CITY OF FULLERTON
AMENDMENT NUMBER ONE TO PROFESSIONAL SERVICES AGREEMENT WITH
GLASSBOX TECHNOLOGY, INC.
THIS A MENDMENT NUMBER ONE (“Amendment”) to the Professional Services Agreement is made and entered on this ______ day of _________, 2020, by and between the CITY OF FULLERTON (“City”), and GLASSBOX TECHNOLOGY, INC (“Consultant”).
RECITALS
A. On July 01, 2 020, the City and the Consultant entered into a Professional Services Agreement (“Agreement”) for the Consultant to provide desktop support services for the City’s computer system.
B. As the urgency of the need to update obsolete enterprise software presented itself, and the acquisition of upgraded software necessitates technical expertise and support, the services of the consultant are to support the implementation of the software.
C. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.
D. No official or City employee has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1. Section 1.1 of the Agreement, “Scope of Services ”, is amended t o include the specific software implementation support services outlined within the scope of work in Exhibit “A”.
2. Section 2.1 of the Agreement, “ Compensation,” is amended to include the additional charges in accordance with the fee schedule set forth in Exhibit “A.”
3. The effective date of this Amendment is to commence upon full execution and at the determination of the Consultant once all prerequisite actions for implementation are complete.
4. Except as set forth in this Amendment, all terms and provisions of the Agreement shall remain in full force and effect.
January
20 IN WITNESS WHEROF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers.
C
ITY OF FULLERTON
____________________________
_ Date:___________________
Kenneth A. Domer, City Manager
GL
ASSBOX TECHNOLOGY, INC
____________________________
__ Date:____________________
John O’Hara, Chief Technology Officer
APPR
OVAL AS TO FORM
_________________________
Richard D. Jones, City Attorney
Date:____________________ Tarquin Preziosi, ACA for (Jan 11, 2021 12:12 PST) 1-11-2020
john ohara (Jan 11, 2021 12:41 PST)
john ohara
1/11/2021
Kenneth Domer (Jan 20, 2021 16:25 PST)
Kenneth Domer
January 20, 2021
EXHIBIT A
GLASS BOX TECHNOLOGY, INC.
Statement of Work for City of Fullerton
ONES Support
Glass Box Technology, Inc.
12/9/2020
858-336-7751 December 9, 2020
2 This Statement of Work is made this 9th day of December, 2020 (“Effective Date”), by and between Glass Box Technology Inc., with its principal office located at 1902 Wright Place Suite 200, Carlsbad, CA 92008 (hereinafter referred to as “Supplier”) and The City of Fullerton with its principal place of business at 303 W. Commonwealth Avenue Fullerton, CA 92832 (hereinafter referred to as “Customer”). Supplier and Customer may also be referred individually as “Party” or collectively as “Parties.”
Scope of Work
Glass Box will provide the following staff to the City of Fullerton for the purpose of upgrading the City’s ONES system from version 16.4 to 20.2. The expected length of the project is 6 months. This proposal is based on that assumption.
ERP Project Manager – the ERP Project Manager will provide leadership for the project to upgrade the ONES Enterprise Financials system from version 16.4 to 20.2. Their responsibilities include coordinating upgrade activities on behalf of the City. The upgrade activities include vendor management of Central Square Technologies (CST), system installation, training plans for staff, testing plans by various City functional groups, system testing, unit testing, and end user acceptance. The ERP Project Manager will work with CST to develop a project plan, identify test groups, identify changed functionality, identify new technology requirements for PC browsers and operating systems.
Additionally, the ERP Project Manager will create a catalog of all custom application coding that has been built into the existing ONES system. That catalog will be reviewed with the City’s leadership to determine which applications will be eliminated, which applications will be migrated to the new ONES platform, and what new business processes will be required due to the changes.
The ERP Project Manager will provide regular status updates and meet with City leadership to communicate risks, progress, and identified changes of scope. The ERP Project Manager will lead go live and steady state activities.
858-336-7751 December 9, 2020
3 ERP Analyst – the ERP Analyst will work under the direction of the ERP Project Manager and along with the City of Fullerton team and Central Square Technologies (CST) to implement the new ONES 20.2 Enterprise Financials system. The Analyst will develop system and user acceptance tests. The ERP Analyst will work directly with functional groups to ensure that the new functionality meets business needs, identify areas where process changes are necessary, identify data interfaces that are required, and areas that require custom coding. The ERP Analyst will support go live and steady state activities.
The ERP Analyst will provide technical documentation to the City on all work completed.
Application Developer – the City has numerous applications that are connected to the ONES environment and provide required data and functionality to various departments.
The Application Developer will review current custom applications and identify which applications can be eliminated and incorporated into the standard functionality of the upgraded ONES system with its Cognos database. The Application Developer will establish a code library so that the City maintains active ownership of all new or upgraded code. When developing or updating software applications, the developer will test the functionality and security of the new application code in the ONES development environment prior to deployment into production. The Application Developer will provide technical documentation to the City on all work completed.
Database Programmer – the City has numerous custom applications and custom reports that have been created over time. Using the approved catalog of custom applications and reports, the Database Programmer will build out reporting in the new Cognos system. Databases will be either migrated to Cognos or determined to require a standalone database server. The Database Programmer will be responsible for the migration and testing of these reports and functionality of custom applications that connect to the custom databases. The Database Programmer will provide technical documentation to the City on all work completed.
858-336-7751 December 9, 2020
4 Project Costs
Labor will be charged as accrued and billed monthly under the terms of the contract.
Please note these estimates are for budgetary purposes only and are subject to change depending upon client needs and/or revisions to the statement of work. Any tasks not specifically noted in the Project Scope above are not included as part of this statement of work.
Description Hrs/Week Weeks Rate Est. Cost
ERP Analyst 40 26 $250.00 $260,000.00
Sr. Project Manager 32 26 $250.00 $208,000.00
Application Developer 20 16 $250.00 $80,000.00
Database Programer 20 16 $250.00 $80,000.00
Final Price: $628,000.00
*Plus reasonable expenses, which include but are not limited to out-of-town travel, meals and lodging, photocopies, and printing, per diem based on GSA schedules and applicable taxes.
858-336-7751 December 9, 2020
5 Additional Information
• Pre‐Scheduled Work is when Customer notifies Supplier at least three business days in advance of date/time
• Supplier makes no guarantee that resources will be available to respond to emergency requests. Unscheduled requests will be handled using commercially reasonable efforts only.
• Normal Business Hours (NBH) are defined as Monday through Friday 8am‐5pm, except for Supplier holidays.
• A minimum of four hours shall be charged for any work done onsite. • A minimum of one hour shall be charged for any work done remotely. • All work shall be billed in 30‐minute increments after any minimums have been applied.
• All materials used shall be billed separately.
• Services rendered will be deducted from the posted purchase order. Any purchase order issued under this SOW shall expire within one (1) year of issuance.
• Regular statements of the balance of the agreement will be provided. When the balance has been depleted, further Services are conditioned on Customer’s issuance of a new purchase order under this SOW. A new agreement or change request is not required unless Supplier pricing has changed
858-336-7751 December 9, 2020
6 Period of Supplier Performance
Commencement and Completion dates represent a proposed one-year term; actual term will be from the date of the purchase order until the expiration of the last purchase order issued hereunder. Either Party may terminate the SOW for any reason on thirty (30) days prior written notice to the other Party. Upon any such termination, Supplier will be paid all fees and expenses which have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Additionally, in the event Customer cancels any Services with less than one (1) week prior notice, Customer shall reimburse Supplier for any non‐refundable expenses incurred in preparation for such cancelled Services.
Fees and Payment
• THE PRICING IN THIS SOW IS VALID FOR 60 DAYS FROM DELIVERY TO THE CUSTOMER.
• CUSTOMER SHALL PAY, IN ACCORDANCE WITH THE RELEVANT TERMS AND CONDITIONS OF THE AGREEMENT, A FEE FOR SUPPLIER’S PERFORMANCE OF SERVICES FOR THE PROJECT.
• EXCEPT PURSUANT TO A CUSTOMER REQUEST, CUSTOMER WILL ONLY BE BILLED FOR SERVICES RENDERED, WITH PRIOR CUSTOMER APPROVAL. UNDER NO
CIRCUMSTANCES SHALL ANY PURCHASE ORDER FURNISHED BY CUSTOMER BE
CONSTRUED AS A MINIMUM PURCHASE COMMITMENT ON THE PART OF CUSTOMER.
• PAYMENTS ARE DUE TO SUPPLIER WITHIN 30 DAYS AFTER CUSTOMER’S RECEIPT OF AN INVOICE AGAINST THIS AGREEMENT.
858-336-7751 December 9, 2020
7 Disclaimer
• SUPPLIER WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM THE SERVICES, TO THE EXTENT THAT THE FAILURE IS CAUSED BY CUSTOMER’S LACK OF COOPERATION.
• SUPPLIER WILL NOT BE HELD RESPONSIBLE FOR DATA LOSS. BACKUPS SHOULD BE PERFORMED PRIOR TO WORK STARTING. ALL DATA IS THE RESPONSIBILITY OF THE CUSTOMER.
• SUPPLIER WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE COMPLIANCE.
SOFTWARE LICENSE COMPLIANCE IS BETWEEN THE CUSTOMER AND THE SOFTWARE COMPANY.
• SUPPLIER WILL NOT BE HELD FOR ADDITIONAL WORK NOT LISTED IN THIS SOW.
AN ADDENDUM MUST BE WRITTEN AND APPROVED BY BOTH SUPPLIER AND THE CUSTOMER BEFORE ADDITIONAL WORK CAN BE STARTED.
• SUPPLIER WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM HEREUNDER DUE TO CAUSES BEYOND ITS REASONABLE CONTROL (INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, FIRE, FLOOD, WAR,
EXPLOSION, SABOTAGE, TERRORISM, EMBARGO, CIVIL COMMOTION, ACTS OR
OMISSIONS OF ANY GOVERNMENT ENTITY, SUPPLIER DELAYS,
COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE
MALFUNCTION, OR LABOR DISPUTES).
• SUPPLIER WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM RELATED TO CUSTOM CONFIGURED OR SPECIALIZED HARDWARE OR SOFTWARE NEEDING MODIFICATION BY THE MANUFACTURER.
• SUPPLIER WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM RELATED TO DATA CONVERSION BEING PERFORMED BY CUSTOM CONFIGURED OR SPECIALIZED SOFTWARE MANUFACTURER.
• CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS ALL RIGHT, TITLE AND
INTEREST IN AND TO ANY DATA FURNISHED IN CONNECTION WITH THE SERVICES
AND/OR THAT IT HAS OBTAINED ALL NECESSARY CONSENTS, PERMISSIONS AND
RELEASES NECESSARY FOR SUPPLIER TO PERFORM ITS OBLIGATIONS UNDER THIS SOW.
858-336-7751 December 9, 2020
8 SOW Acceptance
Each Party hereby acknowledges and confirms that it has read this SOW and accepts and approves the scope of work and terms and conditions. Each Party understands that should additional work be required that by its nature could not have been known or determined at the time this SOW was executed, a mutually agreeable written change- order describing the additional work and any related expenses will be required.
This SOW must be signed and returned before work can begin. Please sign and return to Supplier.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
Partner: Glass Box Technology Client: City of Fullerton
By:
By:
Name: John O’Hara Name:
Title: CTO Title:
Date: Date:
Glassbox_Ones_Support_Amendment1
Final Audit Report 2021-01-21
Created: 2021-01-11
By: Taylor Samuelson ([email protected]) Status: Signed
Transaction ID: CBJCHBCAABAAiF0HkDkvnQj3F8o2MXlyIK9KUKZaTCJE "Glassbox_Ones_Support_Amendment1" History
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