HomeMy WebLinkAboutCAG2023-597 - Original - City of Lakewood - Gladiator Forensics, LLC Wireless Network Forensics - 11/27/2023 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
Chris Mills Police
Date Sent: Date Required:
> 11/29/2023 ASAP
0
Q Mayor or Designee to Sign. Date of Council Approval:
Q Interlocal Agreement Uploaded to Website
Budget Account Number: Grant? Yes NO
N/A
Budget? Yes�✓ No Type: N/A
Vendor Nan Q y of Lakewood Category:
Gladia Interlocal
Vendor Number: Sub-Category:
2444074 Original
0
Project Name: Gladiator Forensics, LLC
3- Project Details: This is an interlocal agreement between City of Kent and the City of Lakewood for Wireless
0- Network Forensics Server Use via "Gladiator." More specifically, the City of Lakewood has asked
for separate remote access to the "Gladiator" servers hosted by the City of Kent.
40
C
(11.111 Basis for Selection of Contractor:
AgreementAmount N/A Interlocal Agreement
E *Memo to Mayor must be attached
Start Date: 1 1/27/2023 Termination Date: 6/30/2026
Im a Local Business? Yes F]No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace.
Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes ✓❑No CAG2023-597
Comments:
1A
C C
d
•� Iq
Date Received:City Attorney: 11/29/23,Date Routed:Mayor's Offic r12/1/23 City Clerk's Office 12/1/23
adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
INTERLOCAL AGREEMENT BETWEEN
THE CITY OF KENT AND THE CITY OF LAKEWOOD FOR
WIRELESS NETWORK FORENSICS SERVER USE
THIS AGREEMENT is entered into by and between the City of Kent ("Kent"), a
municipal corporation in the State of Washington, and the City of Lakewood ("Lakewood"), a
municipal corporation in the state of Washington, collectively the ("Parties").
WHEREAS,this Agreement is made under the authority of the Interlocal Cooperation Act,
Ch. 39.34 RCW; and
WHEREAS, Kent currently contracts with Gladiator Forensics, LLC ("Gladiator") for
wireless network forensics that enable the Kent Police Department to collect and/or
comprehensively analyze wireless data in direct support of criminal investigations and missing
persons cases; and
WHEREAS, Lakewood wishes to contract with Gladiator for similar services without
incurring the costs associated with installation of a dedicated server for use of the system; and
WHEREAS, Kent is willing to provide separate remote access to Lakewood for this
purpose; and
NOW, THEREFORE, in consideration of the terms and conditions set forth below, it is
mutually agreed by and between Kent and Lakewood as follows:
1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to provide for the
Lakewood Police Department to use Gladiator servers hosted by the Kent Police Department; to
establish guidelines for this use; and to set forth conditional fees to be paid by Lakewood for such
services.
2. SERVER ACCESS AND USE PROVIDED. The Kent Police Department shall provide
server access to Lakewood as provided in this Agreement.
2.1 Use of Gladiator Equipment. Kent shall allow Gladiator to provide Lakewood with
remote access to the Kent's Gladiator server for the exclusive purpose of wireless network
forensics. This web deployment is user and password controlled and will ensure that Kent and
Lakewood cases and data are kept separate with no crossover access by either party.
2.2 Licensing Requirement. Lakewood shall maintain a valid license to access and use
Gladiator services, including any software that Lakewood accesses through Kent's server. Any
licensing agreement shall specifically reference Lakewood's use of Kent's Gladiator server and
the consent of Gladiator to this use. Lakewood shall provide this licensing agreement to Kent
within 30 days of effective date of this agreement.
Gladiator Interlocal Agreement between
City of Kent and Lakewood
Page 1 of 4
2.3 Data Access. The Parties to this agreement shall at no time have access to any
searches, investigations, or other data obtained through the other party's use of the Gladiator
software. In relation to any disclosures required under the Washington Public Records Act, the
parties agree that neither party shall prepare, own, use, or retain any records or data related to the
other party's use.
3. FEES. In consideration of the services enumerated in this Agreement, the Parties agree to
the fees and charges below.
3.1 Server/Equipment Expansion Fee. Lakewood shall be responsible for paying the
costs of any server expansion or additional hardware reasonably necessary to accommodate
Lakewood's use of the server. A proportion of any costs may be assigned to Lakewood in the
event that use by Kent or other parties substantially contribute to the need for expansion or
additional hardware. The City of Kent shall inform Lakewood of any fees in writing 15 days prior
to any invoice for these fees. Lakewood may terminate this Agreement upon receipt on such
notice.
3.2 Service Costs. Lakewood shall be responsible for any maintenance fees reasonably
attributable to Lakewood's use of this system.
4. BILLING AND PAYMENT. Lakewood shall pay Kent the fees and costs described in this
Agreement upon receipt of an invoice. The invoice shall be sent to Lakewood at the address
provided for notices. Lakewood shall pay to Kent the amounts invoiced within 30 days of receipt
of such bill. The failure of Kent to invoice Lakewood for fees or costs shall not relieve Lakewood
of the responsibility for paying any fees or costs as required by this Agreement.
The Parties may agree in writing to an alternate method or timing for invoicing and payment.
5. EFFECTIVE DATE - TERMINATION. The initial term of this Agreement shall start on
November 27 ,2023, and shall remain in effect through June 30, 2026. This Agreement may be
automatically renewed by the Parties for successive terms by written Agreement of the parties.
Agreements for successive terms shall be agreed to by the Parties by May 1 of the year in which
the then current term ends.
5.1. Early Termination without Breach. Should either party desire to terminate this
Agreement absent a breach, a notice of termination shall be provided in writing to the other party
no less than 30 days prior to the effective date of the termination. Kent shall not be liable for any
costs associated with this termination, including loss of Gladiator software use or license fees due
to loss of server access.
6. INDEMNIFICATION.
6.1. Lakewood shall indemnify and hold harmless Kent and its officers, agents, and
employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses,
and damages of any nature whatsoever, by any reason of or arising out of any act or omission of
Gladiator Interlocal Agreement between
City of Kent and Lakewood
Page 2 of 4
Lakewood, its officers, agents, and employees, or any of them relating to or arising out of the
performance of this contract. In the event that any suit based upon such a claim, action, loss, or
damage is brought against the Kent, Lakewood shall defend the same at its sole cost and expense,
including the payment of applicable attorney's fees; provided that Kent retains the right to
participate in said suit; and if final judgment be rendered against Kent,and its officers,agents,and
employees, or any of them, or jointly against Kent and Lakewood and their respective officers,
agents, and employees, or any of them, the Parties shall apportion any damages between them
according to the proportionate amount of fault as set forth in the judgment.
6.2. The provisions of this Section shall survive termination of this Agreement.
7. INSURANCE. Lakewood shall procure and maintain for the duration of the Agreement,
insurance of the types and in amounts described in Exhibit A attached and incorporated by
reference.
8. MISCELLANEOUS.
8.1 Financing. There shall be no financing of any joint or cooperative undertaking
pursuant to this Agreement, except as set forth herein. There shall be no budget maintained for
any joint or cooperative undertaking pursuant to this Agreement.
8.2 Property. This Agreement does not provide for the acquisition,holding or disposal
of real or personal property.
8.3 Joint Administrative Board. No separate legal or administrative entity is created
by this Agreement. To the extent necessary, this Agreement shall be jointly administered by the
Police Chief for Kent or his/her designee, and the Police Chief for Lakewood or his/her designee,
who together, shall constitute the board contemplated in RCW 39.34.030(4)(a).
8.4 Failure to File or Publish. The failure of either Party to file or publish this
Agreement in accordance with RCW 39.34.040 shall not affect the enforceability of this
Agreement as between the Parties.
8.5 Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this
Agreement, shall be deemed to exist or bind any of the Parties hereto. Either party may request
amendments to this Agreement. Proposed amendments which are mutually agreed upon shall be
incorporated by written amendment hereto.
8.6 Third Parties. Nothing contained herein is intended to, nor shall be construed to,
create any rights in any third party, or to form the basis for any liability on the part of the Parties
to this Agreement, or their officials, officers, employees, agent, or representatives, to any third
party.
Gladiator Interlocal Agreement between
City of Kent and Lakewood
Page 3 of 4
8.7 Notices. Notices shall be sent to the following addresses:
Chief Administrative Officer and City Manager and
Police Chief Police Chief
City of Kent City of Lakewood
220 Fourth Avenue South 6000 Main St. SW
Kent, WA 98032 Lakewood, WA 98003
8.8 Severability. If, for any reason, any part, term or provision of this Agreement is
held by a court of competent jurisdiction to be illegal, void or unenforceable, the validity of the
remaining provisions shall not be affected, and the rights and obligations of the Parties shall be
construed and enforced as if the Agreement did not contain the particular provision held to be
invalid. If it should appear that any provision hereof is in conflict with any statutory provision of
the State of Washington, said provision which may conflict therewith shall be deemed inoperative
and null and void insofar as it may be in conflict therewith, and shall be deemed modified to
conform to such statutory provisions.
8.9 Discrimination. Each party acknowledges that it is subject to certain requirements
and assurances relating to non-discrimination as required by Federal and State laws and regulations
as outlined in Exhibit B, attached and incorporated herein.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed.
CITY OF KENT: CITY F LA OOD:
Dana Ralph, Mayor Joh J. Caulfield, hy Manager
Dated: 12/01/2023 Dated: 11/27/2023
Attest:M414 Heco"11" on behalf of
Kim Komoto, City Clerk Briana Schumacher, City Clerk
Dated: 12/01/2023 Dated: 11/27/2023
Ap roved as to Form: Approved as to Form:
We�_ VY
Logan Todd, Assistant City Attorney Heidi Ann Wachter, City Attorney
Dated: 12/01/2023 Dated: 11/22/2023
Gladiator Interlocal Agreement between
City of Kent and Lakewood
Page 4 of 4
Exhibit A
Insurance Requirements
Insurance
Lakewood shall procure and maintain for the duration of this 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 Lakewood, their agents, representatives, employees,
or subcontractors.
A. Minimum Scope of Insurance
Lakewood shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(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 1185. Kent shall be named as an additional insured
under Lakewood's Commercial General Liability insurance policy using ISO additional
insured endorsement CG 20 10 1185 or a substitute endorsement providing equivalent
coverage.
B. Minimum Amounts of Insurance
Lakewood shall maintain the following insurance limits:
Commercial General Liability insurance shall be written with limits no less than
$4,000,000 per occurrence.
Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al.
Waiver of Subrogation
If Lakewood maintains broader coverage and/or higher limits than the minimums shown above,
the City requires and shall be entitled to the broader coverage and/or the higher limits maintained
by Lakewood. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City. The above policy limits may be obtained
with excess liability (umbrella) insurance.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
insurance:
1. Lakewood's insurance coverage shall be primary insurance with respect to Kent.
Any insurance, self-insurance, or insurance pool coverage maintained by Kent
shall be in excess of Lakewood's insurance policies and shall not contribute to
Lakewood's insurance policies.
2. Lakewood's insurer must deliver or mail written notice of cancellation to the
named insured at least forty-five (45) days before the effective date of the
cancellation. Lakewood's insurance policy shall include an endorsement that
provides the City with written notice of cancellation forty-five (45) days before
the effective date of the cancellation. If Lakewood insurer fails to provide the
City with a copy of the notice of cancellation endorsement, Lakewood must notify
the City of any cancellation, nonrenewal or termination within two (2)business
days of their receipt of such notice.
3. The City of Kent shall be named as an additional insured on all policies (except
Professional Liability, if applicable)with respect to work performed by or on
behalf of Lakewood and a copy of the endorsement naming Kent as an additional
insured shall be attached to the Certificate of Insurance. Kent reserves the right to
receive a certified copy of all required insurance policies. Lakewood's
Commercial General Liability insurance shall also contain a clause stating that
coverage shall apply separately to each insured against whom claims are made or
suit is brought, except with respect 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 AXII.
E. Verification of Coverage
Lakewood shall furnish Kent 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 Lakewood before commencement of the work. Kent
waives no rights, and Lakewood is not excused from performance if Lakewood fails to provide
Kent with a copy of the endorsements naming Kent as a Primary Non-Contributory Additional
Insured.
F. Subcontractors
Lakewood shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverage for subcontractors shall be
subject to all the same insurance requirements as stated herein for Lakewood.
EXHIBIT B
CITY OF KENT NON-DISCRIMINATION POLICY
The City of Kent (City) is committed to conform to Federal and State laws regarding equal
opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who
perform work with relation to this Agreement shall comply with the regulations of the City's equal
employment opportunity policies.
The City of Kent and its contractors are subject to and will comply with the following:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat.
252), (prohibits discrimination on the basis of race, color, national origin);
• 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs
Of The Department Of Transportation-Effectuation Of Title VI Of The Civil
Rights Act Of 1964);
• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement
of Title VI of the Civil Rights Act of 1964).
• Ch. 49.60 RCW (Washington Law Against Discrimination)
The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and
Regulations".
The following statements specifically identify the requirements the City deems necessary for any
contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of
all of the following is required for this Agreement to be valid and binding. If any contractor,
subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined
below, 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 part of the Agreement.
The statements 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 sex,
race, color, national origin, age, or the presence of all sensory, mental or physical disability.
3. During the time of this Agreement I, 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. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest (hereinafter referred to as the "contractor") agrees as follows:
EEO COMPLIANCE DOCUMENTS - 1 of 5
A. Compliance with Regulations: The contractor, subcontractor, consultant,
vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the
Regulations relative to non-discrimination, including those applicable to Federally-
assisted programs of the U.S. Department of Transportation, State-assisted
programs through the Washington State Department of Transportation, and
generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they
may be amended from time to time, which are herein incorporated by reference
and made a part of this contract.
B. Non-discrimination: The contractor, with regard to the work performed by it
during the contract, will not discriminate on the grounds of race, color, or national
origin in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the contract covers any activity, project, or program
set forth in Appendix B of 49 CFR Part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation made
by the contractor for work to be performed under a subcontract, including
procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the contractor of the contractor's obligations under this
contract and the Acts and the Regulations relative to non-discrimination on the
grounds of race, color, or national origin.
D. Information and Reports: The contractor will provide all information and reports
required by the Acts and Regulations and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined applicable to contractor's contract by the City or the
Washington State Department of Transportation to be pertinent to ascertain
compliance with such Acts and Regulations and instructions. Where any information
required of a contractor is in the exclusive possession of another who fails or
refuses to furnish the information, the contractor will so certify to the City or the
Washington State Department of Transportation, as appropriate, and will set forth
what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with
the non-discrimination provisions of this contract, the City will impose such contract
sanctions as it or the Washington State Department of Transportation may
determine to be appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the
contractor complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
F. Incorporation of Provisions: The contractor will include the provisions of
paragraphs (A) through (F) above in every subcontract, including procurements of
materials and leases of equipment, unless exempt by the Acts and Regulations and
directives issued pursuant thereto. The contractor will take action with respect to
any subcontract or procurement as the City or the Washington State Department of
Transportation may direct as a means of enforcing such provisions including
sanctions for noncompliance. Provided, that if the contractor becomes involved in,
or is threatened with litigation by a subcontractor, or supplier because of such
EEO COMPLIANCE DOCUMENTS - 2 of 5
direction, the contractor may request the City to enter into any litigation to protect
the interests of the City. In addition, the contractor may request the United States
to enter into the litigation to protect the interests of the United States.
6. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest agrees to comply with the following non-discrimination statutes and
authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252),
(prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part
21.
ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose
property has been acquired because of Federal or Federal-aid programs and
projects);
iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination
on the basis of sex);
iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27;
V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),
(prohibits discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or
sex);
vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by
expanding the definition of the terms "programs or activities" to include all of the
programs or activities of the Federal-aid recipients, sub-recipients and contractors,
whether such programs or activities are Federally funded or not);
viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private
transportation systems, places of public accommodation, and certain testing entities
(42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation
regulations at 49 C.F.R. parts 37 and 38;
ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures Non-discrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on
minority and low-income populations;
xi. Executive Order 13166, Improving Access to Services for Persons with Limited
English Proficiency, and resulting agency guidance, national origin discrimination
includes discrimination because of Limited English proficiency (LEP). To ensure
EEO COMPLIANCE DOCUMENTS - 3 of 5
compliance with Title VI, you must take reasonable steps to ensure that LEP persons
have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et
seq).
xiii. Washington Law Against Discrimination (Ch. 49.60 RCW)
7. The submission of the final invoice for this contract will constitute a reaffirmation that the
preceding statements were complied with during the course of the contract's performance.
By signing below, I agree to fulfill the five requirements referenced above.
By:
For:
Title:
Date:
By:
For:
Title:
Date:
EEO COMPLIANCE DOCUMENTS - 4 of 5
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022
SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998
APPROVED BY Dana Ralph, Mayor
POLICY:
Equal employment opportunity and non-discrimination in contracting 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.
Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the
City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination
Policy Declaration, prior to commencing performance.
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 coordinate with the City's Title VI coordinator, and perform 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.
EEO COMPLIANCE DOCUMENTS - 5 of 5