, if the City elects to terminate this Agreement due to that deficiency. h. Vendor's performance under this Agreement will comply with all applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor will, throughout the term of this Agreement, including any renewal or extension thereof, comply with changls to and new applicable federal, state, and local laws, regulations, codes, and ordinances to whicli it is subject, Vendor will comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in the performance of this Agreement. 7. Vendor Maintenance Services. 7.t During the term of this Agreement, Vendor will provide maintenance support and warranty services as provided for in Exhibit A, which include updates, upgrades, modifications, customized interfaces and enhancements to the software, and any subsequent versions thereof. Subject to the terms and conditions of this Agreement, Vendor shall provide software support via tele-phone, web, remote access and electronic mail, and site visits, when necessary' To enable Vendor to provide effective support, the City will establish remote access procedures. The maintenance services provided by Vendor shall include the following: a. provide users with verbal or electronic telephone responses to specific, discrete and descriptive inquiries on the use and operation of the hardware and software provided through this Agreement. Service shall be provided by telephone contact with Vendor's offices during the hours provided for in Exhibit B. b. If errors of functional operation are identified by the City and determined by the Vendor to exist in the software, corrections will be made and corrected versions of the software will be provided to the City through media acceptable to the City (web, remote access/ email, or on cD). c. If the City loses or destroys all copies of the supplied software being maintained under this Agreement, Vendor will provide replacements for that software, at Vendor's cost. such replacements will not include replacement of city data. d. If, after concerted attempts to resolve a problem by remote access, the parties are not able to do so, Vendor will provide onsite support services. e. After updates, upgrades, modifications, customized interfaces or HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 4 enhancements are made to the software, Vendor will make them available to the City, at no additional charge, within 30 days of their release to other licensees of the software, on media acceptable to the City (web, remote access, email, or on CD) so that the maintained software is current with the latest version being sold while maintaining for the City the same level of functionality that it had with respect to the software immediately prior to the installation of such upgrade, update, modification, customized interface or enhancement. All costs pertaining to the creltion and installation of such upgrades, updates, modifications, customized interfaces and enhancements shall be borne by the Vendor. If Vendor has any third-party product(s) embedded in its own product or system, and such third-party product has been upgraded or a new release has been issued, vendor certifies that its own product or system will be upgraded, within 18 months, to integrate with the upgrade or issuance of the new release of the third-party product' f . As needed to resolve problems or upon request from the City, Vendor will be provided remote access to the hardware and software, The preferred method for Vendor access to bity systems is through a VPN (virtual private network) or any other designated connection. To enjbte Vendor to provide effective support, the City will establish a dedicated 24 hour per day, 7 days per week, unassisted remote access to allow Vendor to access the software effectively. Vendor must'agree to abide by the conditions set forth in any City network usage policy and apply due diligence in maintaining security on Vendor'own network, g. Vendor will comply with the service level and response procedures provided for in Exhibit B for responding to incident reports and targets for correcting software errors or otherwise responding to issues concerning the software. The escalation procedure will apply if Vendor does not meet the response time periods, as set out in Exhibit B. B. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own all right, tifle and interest, including all related intellectual property rights, in and to the software' fhis -Agieement, does not convey to City any rights of ownership in or to the Vendor's software or the intellectual property rights owned by Vendor and its Licensors, where applicable' 9. Non-Disclosure of Confidential Information. The Parties' obligations regarding non- disclosure of Confidential Information is contained in the attached and incorporated Exhibit C. All Confidential Information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of Confidential Information to the other party does not grant to it any express or implied right to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. 1O. City Obligations. 10.1 Hardware and Software Obligations, Except for the hardware and software identified in Exhibit A, the provision and maintenance of which is part of Vendor's required performance under 166-49reement, the City shall be responsible for obtaining and maintaining all other computer hardwire, software, and communications equipment needed to access and utilize the software. IO.2 Anti-Virus Obliqations. The City will use commercially reasonable efforts to safeguard against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses") that may reasonably affect the performance of Vendor's software, 10.3 Restricted Uses. The City will not: a. knowingly upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the software, HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 5 b, modify, disassemble, decompile or reverse engineer the software or pre-release hardware devices or software disclosed, c copy, reproduce, resell or commercially exploit the software, d. reverse engineer, decompile or disassemble any software code and/or pre- release hardware devices disclosed. 11. IndemnificationObligations. 11.1 City Indemnification Obligations. Subject to Section 11.3 below, City shall defend, indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors and empioyees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys'fees and costs) arising out of or in connection with: (i) a third-party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a third-party; (ii) a third-party claim alleging a breach of any of City's representations and warranties; or (iii) a third-party claim alleging City's use of Confidential Information or intellectual property rights of Vendor or its Licensors is in violation of this Agreement; (iv) third-party claim of injury or death to person or damage to property arising from City's negligence' IL.z. Vendor Indemnification Obligations. Subject to Section 11.3 below, Vendor shall defend, indemnify, and hold City and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys'fees and costs) arising out of or in connection with: (i) a third-party itaim atteging that the hardware or software provided, maintained, and supported by Vendor infringes or misapprop-riates the rights of, or has caused harm to, a third-party; (ii) a third-party claim alleging a breach'of any Vendor representations and warranties in this Agreement; (iii) a third-party claim alleging Vendor's use of City Data is in violation of thisAgreement; or (iv) a third-party claim alleging a Oieain of Vendor's confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third-party, (v) third-party claim of injury or death to person or damage to property arising from Vendor's negligence. 11.3 As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling such claim' c. the indemnifying party shall be allowed to control the defense and settlement of such claim; d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 6 f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 12. Limitation of LiabilitY Lz,L. EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PARTY'S STATED INSURANCE LIABILITY CAP. T2.2. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. L2.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 13. Insurance. Vendor shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit Dl "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit D. L4. Termination of Agreement. L4.I Termination for Convenience. Either party may terminate this Agreement without cause. In the event of such desire, the City may terminate upon giving the Vendor 90 days advance written notice of termination, and the Vendor upon giving the City 180 days advance written notice of termination, 14.2 Termination by Citv for Cause. In addition to any other rights granted to City in this Agreement or under law, City has the right to terminate this Agreement upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under any incorporated attachment, addendum and/or exhibit to this Agreement) by Vendor of any of its subcontractors or licensors of services if such material breach is not remedied within 30 days following receipt of written notice from City; or b. a third-party's claim that Vendor's hardware, software, or any other services and products provided to the City by Vendor or its subcontractors or Licensors or other third-parties and ihe intellectual property rights associated therewith, infringes upon such third-party's intellectual property rights. c. City Council fails to appropriate funds for payment of Vendor's products or services under this Agreement. d. Vendor files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within 60 days of the filing thereof.' 14.3 Termination Bv Vendor for Cause. In addition to any other rights granted to Vendor in this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate this Agreement due to: HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 7 a any undisputed amounts City owes that are delinquent greater than 90 days; or b. a material breach of the terms of this Agreement, other than a payment obligation, by City or its users if such breach is not remedied within 30 days following receipt of written notice of such breach from Vendor to City; or c, a third-party's claim that City's Data, and/or intellectual property infringes upon such third-party's rights. L4.5 Effect of Termination. a. If City terminates for cause or Vendor terminates without cause, City will only be obligated to pay the amounts then due for services provided meeting Vendor's contractual commitments as caiculated up to the date of termination and, if applicable, City will be reimbursed a prorated amount of unused, prepaid fees. b. If Vendor terminates for cause that City does not dispute or if City terminates without cause and a balance is still due on City's account, then City agrees that Vendor may bill City for such unpaid fees due up to the date of termination' 15. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. All remedies shall be cumulative and may be exercised concurrently, or separately, which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity, City shall have the right to recover from Vendor all damages reasonably caused by default of any representation or wairanty, This paragraph shall not limit City's right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement' 16. Non-Discrimination. In the hiring of employees for the performance of this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Vendor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the City of Kent Equal imployment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2' and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit E. 17. General Provisions t7.I Governinq Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules, Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action- or proceeding arising out of or in connection with the Agreement other than in the aforementioned cou rts. 17.2. Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes, controversies and ilaims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolvlng that Dispute shall only be by filing suit as provided for under Section 17.1, unless the parties agree in writing to an alternative dispute resolution process' HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 8 17.3 Severabilitv. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision' L7.4. Nonwaiver, Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of the its right to subsequently enforce such provision or any other provision of the Agreement' L7.S No Assignment. Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of subltantially all of its assets so long as said assignee accepts all of the respective Agreements rights and obligations of its predecessor as provided in this Agreement without limitation. Except as expresslf stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whote or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 17.6 Notices. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary' Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing' Either party may change its address by giving written notice of such change to the other party. L7.7 Legal Fees, In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringi-ng such ilaim oi lawsuit, including all appeals, in addition to any other recovery or award provide? by law; provided, however, nothing in this paragraph shall be construed to limit either party's right to indemnification under section 11 of this Agreement. L7.8. Force Majeure. Neither party shall be liable to the other for breach due to delay or failure in performarrce rlsulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevenied or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perfoim as required and their performance will not be prevented, hindered, or delayed by the current bOVf O-f g pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions oi personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic' If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to i force majeure event. performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 9 If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project-site arising from a direction by the City under this clause will be dealt with as a change order,'"*.ept to the lxtent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. 17.g Independent Contractor. City and Vendor intend that an independent Contractor relationshipbecreFedw.'tntnisAgreement.Vendorshallnotbeconsideredanagentoremployee of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City provides for its employees. Nor shall t-his ngreement be evidence of a joint venture between Vendor and City, L7.tO problem Notification, Each party will promptly notify the other in writing of any events or circumstances tf'at *ill affect the performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify City in writing of alj material defects in the hardware or software, whether discovered by other parties or by Vendorl within five (5) business days of their discovery and fix or replace the affected hardware or software within a commercially reasonable time, A defect is considered material if it has the potential to delay or inhibit the primary functionality of the software or if said defect has the potential to corrupt CitY data. L7.LL Entire Agreement/Modification. This Agreement, together with all exhibits comprise the entire agreement Oetween the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties hereto. 17.tZ public Records Act. The Vendor acknowledges that the City is a public agency subject to the public Recoras Rct codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by thi city of Kent. As such, the Vendor agrees to cooperate fully with the bity in satisfying the City's duties and obligations under the Public Records Act' 17.L3 Citv Business License Required, Prior to commencing performance under this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent CitY Code. // // // // // // HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 10 t7.I4 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparis, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. HARDWARE PURCHASE, SOFTWARE LICENSE, AND MAINTENANCE AGREEMENT Page 11 VENDOR: Gladiator Forensics, LLC By Print Name I fq DATE: CITY City of Kent Byr Print Name:Dana lnh Its Mavor DATE: NOTICES TO BE SENTTO Mike Werner Gladiator Forensics, LLC 100 Rialto Place Suite 605 Melbourne, FL 3290L (321) 368-1341 (telePhone) NOTICES TO BE SENTTO: Ty Sagiao City of Kent Police DePartment 220 Fourth Avenue South Kent, WA 98032 (253) 856-5866 (telePhone) (253) 856-6802 (facsimile) APPROVED AS TO FORM Kent Law Department ATTESTI Kent City Clerk Kamran Kashi CEO 10/18/2021 10/27/2021 EXHIBIT A SCOPE OF WORK QUOTE #KPD _20201 21 o-sYR eGlrdhtor Fsrnght, tLC 100 Rblto Plsoe Stc 605 MCborirns, FL 3e901 (eoel4E$4753 Seles@gledlator-loreruslcs.cfril rruvr 4iladelor-foren$cg.oort Quote ADOFESS {eol Pdhs OspErlm€({ 220 Foulft Aurenuc Soulh, Ksnt, w498032 KffL Wsshlngfion 98032 USA ELtrBItrTOtr FtrItrEH5Itrs OUOTE T KPD-20€01 2l o'5Yr DATE 08/0112021 EXPIRATION OATE O8/O'[8021 ITEH OESCRlPTlOl.l ffi8"E$P CALAnd!fltf Cant r OSS . ESFA CAt (Clle.fll Atr€cE Llcenss] = llcsnss lor ESPA analytict I concunefi u$cr erd 1 namsd ueer OOS - ESF CfL AndyBls C{.tttt AllG PF4 CISS . ESPA GAL AMC . Sr.ppod and update lloenca r€'neYsai G8 - Sfildnil I $T C t Pan ragl{tc ard GP$/E ndl Phga OSS - Ssodne{ S SI CAt (CHsnl Aoas€$ Llcsnso} - llenss lor Pen regHers aftl GPSi/Ema[ PlngE 1 cff(I.ffrfil user 086 - Sfidnol t sT cAL Prn rugl*ffi ud GPSlEmdl Phga AfrIC PF{ OSS . SeftUnsl A $T CAL AllC. Supporiend updele llomss rsnswsl ffis-lo Ergtsr Poftrl W !o 150 Phonc tunudly OSS-10 Eqrca$ Pottel . Anrurel Hcsnss lor IOEP ry lo ?50 Phones 068-10 Ergrtce Port l upto H0 Phonr* Annudry PFr OSS-IO Epreas Portel - Armrel Ecsnse lEr IOEF ry lo 250 Phonea SAEEFS Scnrur Sabsrs $flver {FTfdPl Srbcrt Senr* AHC PF,* Sebsrs S€rvsr AllC - $uporr and u@re llcm*e rsn€{,val SABERS $rnnr lst lF Ltofit AfrC FFI $ABERS $lngle $ennr AirE . Suppm and updeb tacnss runerml G88.rrrrrt (tFtol0CALl O$S S€lvel8 (PTil'P) Up iD !0 CALs and lnduds$ Mg SQL detebce sof$lgrs CaSarvtttAluE O$S $srwrs AtuE " Support srd updab bcense rsnerval sl{u E.OSS.ESPA "50 E.OSS.ESFA . Altc " 50 PP4 E.OSS' Sendnsd $T " 56 E"OSS. S€nth€l ST " Altc - 56 PP4 E. OSS " IOEP . 55 E.OSS . IOEP. 55 PP4 E"SAEERS. 154 E . SA8ER$ . Atdc' 154 PP4 E. SABERSSS. AHC . 120 PP4 E " OSS Servcr' r50 E. OSS Str\rtr - Alil0 - 150 4,8m.00 3,6m.00 2,8€0.00 14.400.00 14,400.00 11,520.00 OTY 3 ut{tT FFTCE i 6,{X10.00 SUB. TOTAL $ 18,000"00 3 4 4 1 2,500.00 1 10,000.00 7,5m.00 3,060.00 c,250.00 14,300.00 1,500.00 2,500.00 10,000.00 15,000.00 6,000-00 9,000.00 14.t00.00 6,000.00 2 2 4 .t EXHIBIT A - SCOPE OF WORK AND QUOTE (to Hardware Purchase, Software License, and Maintenance Agreement) ITEITDESSNFAQH CbooABA Clsoo ASA 5616-X rrlh Fhlpo{rct CbooASA-AlE -leE Pi Cbco ASA 5618.X wlh FfPowrr Rfinbheildonddyrft Remob lnsElhdon ddly rfie 8tilJ qIY E4arcoASA^l?3 1 CbcoASA- AltG.r23 P{ F lnciCledon DF '92 I 1,650-00 1,850.00 I 1,0m-00 1,000.m $126,5A0.00 ul{lT F,filoEt 2,750.00 8U& M?ALO 2,750.00 TOTAL ADccplsd Ey Ama$sd Datc EXHIBIT A - SCOPE OF WORK AND QUOTE (to Hardware Purchase, Software License, and Maintenance Agreement) EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES A. SUPPORT SERVICES 1. Support services entitles the City to the following: 1,1 Telephone or electronic support, from B a.m. - B p.m,, eastern time, Monday through Friday, to help the City locate and correct problems with the hardware and software provided through this Agreement. I.2 Bug fixes and code corrections to correct software malfunctions to bring the software into substantial conformity with the operating specifications. 1.3 All extensions, enhancements and other changes that Vendor makes or adds to the software and which the Vendor offers, without charge, to other software licensees. t.4 Training services to educate authorized City staff on how to operate and maintain the hardware and software. 2. Problem Reporting Procedure Z.I The City may report errors or problems to the Vendor in the following manner By phone, currently at 2O2-465-4758, plus emergency cell phone as provided from time-to-time By email, currently at Support@gladiator-forensics.com By website software support, currently at Support/Help Link embedded within the software interface Z.Z The City will cooperator with Vendor to provide information concerning any suspected error or problem reported' 2.3 The escalation procedures in Section 4 will apply if Vendor does not meet the time periods provided for in Section 3. 3. ResPonse and Resolution Goals 3.1 Severity 1: The Production system/application is down, seriously impacted and there is no reasonable work around currently available. Once Vendor receives notice, the Vendor will respond within t hour, will begin continuous work to resolve the issue, and a customer support person must be available at any time to assist with problem determination. Once the issue is reproducible or once vendor has identified the Software defect, Vendor will provide reasonable efforts for workaround or solution within 48 hours' 3.2 Severity 2: The system or application is seriously affected, The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use. Once Vendor receives notice, the Vendor will EXHIBIT B - SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to Hardware Purchase, Software License, and Maintenance Agreement) respond within 4 hours, will begin continuous work to resolve the issue, and a customer support person must be available at any time to assist with problem determination. The Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 3 calendar days, once the issue is reproducible. 3.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. Once Vendor receives notice, the Vendor will respond within B hours, and a customer support person must be available at any time to assist with problem determination, if unknown. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 5 business days, once the issue is reproducible' 3.4 Severity 4l Non-critical issues The Company will seek during normal business hours to provide a solution in future releases of the software. 4. Problem Escalation 4.I The response time periods set out above shall be measured from the time the City logs the call via the options listed above, and shall end when the Vendor contacts the designated City representative. The targeted fix time set forth above shall be measured from the [ime the City logs the call via the options listed above, and shall end when the Vendor has successfully implemented the correction or patch. 4.2 If response and resolution times are not being met per the above criteria, the City may escalate the issue by contacting Greg Guillette' Name: Greg Guillette Phone: (202) 465-4758 Emai I : Greg. Gu i llette@g lad iator-forensics.com 4.3 If a reported problem is still not progressing as set forth above, the City shall escalate the problem by notifying Michael Werner' Name: Michael Werner Phone: (9L7) 685-0525 Email : Michael.Werner@gladiator-forensics'com 4.4 A joint meeting between Vendor's designated representative and the City's designated representative will ensue. This meeting will be used to discuss and resolve problems that have resulted in the objectives of the Agreement not being met. EXHIBIT B - SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to Hardware Purchase, Software License, and Maintenance Agreement) 1 EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Definition of Confidential Information and Exclusions. (a) "Confidential Information" means non-public information that a party to the Agreement ("Disclosing Party") designates as being confidential to the party that receives such information ("Receiving Party") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received irom others that Disclosing Party is obligated to treat as confidential. For purpose of the parties'Agreement, this confidential information also includes but is no limited to the following types of information, whether in writing or not: all documentation, other tangible or intangible discoveries, ideas, concepts, drawings, specifications, techniquel, data or any other information including any information the Disclosing party obtains from another party which the Disclosing Party treats as proprietary or designates as confidential information whether or not it is owned by the Disclosing Party, Except as otherwise indicated in this Agreement, the term "Disclosing Party" also includes all affiliates of the Disclosing Party and, except as otherwise indicated, the term "Receiving Party" also includes all affiliates of the Receiving Party. An "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are under common control with a party. Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Oisclosing Party's disclosure of such information to Receiving Party pursuant to the terms of lnis Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party. (b) 2. ObligationsReoardingConfidentiallnformation (a) Receiving PartY shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third-parties for two (2) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) below; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than prevailing standard of reasonable care in the Receiving Party's industry, to keep confidential the Confidential Information of the Disclosing Party; (iii)Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of EXHIBIT C - NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to Hardware Purchase, software License, and Maintenance Agreement) (iv) Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of the Agreement, except as expressly permitted by applicable law. (b) (c) (d) (e) (f) EXHIBIT C _ NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to Hardware Purchase, Software License, and Maintenance Agreement) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law, provided that Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, at the Disclosing Party's sole cost, effort, and expense. In the event the Disclosing Party elects to obtain a protective order or equivalent, or legally contest and avoid such disclosure, the Receiving Party shall fully cooperate with the Disclosing Party. The Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving party will have executed or shall execute appropriate written agreements with third- parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of the Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Upon discovery of an inadverLent or accidental disclosure, the Receiving Party shall promptly notify the Disclosing Party of such disclosure and shall take all reasonable steps to retrieve the disclosure and prevent further such disclosures. If the foregoing requirements are met, a Receiving Party shall not be liable for inadvertent disclosure. The restrictions herein shall not apply with respect to Confidential Information which: (i) Is or becomes known to the general public without breach of this Agreement; or (ii) Is or has been lawfully disclosed to a Receiving Party by a third-party without an obligation of confidentiality; (iii) Is independently developed by a Party without access to or use of the Confidential Information; or (iv) At the end of the period of confidentiality set forth in the Agreement' All tangible information, including drawings, specifications, and other information submitted hereunder, by the Receiving Party to the other shall remain the property of the Disclosing Party. The Receiving Party promptly shall return Confidential Information, including all originals, copies, reproductions and summaries of Confidential Informaiion and all other tangible materials and devices provided to the Receiving Party, and shall cease any further use thereof, upon the first to occur of the following events: (i) ( ii) ( iii) 4. EXHIBIT C - NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to Hardware Purchase, Software License, and Maintenance Agreement) written request of the Disclosing Party; termination of the parties'Agreement; or completion of the purpose for which the Confidential Information was disclosed, In lieu of the foregoing, the Receiving Party, upon mutual consent, may destroy all copies of the Confidential Information and certify to the Disclosing Party in writing that it has done so. 3 (g)The Receiving Party shall not export, directly or indirectly, anY Confidential Information or any products utilizing such data unless it first complies with any applicable laws and regulations pertaining thereto, including, but not limited to, U,S. export laws or traffic in arms regulations. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, iopyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. Except as expressly herein provided, no rights, licenses or relationships whatsoever are to be inferred or implied by the furnishing of Confidential Information specified above or pursuant to this Agreement. (b) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information, Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know- how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or Patents. EXHIBIT D INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1.Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2.Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3.E & O / Cyber Liability insurance. 4.Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: EXHIBIT D (Continued) 1.Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2.Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $3,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 3.E & O / Cyber Liability insurance shall be written with limitsno less than $1,000,000 per occurrence C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1.The Consultant’s insurance coverage shall be primary insurance asrespect the City. Any Insurance, self-insurance, or insurance poolcoverage maintained by the City shall be excess of the Consultant’sinsurance and shall not contribute with it. 2.The Consultant’s insurance shall be endorsed to state that coverage shallnot be cancelled by either party, except after thirty (30) days priorwritten notice by certified mail, return receipt requested, has been givento the City. 3.The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalfof the Consultant and a copy of the endorsement naming the City asadditional insured shall be attached to the Certificate of Insurance. TheCity reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to eachinsured against whom claim is made or suit is brought, except withrespects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. EXHIBIT D (Continued) E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. EXHIBIT E CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to' An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or paft of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1,2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sei, race, color, national origin, age, or the presence of all sensory, mental or physical disabilitY. 3, During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunitY emPloYer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: For: Title: Date: EXHIBIT E . NON-DISCRIMINATION POLICY & FORMS (to Hardware Purchase, Software License, and Maintenance Agreement) David Stewart Gladiator Forensics LLC Chief of Operations 18th Oct 2021 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: L.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative stePs: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity PolicY. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT E - NON-DISCRIMINATION POLICY & FORMS (to Hardware Purchase, Software License, and Maintenance Agreement) MINORIry AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 APPROVED BY Jim White, Mayor CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of - Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the- (date), between the firm I represent and the City of Kent I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. For: Title: Date EXHIBIT E - NON.DISCRIMINATION POLICY & FORMS (to Hardware Purchase, Software License, and Maintenance Agreement) By CERTIFICATE OF LIABILITY INSU RANCE DATE (MM/DD/YYYY) 06t1412021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. licy(ies)musthaveADDlTloNALlNsUREDprovisionsorbeendorsed lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Prime-One lnsurance 2332 N HighwayAlA lndialantic FL 32903 Paul Weber lM\t^ =",,. (321) 241-1111 FAX {A/C- Nol:(877) 563-3483 pweber@primel insurance.com INSURER(S) AFFORDING COVERAGE NAIC # tNsuRERA: Lloyd's of London INSUREO Gladiator Forensics, LLC 100 Rialto Pl, #605 Melbourne FL 32901 INSURER B : INSURER C INSURER D INSURER E INSURER F CERTIFICATE NUMBER:61401 755 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER PULICY EII FUL|Ut Ur .Mi,/D D/YYYYI LIMITS COMMERCIAL GENERAL LIABILITY CLAIIVS-MADE OCCUR 'i$:Ji"d::" POLICY ESJ 1 030627273 03t30t2021 03t30t2022 EACH OCCURRENCE c 1,000,000 UAMASE IUKENIEU PRFMISFS lFa ocdrrranc6)$ 250,000 MED EXP (Anv one oerson)$ 10,000 PERSONAL &ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 Employee Benefits $ 2,000,000 AUTOMOBILE LIABILITY ANYAUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON.OWNED AUTOS ONLY $ BODILY INJURY (Per person)$ BODILY INJURY (Per accident)$ $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N ANY PROPRIETOR/PARTNERYEXECUTIVE OFFICEFYMEI,IBER EXCLUDED? (Mandatory in NH) lf yes, describe under DFscRlPTloN OF OPERATIONS below N/A PEit STATI.JTE otH- FP E.L. EACHACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE. POLICY LIMIT $ A Technology/Cyber Professional Errors & Omissions ESJ 1 030627273 03t30t2021 03t30t2022 Each Occurrence Aggregate $1,000,000 $2,000,000 DESCRtPTIONOFOpERATIONS/LOCATIONS/VEH|CLES (ACORDl0l,AdditionalRemarksschedule,maybealtachedifmorespaqeisrequired) Technology Company CANCELLATION @ 1988-20'15 ACORD CORPORATION. All rights reserved. City of Kent (City), a Washington Municipal Corp 220 Fourth Avnue South Kent wA 98032 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE W|LL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Qr,At-t- ACORD 25 (2016/03)The AGORD name and logo are registered marks of ACORD ADDITIONAL GOVERAGES Ref #Description Errors & Omissions Coverage Gode ERROM Form No,Edition Date Limit I 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Hired and Non-Owned Coverage Code HARNO Form No.Edition Date Limit 1 2,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Gode Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Gode Form No.Edition Date Limit I Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Gode Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit I Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No,Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, lnc. Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved DECLARATIONS POLICY NUMBER:ESJ1030627273 UNIQUE MARKET REFERENCES:B087520C9N5051 B087520C9N5053 THE INSURED:GLADIATOR FORENSICS LLC ADDRESS:100 Rialto Place #605 Melbourne, FL 32901 US THE UNDERWRITERS:Underwritten by certain underwriters at Lloyd’s and other insurers THE INCEPTION DATE:00:01 Local Standard Time on 30 Mar 2021 THE EXPIRY DATE:00:01 Local Standard Time on 30 Mar 2022 TECHNOLOGY ACTIVITIES:Services (IT Consultant), Software (Custom / Bespoke Developer), Software (Installation / Maintenance), Software (Other), as more fully described in the application form dated 09 Mar 2021 and as held on file by CFC Underwriting Limited CHOICE OF LAW:Florida SERVICE OF SUIT:Mendes & Mount LLP 750 7th Avenue New York, NY 10019 LEGAL ACTION:Worldwide TERRITORIAL SCOPE:Worldwide US CLASSIFICATION:Surplus Lines SURPLUS LINES BROKER:Jeff Aumick License number A009843 Prudential Plaza, 180 N. Stetson Avenue Suite 4600 Chicago IL 60601 RETROACTIVE DATE:30 Mar 2011 REPUTATIONAL HARM PERIOD:12 months INDEMNITY PERIOD:12 months, in respect of INSURING CLAUSE 2 (SECTION G only); and 12 months, in respect of INSURING CLAUSE 5 TIME FRANCHISE:8 hours OPTIONAL EXTENDED REPORTING PERIOD:12 months for USD10,500.00 (only payable if you choose to exercise this option) APPROVED CLAIMS PANEL PROVIDERS:Wilson Elser Context Security Kivu Consulting Crowdstrike DOSArrest Mullen Coughlin Clyde & Co CLAIMS MANAGER:CFC Underwriting Limited newclaims@cfcunderwriting.com Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved CYBER INCIDENT RESPONSE LINE:In the event of an actual or suspected cyber incident please call our Cyber Incident Response Team on the toll free 24-hour hotline number: 1 844- 677-4155 WORDING:TECH US v3.1 ENDORSEMENTS:ADDITIONAL INSUREDS EXTENSION CLAUSE U.S. TERRORISM RISK INSURANCE ACT OF 2002 AS AMENDED NOT PURCHASED CLAUSE ISO DIFFERENCE IN CONDITIONS CLAUSE CORONAVIRUS PROPERTY AND BUSINESS INTERRUPTION EXCLUSION CLAUSE COMMUNICABLE DISEASES EXCLUSION AND PROPERTY AND BUSINESS INTERRUPTION AMENDATORY CLAUSE Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved LIMITS OF LIABILITY AND DEDUCTIBLES INSURING CLAUSE 1: PROFESSIONAL LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability:USD1,000,000 including costs and expenses SECTION A: ERRORS AND OMISSIONS Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION B: BREACH OF CONTRACT Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION C: SUB-CONTRACTOR VICARIOUS LIABILITY Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION D: CONTINGENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION E: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND DEFAMATION Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION F: NETWORK SECURITY AND PRIVACY LIABILITY Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION G: REGULATORY COSTS AND FINES Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION H: DISHONESTY OF EMPLOYEES Limit of liability:USD1,000,000 each and every claim, including costs and expenses Deductible:USD20,000 each and every claim, including costs and expenses SECTION I: PAYMENT OF WITHHELD FEES Limit of liability:USD1,000,000 each and every claim Deductible:USD20,000 each and every claim Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved INSURING CLAUSE 2: CYBER EVENT COSTS ALL SECTIONS COMBINED Aggregate limit of liability:USD1,000,000 SECTION A: INCIDENT RESPONSE COSTS Limit of liability:USD1,000,000 each and every claim Deductible:USD0 each and every claim SECTION B: LEGAL, FORENSIC AND BREACH MANAGEMENT COSTS Limit of liability:USD1,000,000 each and every claim Deductible:USD20,000 each and every claim SECTION C: CYBER CRIME NO COVER GIVEN SECTION D: THEFT OF PERSONAL FUNDS NO COVER GIVEN SECTION E: EXTORTION Limit of liability:USD1,000,000 each and every claim Deductible:USD20,000 each and every claim SECTION F: SYSTEM DAMAGE AND RECTIFICATION COSTS Limit of liability:USD1,000,000 each and every claim Deductible:USD20,000 each and every claim SECTION G: SYSTEM BUSINESS INTERRUPTION AND REPUTATIONAL HARM Limit of liability:USD1,000,000 each and every claim Deductible:USD20,000 each and every claim SECTION H: LOSS ASSESSMENT COSTS Limit of liability:USD25,000 each and every claim Deductible:USD0 each and every claim INSURING CLAUSE 3: COMMERCIAL GENERAL LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability:USD2,000,000 including costs and expenses SECTION A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY Limit of liability:USD2,000,000 each and every claim, including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses SECTION B: PERSONAL AND ADVERTISING INJURY Limit of liability:USD2,000,000 each and every claim, including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved SECTION C: PRODUCTS AND COMPLETED OPERATIONS LIABILITY Limit of liability:USD2,000,000 each and every claim, including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses SECTION D: POLLUTION LIABILITY Limit of liability:USD2,000,000 each and every claim, including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses SECTION E: TENANTS’ LEGAL LIABILITY Aggregate limit of liability:USD250,000 including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses SECTION F: MEDICAL EXPENSES Limit of liability:USD10,000 each and every claim Deductible:USD0 each and every claim SECTION G: EMPLOYEE BENEFITS LIABILITY Limit of liability:USD2,000,000 each and every claim, including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses SECTION H: NON-OWNED AND HIRED AUTOMOBILE LIABILITY Limit of liability:USD2,000,000 each and every claim, including costs and expenses Deductible:USD1,000 each and every claim, including costs and expenses SECTION I: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES Limit of liability:USD50,000 each and every claim, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses INSURING CLAUSE 4: COMMERCIAL PROPERTY SECTION A: PROPERTY DAMAGE Aggregate amount insured:USD25,000 Sub-limited as shown on a separate Declarations page overleaf Deductible:USD1,000 each and every claim SECTION B: CONTENTS DAMAGE Aggregate amount insured:USD275,000 Sub-limited as shown on a separate Declarations page overleaf Deductible:USD1,000 each and every claim SECTION C: ADDITIONAL CONTENTS Aggregate amount insured:USD100,000 Deductible:USD1,000 each and every claim SECTION D: ADDITIONAL EXPENSES Aggregate amount insured:USD100,000 Deductible:USD1,000 each and every claim Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved SECTION E: NEWLY ACQUIRED OR CONSTRUCTED PROPERTY Aggregate amount insured:USD1,000,000 Deductible:USD1,000 each and every claim SECTION F: ORDINANCE OR LAW Aggregate amount insured:USD100,000 Deductible:USD1,000 each and every claim INSURING CLAUSE 5: BUSINESS INTERRUPTION SECTION A: ACTUAL LOSS SUSTAINED Aggregate limit of liability:USD90,000 Sub-limited as stated on a separate Declarations page overleaf Deductible:USD1,000 each and every claim SECTION B: PREVENTION OR RESTRICTION OF ACCESS TO PREMISES NO COVER GIVEN SECTION C: RENTAL INCOME Aggregate limit of liability:USD90,000 Deductible:USD1,000 each and every claim SECTION D: EXTRA EXPENSE Aggregate limit of liability:USD25,000 Deductible:USD1,000 each and every claim SECTION E: NEWLY ACQUIRED OR CONSTRUCTED PROPERTY Aggregate limit of liability:USD25,000 Deductible:USD1,000 each and every claim SECTION F: PROFESSIONAL FEES Aggregate limit of liability:USD25,000 Deductible:USD1,000 each and every claim INSURING CLAUSE 6: LOSS MITIGATION Limit of liability:USD1,000,000 each and every claim Deductible:USD20,000 each and every claim INSURING CLAUSE 7: REPUTATION AND BRAND PROTECTION Aggregate limit of liability: USD100,000 Deductible:USD0 each and every claim INSURING CLAUSE 8: COURT ATTENDANCE COSTS Aggregate limit of liability:USD100,000 sub-limited to USD2,000 per day Deductible:USD0 each and every claim