CITY OF FULLERTON
AMENDMENT NUMBER TWO TO PROFESSIONAL SERVICES AGREEMENT WITH
GLASSBOX TECHNOLOGY, INC.
THIS AMENDMENT NUMBER TWO (Amendment") to the Professional Services Agreement is made and entered on this 14th day of March, 2022, by and between the CITY OF FULLERTON, a California municipal corporation ("City"), and GLASSBOX TECHNOLOGY, INC., a California Corporation ("Consultant ).
WITNESSETH:
A. On July 01, 2020, 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. On January 20, 2021, the City and the Consultant entered into Amendment Number One to the Agreement to amend the scope of services to support implementation of an update to obsolete enterprise software.
C. The City and the Consultant desire to amend the Agreement to amend the scope of services to include certain software implementation support services as set forth herein.
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 to include the specific software implementation support services outlined within the scope of work in Exhibit "A" attached
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. Except as set forth in this Amendment, all terms and provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEROF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers as of the date set forth above.
CITY OF FULLERTON
Date: 3-22-2022
Jeffrey W. Collier, Acting City Manager
GLASSBOX TECHNOLOGY, INC.
John O Hara Date: 3/16/22
John O'Hara, Chief Technology Officer
APPROVAL AS TO FORM
321.22
Date:
Richard D. Jones, City Attorney
EXHIBIT A
Additional Scope of Services and Compensation
GLASS BOX TECHNOLOGY, INC.
Statement of Work for City of Fullerton
Central Square Finance Enterprise v20.x Upgrade
CIT
CALIFORNID
LASS
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TECHNOLOGY
Glass Box Technology, Inc.
3/8/2022
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This Statement of Work is made this 8th day of March, 2022 ("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 "Glass Box") and The City of Fullerton, with its principal place of business at 303 W. Commonwealth Avenue, Fullerton, CA 92832 (hereinafter referred to as "Fullerton"). Glass Box and Fullerton may also be referred individually as "Party" or collectively as "Parties." Scope of Work
Glass Box has been retained by Fullerton to provide a Senior Consultant, Business Analysts and Engineer for the management and implementation of the Finance Enterprise (ONES) upgrade from v16.x to v20.x.
Due to vendor software issues go-live has been delayed three times. Consumption of the existing project budget has gone toward: support for escalating and troubleshooting vendor software issues and scope has been added to eliminate external program integrations, set up out of the box software functionality, test and secure user roles and enhance system workflow functions to streamline business process.
The scope and tasks below detail the remaining activities necessary to Go-Live on Finance Enterprise (ONES) v20.x, the development of the Chart of Accounts. This funding will also be able to support the ability to begin working on some priority Phase I| enhancements that will improve the functionality and workflows for ASD and additional ancillary departments using Finance Enterprise (ONES).
Scope
• Provide support to escalate and troubleshoot software issues with vendor • Finalize all remaining training, support, and system set-up prior to Go-Live, including added scope items
• Perform all Go-Live readiness and Go-Live activities
• Provide post Go-Live support
• Manage project to the completion and fulfillment of original scope • Provide all key project documentation and support to Fullerton post Go-Live • Provide support to develop Chart of Accounts (CoA) and map to Finance Enterprise (ONES)
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• Provide management, set up and training for system enhancements defined to help streamline ASD and additional departments processes and workflows Tasks
The Project Manager, Business Analysts and Engineer will perform the following:
• Business Analyst and Engineer to continue to complete troubleshooting and implement the email / automated workflow approval process (added scope) • Project Manager and Business Analyst to continue to coordinate and support of any questions/training needs for new claim voucher process (added scope) • Project Manager to continue to complete security testing for payroll jobs (added scope)
• Engineering to continue to work on QSI troubleshooting and upgrade (added scope
• Engineering to work on system stability issue troubleshooting • Business Analysts to support to finalize remaining Core Finance UAT and assist with questions/training prior to Go-Live
• Project Manager and Business Analysts to host remaining steering committee meetings through project completion
• Project Manager and Business Analysts to prepare and review updated go-live readiness / check lists and coordinate data refresh / checklist activities with vendor
• Go-Live:
• Engineering support for Go-Live backup and restore process and system readiness for go live. Also help with any technical issues as needed. • Business Analyst to provide support to all core finance teams in place of vendor
• Business Analyst to enter ACH data into ONES v20.x post data refresh (added scope)
• Project Manager and Business Analysts to perform validation / spot checks within system after data refresh before system is released to staff • Post Go-Live:
• Business Analyst to help with any clean-up / remediation post Go-Live and support for any questions/training needs
• Engineer to build test environment and schedule system maintenance, backups etc.
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• Business Analyst and Engineer to work with vendor to connect Employee Online
• Project Manager to complete and turn over all closure activities and documentation (update all project workbook documentation, training materials, SharePoint, on-going support structure and system maintenance plan) • Chart of Accounts:
• Demonstrate Project Ledger setup in ONES
• Review Fullerton CoA draft and restructure/renumber as necessary, derive suggested org code numbers
• Revise/refine CoA based as needed based on meetings and feedback • Build out vendor Account Master (org plus object) based on valid ONES GLUUP budgets/history of transactions
• Discuss/define vendor Character Codes and Budget Rollup Groups • Apply Character Codes & Budget Rollup groups to the vendor CoA • Build out vendor CoA workbook
• Review CoA in system with Fullerton and modify as necessary • Set up and participate in necessary meetings with Fullerton to review/discuss CoA requirements, best practices advisory, mapping and project status
• Project Manager and Business Analysts to coordinate, implement and provide training of defined work efforts for Phase II enhancements across Payroll, GL, Procurement/PO, Workflows, Security, AP, HR, and Reporting.
Assumptions:
• Scope of work will be completed by a collaborative vendor effort managed and technically implemented by Glass Box
• Vendor statements of work, quotes and invoices will be routed to City of Fullerton for processing via Glass Box
• Hours detailed in Cost Estimate may fluctuate between team members defined based on scope worked throughout implementation.
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Project Costs
Description Hrs Rate/hr. Total
Senior Business Analyst 100 $165.00 $16,500.00
Senior Project Manager 100 $250.00 $25,000.00
Senior Engineer 14 $250.00 $3,500.00
Project Total $45,000.00
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TECHNOLCGY
858-336-7751 March 8, 2022
Additional Information
• Pre-Scheduled Work is when Fullerton notifies Glass Box at least three business days in advance of date/time
• Glass Box 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 Glass Box 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 Fullerton's issuance of a new purchase order under this SOW. A new agreement or change request is not required unless Glass Box pricing has changed 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, Glass Box 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 Fullerton cancels any Services with less than one (1) week prior notice, Fullerton shall reimburse Glass Box for any non-refundable expenses incurred in preparation for such cancelled Services. 6 LASS
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Fees and Payment
• THE PRICING IN THIS SOW IS VALID FOR 60 DAYS FROM DELIVERY TO FULLERTON. • FULLERTON SHALL PAY, IN ACCORDANCE WITH THE RELEVANT TERMS AND
CONDITIONS OF THE AGREEMENT, A FEE FOR GLASS BOX'S PERFORMANCE OF SERVICES FOR THE PROJECT.
• EXCEPT PURSUANT TO A FULLERTON REQUEST, FULLERTON WILL ONLY BE BILLED FOR SERVICES RENDERED, WITH PRIOR FULLERTON APPROVAL. UNDER NO
CIRCUMSTANCES SHALL ANY PURCHASE ORDER FURNISHED BY FULLERTON BE
CONSTRUED AS A MINIMUM PURCHASE COMMITMENT ON THE PART OF FULLERTON.
• PAYMENTS ARE DUE TO GLASS BOX WITHIN 30 DAYS AFTER FULLERTON'S RECEIPT OF AN INVOICE AGAINST THIS AGREEMENT.
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Disclaimer
• GLASS BOX WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM THE SERVICES,
TO THE EXTENT THAT THE FAILURE IS CAUSED BY FULLERTON'S LACK OF COOPERATION.
• GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DATA LOSS. BACKUPS SHOULD BE PERFORMED PRIOR TO WORK STARTING. ALL DATA IS THE RESPONSIBILITY OF FULLERTON.
• GLASS BOX WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE COMPLIANCE.
SOFTWARE LICENSE COMPLIANCE IS BETWEEN FULLERTON AND THE SOFTWARE COMPANY.
• GLASS BOX WILL NOT BE HELD FOR ADDITIONAL WORK NOT LISTED IN THIS SOW.
AN ADDENDUM MUST BE WRITTEN AND APPROVED BY BOTH GLASS BOX AND FULLERTON BEFORE ADDITIONAL WORK CAN BE STARTED.
• GLASS BOX 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).
• GLASS BOX 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.
• GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM RELATED TO DATA CONVERSION BEING PERFORMED BY CUSTOM CONFIGURED OR SPECIALIZED SOFTWARE MANUFACTURER.
• FULLERTON 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 GLASS BOX TO PERFORM ITS OBLIGATIONS UNDER THIS SOW.
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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 Glass Box.
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: John O'Hara By:
Name: John O'Hara Name:
Title: CTO Title:
Date: Date:
3/16/22