HomeMy WebLinkAboutIT18-136 - Original - RedCloud Consulting, Inc. - BSA TPM Support - 03/07/2018 KEPT
Records, Management Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
F Blue/Motion Sheet Attached
❑ Pink Sheet Attached
Vendor Name: RedCloud Consulting, Inc.
Vendor Number (JDE): 1718477
Contract Number (City Clerk):
Category: Contract Agreement ---
Sub-Category (if applicable): Choose an iterri.
Project Name: Consultant Services (Business Anaylst) ---
Contract Execution Date: 03/01/18 Termination Date: 04/30/18
Contract Manager: James Endicott Department: IT
Contract Amount: $17,200.......-
Approval Authority: � Director mayor [:1 City Council
Other Details:
tg t• 1: ;r
RedCloud Consulting Inc INVOICE
A P Ci
11000 NE 33f°PL,Suite 100
Bellevue,WA 98004 �';"�.' -r•,•.. INVOICE#
Phone 425.305.4121 CoK144113-1809
finance@redcioudconsulting.com DATE: MARCH 30,2018
TO: FOR: '
City of Kent PO#144113
accountspavable(o)kentwa.aov
c/o: Accounts Payable
220 41"Avenue South
Kent,WA 98032
(425)856-5230
DESCRIPTION HOURS RATE AMOUNT
Hours worked by RedCloud for client deliverables 3/1/2018— 20 $100.00 $2.000.00
3/31/2018(PO# 144113)
DATE: j S
TOTAL $2,000.00
For your convenience you may send your remittance through
Columbia Bank,ABA Routing No. 125108272. Account No.7000960570.
Make all checks payable to:"RedCloud Consulting Inc
Payment Terms:Subject to the existing contractual agreement.
Thank you for your business!
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MASTER SERVICES AGREEMENT
This Maste Servi es Agreement ("MSA") is entered into this 031ai ll o t. between
c t.+ _ a with offices at
Z I tS L ("Client"), and RedCloud Consulting, Inc., a Washington
corporation, or affiliates thereof, having its principal place of business at 11000 NE 33rd PL, Suite 100,
Bellevue, WA 48004 ("RedCloud"). RedCloud is in the business of providing consulting, placement,
recruiting and other services in accordance with the terms and conditions of this Agreement, and Client
desires from time-to-time to utilize said services on the terms and conditions herein. RedCloud and Client
are referred to herein as the"parties"and each is a"party".
1. SERVICES. RedCloud shall perform all services for Client as set forth in one or more
Statements of Work(each an "SOW")agreed to between RedCloud and Client. Each SOW shall set forth
the services to be rendered or products or materials developed for or delivered to Client by RedCloud
("Work"),the price for such Work and any term for such Work. Each SOW may contain additional terms
and conditions as may be mutually agreed upon by the parties. Each SOW shall be incorporated into and
become part of this MSA.
2. PAYMENT.
a. Payment Terms. Unless otherwise provided in a SOW, RedCloud invoices its clients on a
monthly basis for services performed and fees earned.Payment is due net thirty(30)days after the date
of invoice.
b. Pricing.Amounts for all services performed by RedCloud shall be set forth in each SOW.
C. Method of 1laynient. Payment options include bank transfer, check or money order. If Client
has authorized payment by debiting a bank account,no additional notice or consent is required before
RedCloud debits the bank account for all amounts due and owing to RedCloud.Client must promptly
notify RedCloud of any change of billing address or of the bank account used for payment.
d. Dispute A.atc: Payment. Client must give notice to RedCloud of any disputed charge prior to
paying such charge, or the invoice shall be accepted by Client. Overdue payments will be assessed a
service charge of 2% per month prorated daily for each day that payment is past due, but not
compounded monthly.Acceptance of any late fees or partial payments(even if marked"paid in full")
shall not waive RedCloud's right to collect any and all outstanding amounts.
3. TERM. The Term of this MSA shall commence on the date set forth above and shall continue for
one year. This MSA shall automatically renew unless terminated by either parry with at least thirty (30)
days written notice prior to the end of the current term.Any specific term for each SOW shall be set forth
therein. If this MSA is terminated prior to the expiration of the term of one or more SOWs, then this MSA
shall continue to govern such SOWS unless and until such SOWs are also terminated or expire in accordance
with this MSA.Termination of this MSA shall not relive any party of its obligations under Sections 2,4, 5,
6, 7(e)and 7(d)of this MSA.
4. CONFIDENTIAL INFORMATION.Each party agrees not to use,disclose,sell,license,publish,
reproduce or otherwise make available the Confidential Information, as defined herein,of the other party
except and only to the extent necessary to perform under this MSA. Each party agrees to secure and protect
the other parry's Confidential Information in a manner consistent with the maintenance of the other parry's
confidential and proprietary rights in the information and to take appropriate action by instruction or
agreement with its employees, consultants or other agents who are permitted access to the othcr parry's
Confidential Information to satisfy its obligations under this MSA. "Confidential Information" is defined
Page t of 10
Muster Services Agrcemcid v80 t 18
as a parry's information,not publicly known,used by the party and which is proprietary to the party or the
disclosure of which would be detrimental to the party.Confidential Information includes,but is not limited
to,the following types of information(whether or not reduced to writing or designated as confidential): (i)
work product resulting from or related to the Work performed or services provided or materials delivered
under this MSA,(ii)a parry's computer software,(iii)a parry's internal personnel,financial,marketing and
other business information and manner and method of conducting business, (iv) a parry's strategic
operations and other business plans and forecasts, and(v) any other confidential information provided by
or regarding a parry's employees,customers, vendors and other contractors.
5. NON-EXCLUSIVITY AND NON-SOLICITATION.
a. Non-Exclusivity. RedCloud may perform similar services for business other than Client,
including businesses that may or may not compete with Client, and this MSA shall not be
interpreted to prohibit RedCloud from doing so.
b. Non-Solicitation by Client. Client recognizes that the RedCloud personnel assigned to Client
under this MSA and the RedCloud employees("Consultants")are important assets of RedCloud.
Except as expressly authorized and agreed upon by RedCloud in writing pursuant to a SOW or
otherwise,Client must not hire or otherwise engage, either directly or indirectly,the professional
services of Consultants as longs as this MSA is in effect and for a period of one(1)year following
its termination. The parties recognize that damages for breach of this subsection are difficult to
determine and thus agree that should Client breach the terms of this subsection, Client agrees to
compensate RedCloud for its losses as liquidated damages,and not as a penalty,a Conversion Fee
equal to 25%of the Consultant's first year of salary at the time of hire.Client must notify RedCloud
within five(5)business days of engaging or hiring Consultant, and such notification shall include
Consultant's salary or projected billing. Payment of the Conversion Fee is due at the time of such
notice. Should Consultant's salary or billing exceed the projected amount within twelve (12)
months of Client's independent engagement of Consultant, Client must notify RedCloud within
five (5) business days of such change and pay any additional amounts due. Client shall not be
eligible for any refund of Conversion Fees under any circumstances.
6. INTELLECTUAL PROPERTY.
a. Client's Intellectual Pro pert . RedCloud agrees that Client retains ownership of all right, title
and interest in all computer programs, including any source code, object code,enhancements and
modifications, all files, including input and output materials, all documentation related to such
materials, all Client media upon which any materials are located(including tapes,disks and other
storage media) and all related material that it currently owns and are transferred to or used by
RedCloud in connection with the performance of any Work before or after the date set forth above.
Client will retain sole ownership of all right, title and interest in the Work. All Work shall be
considered "Work for Hire." If, for any reason, Work would not constitute works made for hire,
RedCloud hereby assigns all copyrights therein to Client effective as of the date(s)such materials
had been created. RedCloud agrees to sign and deliver any further documentation that may be
reasonably required by Client to effectuate the foregoing assignment.
b. RedCloud's Intellectual Pranerty. RedCloud retains all rights to its intellectual property and
proprietary information. Client must not use RedCloud's intellectual property or proprietary
information without RedCloud's written consent. RedCloud's intellectual property includes any
and all pre-existing tools, know-how, methods, algorithms, training, consulting, or reference
material provided to Client through delivery of services and delivered by RedCloud unless
otherwise agreed to by RedCloud. To the extent RedCloud incorporates its intellectual property
Page 2 of 10
Masier Services Agreement YHOI M
into the Work, RedCloud grants Client a nontransferable and nonexclusive license to use such
intellectual property solely in connection with the Work.
7. GENERAL PROVISIONS.
a. Vendors. RedCloud reserves the right to utilize sub-contract vendors in the performance of its
obligations. Such vendors shall be required to execute agreements materially similar to and in
accordance with this MSA. In no way shall this release RedCloud from its obligations to Client
under this MSA.
b. Insurance. RedCloud shall maintain commercially reasonable insurance coverage which may
include the following: (i)commercial general liability insurance or comprehensive general liability
insurance which includes coverage for RedCloud's premises,operations,independent contractors,
personal injury, broad form property damage, products&completed operations, liability assumed
under contract including tort liability of another assumed in a business contract, along with
associated defense for at least one(1)year after termination of this MSA with annual limits of at
least one million dollars ($1,000,000)per occurrence and two million dollars ($2,000,000) in the
aggregate,(ii)any workers' compensation insurance prescribed by the law of the state in which the
Work will be performed and disability benefits liability as legally required by the state in which
Work is to be performed,and (iii)comprehensive automobile liability insurance with a minimum
combined single limit of$1,000,000 per accident for bodily injury and damage to property, or
comprehensive automobile liability insurance plus additional excess umbrella liability insurance to
meet these limits, which shall apply to any automobile used during the course of providing the
Work,whether owned by RedCloud or its employee,agent or subcontractor.
c. Limitation of Liability. In no event shall either of the parties hereto be liable to the other for
any consequential,indirect,or special damages,including lost profits. In particular,RedCloud shall
not be liable for any loss or damage whatsoever experienced while Client is using RedCloud's
solutions or services including damages resulting from personal injuries,death,transactional errors,
or property damages resulting from mistakes, failure to process transactions, lost or damaged data,
unauthorized access to data, files or equipment, interruptions in service or delays in the
transmission of any data.
d. Mutual Indemnification.Subject to the limitation of liability in Section 7(d)above,both parties
agree to indemnify,hold harmless and defend the other party and its directors,officers,employees
and agents from and against any action,claim,demand or liability,including reasonable attorney's
fees and costs,arising from or relating to:(i)a parry's breach of this MSA;(ii)the gross negligence
or willful misconduct of a party,its directors,officers,employees or agents,including the violation
of any federal or state antidiscrimination law; (iii) any allegation that a party has infringed or
misappropriated a third person's copyright or trademark right, or trade secret. Both parties agree
that the other party shall have the right to participate in,at its own expense,the defense of any such
claim through counsel of its own choosing.This indemnification extends to and includes reasonable
attorneys' fees and costs incurred by a party arising from any actions or claims to which these
indemnifications apply,or from contesting the applicability of this provision.This section survives
termination of this agreement.
e. Independent Contractor. Consultant, in performance of this MSA or SOWS related thereto, is
acting as an independent contractor. Consultant(s)are not Client's personnel or agents. RedCloud
shall be solely responsible for .the payment of all Consultant compensation, payments to
Washington State Insurance Fund, disability or other similar benefits, unemployment or other
similar insurance, and for withholding income or other similar taxes or social security for
Page 3 of 10
Mosier Services Agreemc,rt v80 1 18
Consultant(s) assigned to perform Work hereunder. Consultant(s)shall be informed that they are
not entitled to the provisions of any Client employee benefits.
f. Waiver.No waiver by either party of any breach of any of the provisions of this MSA shall be
deemed a waiver of any other breach of any other provisions hereof. No such waiver shall be
effective unless in writing and then only to the extent expressly set forth therein.
g. Severability. If any provision of this Agreement is invalid or unenforceable under any statute
or rule of law,the provision is to that extent to be deemed omitted without affecting the remaining
provisions.
h. Nol ices.Notices and other communications pursuant to this MSA shall be sent to the addresses
listed above. Each party shall promptly notify the other party in the event of a change of address.
Notice given under this MSA shall be in writing and shall be deemed to have been given and
delivered when received if sent by the United States Mail,certified or registered mail,with postage
prepaid and addressed, or sent by way of overnight courier service.
i. Publicit . Neither party may use the name of the other party in advertising or business
promotion without the written consent of the other party hereto except that RedCloud may include
the name of Client in its business promotion as part of a list of clients.
j. Governing La4v. This MSA and each SOW shall be governed by the laws of the State of
Washington,and the parties shall submit to the jurisdiction of any appropriate court in King County,
Washington for any disputes arising from this MSA or an SOW.
k. Dispute Resolution.In the event of a dispute between the parties under this MSA or an SOW,
the parties shall in good faith and with diligent efforts attempt to resolve any such dispute. In the
event that the dispute remains unresolved and cannot be settled after thirty(30)days from the date
the dispute was originally communicated by a party as documented via email, fax, or mailed
communication, the parties agree first to try in good faith to settle the dispute by mediation
administered by the Judicial Arbitration and Mediation Services ("JAMS") in King County,
Washington under its current mediation rules.
I. Enforcement Expenses. In the event of any litigation or other legal proceeding to enforce,
interpret or recover damages for breach of this MSA or an SOW, the prevailing party shall be
entitled to recover its reasonable attorneys' fees and costs incurred in the proceedings from the
other party.
m. Entire Agreement. This MSA and each SOW hereunder constitutes the entire agreement and
understanding between the parties with respect to all matters described and shall supersede all prior
understandings,representations,negotiations and correspondence between the parties and shall not
be modified or affected by any course of dealing,course of performance or usage of trade. In the
event of any inconsistency between this MSA and an SOW issued hereunder,the provisions of this
MSA control.
n. Counterparts. This MSA and each SOW hereunder may be executed in counterparts, each of
which shall be deemed an original and which together shall constitute one and the same agreement.
Signatures of all or any of the parties may be transmitted by email or facsimile.
o. Amendment. This MSA or any SOW hereunder may not be amended or terminated except in
writing executed by the parties hereto,and the parties hereby waive any right they might otherwise
have to effect oral amendments hereto.
Page 4 of 10
Master Services Agreement v%U 118
REDCLOUD: CLIENT:
REDCLOUD CONSULTING,INC. C'IL�-e-14cN WI A
Sipatur - —''`^ Signa n•e:
Date: Z( Z 1 Q Date:
Title: J/14�r�h a�-i�z� Title: G� L
Page 5of10
Mastcr Services Agreement v80118
Statement of Work
("SOW-)
Addresses and contacts for notices
"Microsoft" — "Supplier"
Client Name: City of Kent Company Name: ReclCloud Consulting, Inc.
Primary Contact:James Endicott Primary Contact: Brett Clifton
Address: 220 Fourth Avenue South, Kent,WA Address: 11000 NE 33rd PL,Suite 100, Bellevue,
98032 WA 98004
Phone number:253.856.5235 Phone number: 425.305A121
Fax number: 253.856.6200 Fax number: 425.305.4122
Email (if ap licable): JEndicott@kentwa.gov Email: brett.clifton@redcloudconsulting.com
Secondary Contact: Secondary Contact:
finance@redcloudconsulting.com
SOW Effective Date: 3/1/2018
SOW Expiration Date: 4/30/2018
Agreed and accepted
Supplier
i t Sign tune: Supplier Signature:
Client Name: Supplier Name:Brett Clifton
All KC CAkTA-46 M
Client Title: Supplier Title:Managing Partner
-'I
Client Date: Supplier Date:
This SOW,executed in accordance with the terms of that certain M ster Sup Iler ervices Agreement
or other applicable master agreement (the "Agreement") datedarc;I, etween Client and
Supplier is entered into by the parties and effective as of the SOW Effective Date above.
sow(shod Form)(august 2015)
OR
❑ This SOW pursuant to the Client Purchase Order Terms and Conditions is entered into by the parties
and effective as of the SOW Effective Date above.
1. Description of Services
Pursuant to and in conformance with any standards,guidelines and/or specifications which may be
provided by Microsoft to Supplier from time to time,Supplier will perform or deliver to Microsoft under
the Agreement as a work made for hire(collectively,the"Services").
The RedCloud resources)will provide business consulting services and Business Systems Analyst
support. Key scope and deliverables described below.
Background: The City of Kent's IT department needs to update the City employees' Web/Email and
Antivirus software. RedCloud to furnish a BSA with TPM experience to:
1. Meet with team stakeholders to gather requirements
2. Prioritize the requirements
3. Research available solutions in the marketplace
4. Synthesize the summary evaluation of the best solutions
S. Demo presentations for top solutions
6. Present recommended solutions to leadership to make final selection
Assumptions:
The following assumptions are the basis of the quotation. If they do not hold, additional time and costs
may be incurred.
• If additional hours above quoted monthly hours are required,the client and supplier account
manager will need to determine an adjustment to scope,timeline,resources,and fees as
appropriate to compensate supplier for the hours worked.
• Client will meet with supplier consultant and/or account manager in order to appropriately
prioritize and track progress.
• Supplier may require additional stakeholder input for content and accuracy as necessary
• Permanent seating on Microsoft Campus is not required. Supplier consultant does not need to
work from client offices on a daily basis. They will be on campus for collaboration and meetings
as needed,but can work remotely to serve the needs of the engagement.
• Supplier may be unavailable for all Microsoft-observed holidays unless previously agreed upon
with the client
• Microsoft client may choose to adjust the priority and order of the below deliverables and
completion dates.
• Microsoft will provide necessary software and licenses for supplier's consultant to be able to
complete the work. This would include Windows and Office software.
All Services shall be treated as Microsoft Confidential Information unless otherwise designated by
Microsoft.
2. Deliverables/Delivery Schedule
a) Supplier must complete and deliver all Services to Microsoft on or before 4/30/2018. The
milestone delivery schedule for the Services, if applicable,shall be as follows:
SOW(Short Form)(August 2015) 2
Milestone d Brief Description of Services to be completed by Due on or before
Supplier and delivered to Microsoft _ _
1 • Deliver BSA/TPM support per scope above for 3/31/2018 _�
March
2 . Deliver BSA/TPM support per scope above for 4/30/2018
March
b) Supplier may begin Service delivery only on the later of: (a)the SOW Effective Date or(b)when
Supplier receives the applicable Purchase Order from Microsoft.
3. Payment
3.1 Services Fees
Client will pay Supplier the following amounts as full and final payment for the Services. Client will only
make payment for Services that Supplier has completed and delivered to client, and that Client has
accepted:
❑ Flat fee of$[insert amount] US.
OR
®Time and materials option. The below monthly NTE totals are derived from an hourly model(at$19/hr
per resource)for a part-time resource(estimated at 20hrs/week). Monthly invoices to ReclCloud shall
be based on actual hours charged, not to exceed the monthly totals in the below table. Services
requested by Client above and beyond the fee schedule below must be in writing.
Milestone d Not to Exceed Payment Amount Delivery/Payment Date
8 $8,800 3/31/2018
9 $8,400 4/30/2018
Sub-Total $17,200
Travel Expenses(if any—
see Section 3.2,below)
Total $17,200
3.2 Expenses:(choose one of the below)
❑ As reflected in Section 3.1,above,Microsoft will reimburse Supplier up to$[insert amount]US for the
actual travel expenses that Supplier incurs while performing the Services.The travel expenses must
be pre-approved by Microsoft and comply with the Microsoft travel policy.The travel expenses must
also be reasonable and related to the Services. Supplier must submit appropriate documentation
evidencing the expenses to be reimbursed.
OR
® Supplier will be solely responsible for all expenses it incurs while performing the Services, unless
Microsoft otherwise consents in writing.
[Remainder of this page is intentionally left blank.]
SOW(Shoff Fom+)(August 2015) -3-
C$ New Vendor
❑ Reactivate Vendor
KENT Vendor Set-up Form ❑ Address Change
WASH 1 N O T O fl To be filled out by Vendor ONLY Vendor Number 1-7 1 OW7 1
FINANCE
220 Fourth Avenue South * Kent,WA 98032-5895• Phone: (253) 856-5235 -Fax: (253)856-6200
• • - - An incomplete form will create a delay in our payment(s)to you and your payment(a)
could be subject to the IRS required back-up withholding.
R'.a ct'O u a �� �5 +,�� , T„C'.
Name,as it will appear on check (No ABBREVrArIONS) Doing Business As(If different than name on check)
It 1300 A),3rA Pt~ , 9%wilt (00
Payment Address Business Address
3 �11 e.Vy L p� t ,8(0'1
City State Zip City State Zip
o5 -4(Z)
Phone Number Accounts Receivable Contact
•• check the appropriate box
® Corporation ❑ Government Agency ❑ Individual/Sole Proprietor ❑ Non-Profit ❑ Partnership
• - This business is
❑ Minority Owned ❑ Women Owned ❑ Both Minority and Women Owned Eq Neither
Will you provide medical services to the City of Kent? ................................................................Yes to
Will you provide legal services to the City of Kent? ....................................................................Yes No
Will you provide services other than medical or legal to the City of Kent?..................................J Ye No
Will you provide parts,supplies or materials to the City of Kent?..................................................Yes &
Do you pay sales tax to the State of Washington?...................................................................... Ye No
If exam t from Form 1099 reporting, and check your qualifying exemption reason below:
❑ 1. Corporation, except there is no exemption for medical and healthcare payments
or payments for legal services
CI 2. Tax Exempt Charity under 501(a), or IRA
❑ 3. The United States or any of its agencies or instrumentalities
❑ 4. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions
❑ 5. A foreign government or any of its political subdivisions
Name(Owner of the Tax Payer Identification Number(EIN or SSN)as name appears on IRS or Social Security
Administration Records): �e-A-L 110 1A S� +�n a%. 3 n C .Social Security#: or Federal TIN: 1 — 17 O 1 t Gal.Z—
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be
issued to me)and,
2. 1 am not subject to backup withholding because: (a)I am exempt from backup withholding, or(b) I have not been
notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding.
• Sign a Date ► /Z 3 /Z'O( e)
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