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Chino Valley Independent Fire District A2015-158 P2dIS-158 CITY OF CHINO HiLLS CONSULTING SERVICES AGREEMENT This Agreement ("Agreement") is made and entered into as of June 23, 2015 , between the CHINO VALLEY INDEPENDENT FIRE DISTRICT, a Fire Protection District formed pursuant to.the Fire Protection District Law of 1987, hereinafter referred to as "Customer," and CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "Consultant." In consideration of the mutual promises and covenants contained herein, the parties hereto mutually agree as follows: SECTION 1. RECITALS. This Agreement is made and entered into with respect to the following facts: a, That Customer is desirous of obtaining the services of a qualified consultant to provide information technology professional services and consulting to the Customer, as directed and subject to the terms and conditions of this Agreement; and • b. That Consultant has determined that the public interest, convenience and necessity require execution of this Agreement. SECTION 2. SERVICES. Consultant shall perform the Information technology professional and consulting tasks (the "Services") as specified in Exhibit "A" attached hereto and incorporated herein as directed by the Customer or its designee. Consultant represents that it is experienced in providing the Services and is familiar with the needs of Customer. SECTION 3. PERFORMANCE. Consultant shall at all times faithfully, competently and to the best of his/her ability, experience, and talent perform and supervise all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services, as are required of Consultant hereunder in meeting his/her obligations under this Agreement. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant agrees to work closely with Customer's staff in the performance of Services and shall make every reasonable effort to be available to Customer's staff at the times set forth in Section 6 of this Agreement, but Customer understands and agrees that due to illness, vacation schedules and other occurrences Customer's staff may be unavailable occasionally. SECTION 4. EXTRA SERVICES. No extra services shall be rendered by Consultant under this Agreement unless such extra services and hourly amount therefore first shall have been duly authorized in writing by the Customer. The parties hereto agree and acknowledge that extra services shall be those services or tasks not included in Exhibit A to this Agreement. SECTION 5. SUPERVISION, The Fire Chief, or his/her designee, shall have the right of general supervision of all work performed by Consultant and shall be the Customer's agent with respect to obtaining Consultant's compliance hereunder. No payment for any Services rendered under this Agreement shall be made without the prior approval of the Customer or his/her designee. SECTION 8. PAYMENT. Customer agrees to pay a blended rate of one hundred five dollars and no cents ($105.00) per hour for the Services. Such hourly rate will be reviewed annually upon renewal of the Agreement based on City Council approved fees for IT support services. Upon such adoption, such rates will be provided to Customer, and thereafter shall be deemed a part of this Agreement. The service level for the blended rate of$105.00 per hour, is based on the City's normal business hours schedule of Monday — Thursday 7:30 A.M. to 5:30 P.M. and Fridays 7:30 A.M. to 4:30 P,M. Consultant will add up all minutes worked each month to perform the Services At the end of each month, the cumulative minutes shall be totaled and that monthly total shall be billed such that any partial tinge will be rounded up or down in accordance with the following criteria. Any partial time that is at or over thirty (30) minutes will be rounded up to the next hour, and any partial time that is twenty nine (29) minutes or less will be rounded down to the previous hour. Notwithstanding the above, any afterhours emergency, weekend or holiday callout support will be billed at one hundred fifty seven dollars and fifty cents ($157.50) per hour rate with a minimum of two (2) hours billed. Payments shall be made within thirty(30) days after receipt of each invoice as to all undisputed fees. If the Customer disputes any of Consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. Work started by Consultant and agreed to by Customer under the current agreement in effect prior to the effective date of this Agreement will be billed at the current project rate of one hundred ninety dollars and no cents ($190.00) per hour, even if the work isn't complete before this new Agreement becomes effective. SECTION 7. SUSPENSION. TERMINATION OR ABANDONMENT OF AGREEMENT. Either the Customer or the Consultant may, with cause, at any time, suspend, terminate, or abandon this Agreement, or any portion hereof, by service upon the other party with at least thirty (30) calendar days prior written notice. Upon receipt or delivery of said notice, the Consultant shall immediately cease all work on the Services under this Agreement, unless the notice provides otherwise. Upon receipt or delivery of such notice, the Consultant shall immediately prepare and serve upon the Customer an invoice covering all completed work on the Services. Within thirty-five (35) business days, the Customer shall approve such invoice and the amount of compensation, or the Customer shall provide the Consultant with a written statement objecting to some or all of the Invoice. For Incomplete tasks in progress as of the effective date of the notice or termination by the Customer or Consultant, Consultant shall be compensated for actual billable hours that were performed as of the effective date of such notice, if the either party suspends, terminates or abandons this Agreement, or any portion hereof, for cause, the Consultant will be compensated only for work performed as of the date of receipt of such written notice. If either party suspends, terminates or abandons a portion of this Agreement, such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. Either the Customer or the Consultant may, without cause, at any time, suspend, terminate, or abandon this Agreement, or any portion hereof, by service upon the other party with at least thirty (30) calendar days prior written notice. At the cessation of that thirty (30) calendar day period, the Consultant shall cease all work on the Services under this Agreement, unless the notice provides for a longer period. Upon cessation of the work, the Consultant shall Immediately prepare and serve upon the Customer an invoice covering all completed work on the Services. Within thirty-five (35) business days, the Customer shall approve such invoice and the amount of compensation, or the Customer shall provide the Consultant with a written statement objecting to some or all of the invoice. For incomplete tasks in progress as of the effective date of the notice or termination by the Customer or Consultant, Consultant shall be compensated for actual billable hours, calculated according to the method described in Section 6 hereof, that were performed as of the effective date of such notice. If either party suspends, terminates or abandons a portion of this Agreement, such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. SECTION 8. TERM. This Agreement shall commence on July 1, 2015, but will terminate on June 30, 2016 unless otherwise extended in advance for another annual July 1 to June 30 period and in writing by the Customer with at least fifteen (15) business days notice prior to June 30, 2016, subject to Consultant's City Manager prior written approval by June 30 of each subsequent year. Customer shall have the right to renew this Agreement in subsequent annual July 1 to June 30 periods by providing at least fifteen (15) business days written notice to City prior to June 30 of each subsequent year, subject to Consultant's City Manager prior written approval by June 30 of each subsequent year. SECTION 9. OWNERSHIP OF DOCUMENTS. All original documents, designs, drawings, notes, reports, diskettes or other materials ("Materials") or processes prepared, developed or discovered by Consultant solely during the course of providing the Services shall be the sole property of the Customer and may not be used, reused or otherwise disposed of by the Consultant without the permission of the Customer. The foregoing shall apply notwithstanding that the Materials or processes are prepared, developed or discovered by Consultant on the Consultant's computer network, system or applications as set forth in Exhibit "A". Upon completion, expiration or termination of this Agreement, Consultant shall turn over to the Customer all Materials or processes prepared, developed or discovered by Consultant during the course of providing the Services to the extent such have been retained by Consultant in the normal course and scope of its business. SECTION 10. INDEPENDENT CONTRACTOR. The Consultant is and shall at all times remain as to the Customer a wholly independent contractor. Neither the Customer nor any of its officers, employees or agents shall have control over the agents except as expressly set forth in this Agreement. The Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the Customer. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except as provided in the Agreement, Customer shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for Customer. Customer shall not be liable for compensation of or indemnification to Consultant for injury or sickness arising out of performing services hereunder. SECTION 11. NOTICE. Whenever it shall be necessary for either party to serve written notice on the other regarding this Agreement, such notice shall be served personally or by certified mail, postage prepaid, return receipt requested, unless and until different addresses may be furnished in writing by either party to the other, addressed to: Customer Consultant Fire Chief City Clerk Chino Valley Fire District City of Chino Hills 14011 City Center Drive 14000 City Center Drive Chino Hills, CA 91709 Chino Hills, CA 91709 Notice shall be deemed to have been served seventy-two (72) hours after the same has been deposited in the United States Postai Service or upon receipt. This shall be valid and sufficient service of notice for all purposes. SECTION 12. CONFLICTS OF INTEREST. Consultant covenants that neither he/she nor any officer or principal of Consultant have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of the Services. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the Customer or his/her designee. SECTION 13. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the Customer and Consultant. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by all parties. If any term, condition or covenant of this Agreement is held by a court of competent Jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding. SECTION 14. WAIVER. Waiver by any party hereto of any term, condition, or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof. SECTION 15. BINDING EFFECT: COUNTERPARTS. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. This Agreement may be signed in counterparts, each of which shall constitute an original. SECTION 16. DISPUTES. All disputes arising out of or in relation to the Agreement shall be determined in accordance with this section. The Consultant shall pursue the Services to completion in accordance with the instructions of the Customer or his/her designee notwithstanding the existence of dispute. By entering this Agreement, both parties are obligated, and thereby agree, to non-binding arbitration conducted under California Code of CMI Procedure Sections 1280, et, seq., or their successor. SECTION 17. LICENSED STATUS. Consultant shall, at all times during the term of this Agreement, have in full force and effect all licenses required by law necessary for the performance of the Services. SECTION 18. GOVERNING LAW. This Agreement shall be interpreted and construed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of San Bernardino. SECTION 19. INDEMNIFICATION, Eaoh party to this Agreement shall defend, indemnify and hold the other party, its officials, officers, employees, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to, but only to the extent of, any alleged negligent acts or omissions or willful misconduct of such party, its officials, officers, employees, agents, consultants and contractors arising out of this Agreement, including without limitation, the payment of all consequential damages and attorneys' fees and other related costs and expenses. Each party shall defend, at the such party's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the other party, its directors, officials, officers, employees, or agents. Each party shall pay and satisfy any such judgment, award or decree that may be rendered against the other party or its directors, officials, officers, employees, or agents, in any such suit, action or other legal proceeding. Each party shall reimburse the other party and its directors, officials, officers, employees, and/or • ,encs, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the Indemnity herein provided. SECTION 20. INSURANCE. Consultant shall, at its sole cost, insure its activities and indemnification obligations in connection with the Services from the inception of this Agreement and shall keep in force and maintain insurance or self- Insurance as follows: general liability, professional liability, business automobile liability, and workers' compensation and such other insurance as may be necessary to provide coverage for its performance under this Agreement, If the insurance is written on a claims-made form, it shall continue for a period of three years following termination or expiration of this Agreement. The coverage required herein shall not In any way limit the liability of Consultant. Consultant shall report to Customer, in addition to Consultants insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement. SECTION 21. SUBCONTRACT, Consultant may subcontract for services under this Agreement to the extent Consultant deems appropriate, provided that if Consultant makes any changes in its employees or subcontracted personnel that provide direct services under this Agreement to Customer, Consultant shall provide prior notice to Customer. Notwithstanding the above, Customer shall not assign to any subcontractor the performance of this entire Agreement. [SIGNATURES OF PARTIES ON NEXT PAGE) DATED the date as first noted above. CITY OF CHINO HILLS CHINO VALLEY INDEPENDENT FIRE DISTRICT CYNTHIA ':GRAN TIM SHACKELFORD / MAYOR FIRE CHIEF G ATTEST: 04/ f CHERVrBALZ;CITY-CLERK APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORIOY JEFFS'BALLIW R, COUNSEL TO CHINO VALLEY INDEPENDENT FIRE DISTRICT Chin• Valley Fire District Scope of Services—Exhibit A Information Technology Support Services are for the Following: Facilities Supported e Administration Building o Fire Stations(7 total) • Training Facility Support Services Provided Desktop/Notebook Computers Servers o Servers o Physical o Virtual Network infrastructure Backbone Systems o Switches and Routers o Firewall Wide Area Network(WAN)&Internet Access o Provide technical support for Internet&point to point network services Network& Systems Administration o TeleStaff, Exchange, Logos, FS01 —File& Print Services, LaserFiche,ChoFire Domain Controller/Active Directory Server o Barracuda back-up device and offsite storage o Network monitoring and network security administration o Remote Access capabilities(for employees designated by Customer) Help Desk&Desktop Support o Help Desk triage for all technical problems ▪ Help Desk system access for problem ticket generation and tracking ® Patch management services(both desktop&server) e Software distribution services(electronic deployment of software applications to desktop systems) ® Desk side support for hardware break/fix issues as well as software configuration issues Asset Management o Tag, track and monitor all computer assets o Maintain computer inventory and ensure compliance with vendor licensing agreements (i.e., Microsoft) o Asset management reporting SPAM& Web Content Filtering e Barracuda SPAM filter(extend network SPAM appliance for Fire to use) ® Barracuda Web Content Filter(parameters to be defined by fire for web content filtering) VoIP—Phone System e Administer adds, moves,changes and deletes to the VolP system e Provide for handset replacements(per Verizon's contract)as required IT Management Duties(As needed) e Bi-Weekly Meetings e Assistance with IT Budget Preparation e IT Project Management m Reviewing of IT and/or Vendor Contracts e Any Other IT Management Related Tasks Business Applications e ERP System(Logos) o GIS—Extend Chino Hills GIS solution to Fire as it pertains to City of Chino Hills Infrastructure Reporting Service Level Reports G Extend IT SharePoint portal for Fire Chief to track Chino Hills IT performance as well as network monitoring/content filtering end SPAM metrics Out of Scope 6 Dispatch Services Infrastructure for Fire 9 Cell Phones o Printers&Copiers ® Procurement and housing of desktop, notebook and server hardware e Application Training