HomeMy WebLinkAboutContractCAG-24-215
INTERLOCAL AGREEMENT BETWEEN
THE CITY OF KENT AND THE CITY OF RENTON 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 Renton ("Renton"), 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, Renton 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 Renton 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 Renton as follows:
1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to provide for the
Renton 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 Renton for such
services.
2. SERVER ACCESS AND USE PROVIDED. The Kent Police Department shall provide
server access to Renton as provided in this Agreement.
2.1 Use of Gladiator Equipment. Kent shall allow Gladiator to provide Renton 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
Renton cases and data are kept separate with no crossover access by either party.
2.2 Licensing Requirement. Renton shall maintain a valid license to access and use
Gladiator services, including any software that Renton accesses through Kent's server. Any
licensing agreement shall specifically reference Renton's use of Kent's Gladiator server and the
consent of Gladiator to this use. Renton shall provide this licensing agreement to Kent within
30 days of effective date of this agreement.
Gladiator Interlocal Agreement between
City of Kent and City of Renton
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. Renton shall be responsible for paying the
costs of any server expansion or additional hardware reasonably necessary to accommodate
Renton's use of the server. A proportion of any costs may be assigned to Renton 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 Renton of any fees in writing 15 days prior to
any invoice for these fees. Renton may terminate this Agreement upon receipt on such notice.
3.2 Service Costs. Renton shall be responsible for any maintenance fees reasonably
attributable to Renton's use of this system.
4. BILLING AND PAYMENT. Renton shall pay Kent the fees and costs described in this
Agreement upon receipt of an invoice. The invoice shall be sent to Renton at the address
provided for notices. Renton shall pay to Kent the amounts invoiced within 30 days of receipt of
such bill. The failure of Kent to invoice Renton for fees or costs shall not relieve Renton 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
2024, 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. Renton 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 City of Renton
Page 2 of 4
Renton, 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, Renton 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 Renton 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. Renton 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 Propegy. 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 Renton 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 City of Renton
Page 3 of 4
8.7 Notices. Notices shall be sent to the following addresses:
Chief Administrative Officer and Mayor and
Police Chief Police Chief
City of Kent City of Renton
220 Fourth Avenue South 1055 South Grady Way
Kent, WA 98032 Renton, WA 98057
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 OF RENTON:
Dana Ralph, Mayor Armondo Pavone, Mayor
Dated: 08/15/2024 Dated: 7/30/2024
tENroh;°%
Attest:
Kim Komoto, City Clerk Jason A. Seth, City Clerk
Dated: 08/15/2024 Dated:
7/30/2024
Gladiator Interlocal Agreement between
City of Kent and City of Renton
Page 4 of 4
Approved as to Form: Approved as to Form:
for Approved by Cheryl Beyer via email
Tammy White, City Attorney Shane Moloney, City Attorney
Dated: Dated:
6/3/2024
Exhibit A
Certificate of Insurance attached
Exhibit A
Insurance Requirements
Insurance
Renton shall procure and maintain for the duration of the contract insurance
against claims for security breaches, system failures, injuries to persons,
damages to software, or damages to property (including computer
equipment) which may arise from or in connection with the performance of
the work hereunder by Renton, its agents, representatives, or employees.
Renton shall procure and maintain for the duration of the contract insurance
against claims arising out of their services and including, but not limited to
loss, damage, theft or other misuse of data, infringement of intellectual
property, invasion of privacy and breach of data.
A. Minimum Scope of Insurance
Renton 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 11 85. Kent shall be
named as an additional insured under Renton's Commercial General
Liability insurance policy using ISO additional insured endorsement CG
20 10 11 85 or a substitute endorsement providing equivalent
coverage.
The Consultant may use Umbrella or Excess Policies to provide the
liability limits as required in this Agreement. This form of insurance
will be acceptable if all the Primary and Umbrella or Excess Policies
shall provide all the insurance coverages herein required. The
Umbrella or Excess policies shall be provided on a true 'following form"
or broader coverage basis, with coverage at least as broad as provided
on the underlying Commercial General Liability insurance.
Cyber Liability insurance shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Consultant in this
agreement and shall include, but not be limited to, claims involving
security breach, system failure, data recovery, business interruption,
cyber extortion, social engineering, infringement of intellectual
property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information
theft, damage to or destruction of electronic information, release of
private information, and alteration of electronic information. The
policy shall provide coverage for breach response costs, regulatory
fines, and penalties as well as credit monitoring expenses.
Workers' Compensation coverage for the employees of Consultant and
subcontractors as required by the Industrial Insurance laws of the
State of Washington.
B. Minimum Amounts of Insurance
Renton shall maintain the following insurance limits:
Commercial General Liability insurance shall be written with limits no
less than $1,000,000 per occurrence, $2,000,000 general aggregate,
and $2,000,000 products-completed operations aggregate limit.
Primary Non-Contributory Additional Insured coverage for the City of
Kent, et. al.
Cyber Liability insurance shall be written with limits no less than
1,000,000 per occurrence or claim, $2,000,000 aggregate.
If Renton 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 Renton. 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. Renton'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 Renton's
insurance policies and shall not contribute to Renton's insurance
policies.
2. Renton'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. Renton'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 Renton insurer fails to
provide the City with a copy of the notice of cancellation
endorsement, Renton 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 Renton 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.
Renton'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 A:VII.
E. Verification of Coverage
Renton 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
Renton before commencement of the work. Kent waives no rights, and
Renton is not excused from performance if Renton fails to provide Kent with
a copy of the endorsements naming Kent as a Primary Non-Contributory
Additional Insured.
F. Subcontractors
Renton 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 Renton.
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 Se Date Required:
07/31/2024
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 Name:Category: qm
City of Renton Interlocal
Vendor Number: Sub-Category:
72139 Original
0
W Project Name: Gladiator Forensics, LLC (vendor: 2444074)
OProject Details: This is an interlocal agreement between City of Kent and City of Renton for Wireless
C
Network Forensics Server Use via "Gladiator." More specifically, the City of Renton 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 AgreementEMemotoMayormustbeattached
Start Date: upon signature Termination Date: 6/30/2026
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 CAG2024-387
Comments:
Submitted by Christy Roeber
0
c
o
a
Date Received:City Attorney: 7/31/24 Date Routed:Mayor's Office 8/15/24 City Clerk's Office 8/15/24
adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
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:City of Renton
Title:
Mayor
Date: 7/30/2024 ReN ro''
Attest:i,.
P 0 R ATE 9.`•
Jason A. Seth, City Clerk
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