City Council - Successor Agency - Housing Authority
February 7, 2023

CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
GLASS BOX TECHNOLOGY, INC.

THIS AGREEMENT is made and entered into this 1st day of July 2022 (" Effective Date"), byandbetweentheCITYOFFULLERTON, a Californiamunicipalcorporation ("City"), and Glass Box Technology, Inc., a California corporation (" Consultant").

WITNESSETH:

A. Cityproposesto utilizethe servicesof Consultantas an independentcontractorto providecertainInformationTechnologyServiceManagement, asmorefullydescribedherein.

B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice andperformthe serviceshereincontemplated.

C. CityandConsultantdesireto contractforthespecificservicesdescribedherein, and desire to set forth their rights, duties and liabilitiesin connectionwith the servicesto be performed.

D. No official or employeeof City has a financial interest, within the provisionsof 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. 0. SERVICES PROVIDED BY CONSULTANT

1. 1. Scope of Services. Consultant shall provide the professional services described in the [ Services & Fees Schedule attached hereto as Exhibit " A"] and incorporated herein by this reference.

1. 2. Professional Practices. All professional services to be provided by Consultant pursuanttothisAgreementshallbeprovidedbypersonnelexperiencedintheirrespectivefields andin a mannerconsistentwith the standardsof care, diligenceand skill ordinarilyexercisedby professionalconsultantsin similar fields and circumstancesin accordancewith sound professional practices. Consultant also warrants that it is familiar with all laws and regulations thatmayaffectits performanceof thisAgreementandshalladviseCityof anychangesin any laws that affect Consultant's performance of this Agreement.

1. 3. _ Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonablesatisfactionof the City, in accordancewiththe applicableprofessionalstandardof care, City specifications and this Agreement. Evaluations of the work will be done by the City Manageror hisdesignee. Ifthe qualityof workisnotreasonablysatisfactory, Cityin itsdiscretion has the right to:
a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
b) Require Consultant to repeat the work at no additional fee until it is reasonably satisfactory; and/or
Glass Box IT Service Management PSA 2022
c) Terminate the Agreement as hereinafter set forth.

1. 4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnifyandholdharmlessCityfrom and againstall independentthird partyclaims, demands, payments, suits, actions, proceedings, andjudgmentsof everynatureand descriptionincluding attorneys' feesandcosts, presented, brought, or recoveredagainstCityfor, or on accountof any liability under any of the above -mentionedlaws, which are incurredby reasonof Consultant's breach of this Agreement.

1. 5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, norpermititsagentsto engagein, discriminationinemploymentof personsbecauseoftheirrace, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permittedpursuant to Section 12940 of the Government Code.

1. 6. Non - Exclusive A reement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1. 7. Delegation and Assignment. ment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consentof City. Consultantmayengagea subcontractor(s) as permittedby lawandmayemploy personnelto performservicescontemplatedby thisAgreementat Consultant's solecostand expense.

1. 8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City unless such disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant' s covenant under this Section shall survive the termination of this Agreement.

2. 0. COMPENSATION AND BILLING

2. 1. Compensation. Consultant shall be paid in accordance with the [fee schedule set forth in Exhibit A- C].

2. 2. Additional Services. Consultant may perform the [additional services described in Exhibits " B" and " C"] attached hereto and incorporated herein by this reference if specifically engagedto do so by City. Consultantshall not receivecompensationfor any servicesprovided outside the scope of services specified in [Exhibit A-C] unless the City or the Project Manager for this Project, prior to Consultantperformingthe additionalservices, approvessuch additional GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022
services in writing. It is specifically understood that oral requests and/ or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2. 3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant' s services which have been completed. City shall pay Consultant' s invoice within fourty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion.

Any additionalservicesapprovedandperformedpursuantto thisAgreementshall be designated as " Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2. 4. Records and Audits. Records of Consultant' s services relating to this Agreement shall be maintained by Consultant and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.

2. 5. W- 9. Consultant must provide City with a current W-9 form prior to the commencement of work under this Agreement. It is the Consultant' s responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.

3. 0. TIME OF PERFORMANCE

3. 1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner may be grounds for termination of this Agreement.

3. 2. Excusable Delays. Neither party shall be responsible for delays or lack of performanceresultingfrom actsbeyondthe reasonablecontrolof the partyor parties. Suchacts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.

4. 0. TERM AND TERMINATION

4. 1. Term. This Agreement shall commence on the Effective Date and continue through June 30, 2023. By mutual agreement, the term may be extended for an additional three- year periodthroughJune 30, 2026 with two one-year optionsto renew, unless terminatedas provided herein.

4. 2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspendingor abandoningthe executionof all or any part of the work contemplated by thisAgreement, with or withoutcause, at anytime, by providingwrittennoticeto Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4. 3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022
on the percentageof work completedas of the effectivedate of terminationin accordancewith the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effectivedate of terminationof this Agreement, considerationshall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documentspertainingto the servicescontemplatedhereinwhetherdeliveredto the City or in the possession of the Consultant.

4. 4. Documents. In the event of termination of this Agreement, all documents prepared by Consultantin its performanceof this Agreementincluding, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten ( 10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

6. 0. INSURANCE

5. 1. Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to propertywhich may arisefrom or in connectionwith the performanceof the work hereunderby Consultant, its agents, representatives, employees or subcontractors. Consultant shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration, or termination of this Agreement.

Nothingin this sectionshall be construedas limitingin any way, the Indemnificationand Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.

5. 2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. Consultant shall maintain commercial generalliabilityinsurancecoveragein a form at leastas broadas ISO Form #CG 00 01, with a limit of not less than $ 1,000, 000 each occurrence. If such insurance contains a general aggregate limit, it shallapplyseparatelyto the Agreementor shallbetwicethe requiredoccurrencelimit.

B. Business Automobile Liability Insurance. Consultant shall maintain business automobileliabilityinsurancecoveragein a format leastas broadas ISOForm # CA 00 01, with a limit of not less than $ 1, 000, 000 each accident. Such insurance shall include coverage for owned, hired and non - owned automobiles.

C. Workers' Compensation and Employers' Liability Insurance. Consultant shall maintain workers' compensation insurance as required by the State of California and employers' liability insurance with limits of not less than $ 1, 000, 000 each accident.

D. Technology Professional Liability Errors & Omissions Insurance. Consultant shallmaintainprofessionalliabilityinsuranceappropriateto Consultant's professionwitha limitof not less than $2,000, 000. If policy is written as a "claims made" policy, the retro date of the policy shallbe priorto the startof the contractwork. Coverageshall be sufficientlybroadto respondto the duties and obligations as is undertaken by Consultant in this Agreement and shall include but not be limited to claims involving infringement of intellectual property, including but not limited to GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines, penalties and credit monitoring expenses with limits sufficient to respond to these obligations. The policy shall include, or be endorsed to include, propertydamageliabilitycoveragefor damagedto, alterationof, lossof, ordestructionof electronic data and/or information " property" of the CITY in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" of the CITY may be endorsed onto the Consultant's Cyber Liability Policy as covered property.

E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance coverage with a limit of not less than $2,000,000 per claim and $2,000,000 aggregate. Coverage shallbe sufficientlybroadto respondto thedutiesandobligationsas is undertakenbyConsultant in this Agreement and shall include but not be limited to claims involving security breach, system failure, data recovery, businessinterruption, cyberextortion, socialengineering, infringementof intellectualproperty, includingbut notlimitedto infringementof copyright, trademark, tradedress, invasionof privacyviolations, informationtheft, damageto ordestructionofelectronicinformation, releaseof privateinformation, alterationof electronicinformation, extortionandnetworksecurity.

Thepolicyshallprovidecoveragefor breachresponsecostsaswellas regulatoryfines, penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

5. 3. Deductibles and Self -Insured Retentions. Any deductible or self -insured retention must be declared to and approved by City.

5. 4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

A. Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arisingout of work or operationsperformedby or on behalfof Consultant, includingmaterials, partsor equipmentfurnishedin connectionwith suchwork or operations. Such coverage as an additional insured shall not be limited to the period of time during which Consultant is conducting ongoingoperationsfor Citybutrather, shallcontinueafterthecompletionof suchoperations. The coverage shall contain no special limitations on the scope of its protection afforded to City, its officers, employees and volunteers.

B. Commercial General Liability. This insurance shall be primary insurance as respectsCity, its officers, employeesandvolunteersand shall applyseparatelyto each insured against whom a suit is brought or a claim is made. Any insurance or self-insurance maintained by City, its officers, employeesand volunteersshall be excessof this insuranceand shall not contribute with it.

C. Technology Professional Liability Errors & Omissions. If the Technology Professional Liability Errors & Omissions policy or any policy required herein, is written on a claims made" form, the Retroactive Date must be shown and must be before the date of the contract or beginning of contract work. The insurance must be maintained and evidence of insurancemust be providedfor at least (5) yearsafter completionof the contractwork. If the coverage is canceled or non -renewed and not replaced with another claims -made policy form with a RetroactiveDate priorto the contracteffectivedate, the Consultantmustpurchase "extended reportingcoverage" fora minimumoffive (5) yearsaftercompletionofwork.

GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022
D. Workers' Compensation and Employers' Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

E. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty ( 30) days' prior written notice by certified mail, return receipt requested, has been given to City.

If Consultant maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintainedby Consultant. Any available insuranceproceedsin excess of the specified minimum limits of insurance and coverage shall be available to City.

F. Subcontractors. Consultant shall require and verify that all subcontractors maintaininsurancemeetingall the requirementsstatedhereinand Consultantshallensurethat City is an additional insured on insurance required from subconsultants.

G. Special Risks or Circumstances. City reserves the right to modify these requirements, includinglimits, basedonthenatureof the risk, priorexperience, insurer, coverage or other special circumstances.

5. 5 Acceptability of Insurers. All required insurance shall be placed with insurers acceptableto City with current BEST'S ratings of no less than A, Class VII. Workers' compensation insurance may be placed with the California State Compensation Insurance Fund.

All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretionof City, insuranceprovidedbynon -admittedorsurpluscarrierswitha minimumBEST'S ratingof no lessthan A- ClassX may be acceptedif Consultantevidencesthe requisiteneedto the sole satisfaction of City.

5. 6 Verification of Coverag . Consultant shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self - insured retentions.

Additionally, Consultantshall furnish copies of all policy endorsementsrequired herein. All certificates and endorsements must be received and approved by City before work commences.

City reservesthe right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

6. 0. GENERAL PROVISIONS

6. 1. Entire Agreement. This Agreement constitutes the entire agreement between the partieswith respectto any matter referencedherein and supersedesany and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the partiesin interestat the time of suchmodification. The termsof this Agreementshallprevail over any inconsistentprovisionin any other contractdocumentappurtenanthereto, including exhibits to this Agreement.

6. 2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly GLASS BOX TECHNOLOGY, INC.

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provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6. 3. Project Managgrs. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6. 4. Notices. Any notices, documents, correspondence or other communications concerningthisAgreementortheworkhereundermaybeprovidedby personaldelivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflectedby the officialU.S. postmarkif such communicationis sentthrough regular United States mail.

IF TO CONSULTANT:

Glass Box Technology, Inc.
2855 Camino Serbal
Carlsbad, CA 92009
Attn: John O' Hara
IF TO CITY:

City of Fullerton
303 W. Commonwealth Ave.

Fullerton, CA 92832
Attn: City Manager

6. 5. Attorneys' Fees. In the event that litigation is brought by any party in connection withthis Agreement, the prevailingpartyshall be entitledto recoverfrom the opposingpartyall costsandexpenses, includingreasonableattorneys' fees, incurredby the prevailingpartyin the exerciseof any of its rights or remedieshereunderor the enforcementof any of the terms, conditions, or provisions hereof.

6. 6. Governing Law. This Agreement shall be governed by and construed under the lawsof the Stateof Californiawithoutgivingeffectto that body of laws pertainingto conflictof laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

6. 7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, subletorencumberall oranypartofConsultant's interestinthisAgreementwithoutCity's priorwrittenconsent. Any attemptedassignment, transfer, sublettingor encumbranceshall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardlessof City's consent, nosublettingorassignmentshallreleaseConsultantof Consultant's obligationto performall other obligationsto be performedby Consultanthereunderfor the term of this Agreement.

GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022

6. 8. Indemnification and Hold Harmless. To the fullest extent of the law, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Consultant' s sole expense, from and against claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, and employees arising out of the negligence or willful misconduct in the performance by the Consultant, its employees, and/ or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/ or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Consultant, its employees, and/ or authorized subcontractors, and/ or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work performedbyConsultant, itsemployees, and/or authorizedsubcontractorsunderthis Agreement, whether or not Consultant, its employees, and/ or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits to the extent arising out of the negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant' s Proposal, which shall be of no force and effect.

6. 9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant' s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6. 10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby GLASS BOX TECHNOLOGY, INC.

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agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributionto be paid by City for employercontributionand/or employeecontributionsfor PERS benefits.

6. 11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6. 12. Ownership of Documents. All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnishedor preparedby Consultantor anyof its subcontractorsin the courseof performanceof this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the priorconsentof City. Any useof suchdocumentsfor otherprojectsnot contemplatedbythis Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's useof suchdocumentsfor otherprojectsnotcontemplatedby this Agreementor use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6. 13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuantto this Agreementand providedto Citymaybe subjectto publicdisclosureas required by the California Public Records Act ( California GovernmentCode Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254. 7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6. 14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant' s services under this agreement, including, but not limited to, the Political Reform Act ( Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultantand its officers, employees, associatesand subconsultants shall not, without the prior written approval of the City Representative, perform workfor anotherpersonor entityfor whomConsultantisnotcurrentlyperformingworkthatwould require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6. 15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish reasonable clarification and/ or explanation as may be requiredby the City's representative, regardingany services renderedunderthis Agreement at no additional cost to City. In the event that an error or omission attributable to Consultantoccurs, withoutprejudiceto any otherremedyto whichCity may be entitledto at law GLASS BOX TECHNOLOGY, INC.

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or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the reasonable satisfaction of City and to participate in reasonably necessary meetings required with regard to the correction. In addition, Consultant shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

6. 16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6. 17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6. 18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6. 19. No Third Party Beneficia Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6. 20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6. 21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6. 22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6. 23. Waiver. The delayor failureof eitherpartyat anytimeto requireperformanceor compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6. 24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022
provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6. 25. Counteroarts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6. 26. Corporate Authority,. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF FULLF. P.TBN
Date:

Eric J. Wift` Pil; Manager
CONSUL
y-- col
Jun 28 2022john Ohara (Jun 28, 202216: 55 PDT) Date: '
John O' Hara, President
On File
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
1! 2zRicharip nes :Jun28, 202217:14PDT
Richard D. Jones, City Attorney
GLASS BOX TECHNOLOGY, INC.

Glass Box IT Service Management PSA 2022

EXHIBIT A

SERVICES & FEES
GLASS BOX TECHNOLOGY, INC.

Statement of Work for City of Fullerton
IT Service Management
C/FORS%
LASS
BOX

TECHNOLOGY
Glass Box Technology, Inc.
6/ 15/ 2022
LASS
BOX
858- 336- 7751 June 15, 2022
This Statement of Work is made this 15th day of June, 2022 (" Effective Date"), by and between GlassBoxTechnologyInc., with its principaloffice located at 1902Wright 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 Fullertonmayalsobe referred individually as "Party" or collectively as "Parties." 1• 1
Glass Box Technology will provide City of Fullerton IT support and manages services listed below for a Hear term with optional 4th and 5th years.

Services Glass Box will provide-

1. Infrastructure Management
Glass Box will provide Infrastructure Management services to support continuous operations of Cityfunctions. Theseserviceswill be provided Mondaythrough Fridayfrom 7amto 5pm and on call as emergencies occur. These services are provided for the City's current facilities ( See Appendix A). Around the clock services (24X7X365) are available if the City would prefer that level of service.
o Data Center and Cloud IaaS Management and Operations
Support the data center facilities and work in conjunction with City to maintain the facility in a manner that will support City's servers and attached storage device requirements.

Supervise facilities maintenance activities related to the data center.

Communicate any issues to the City that relate to facility environmental systems, engineering design, and facility subcontractor performance as appropriate.

Provide monthly reports on network related activities, including but not limited to, service interruptions, outages, and other metrics as requested by the City.

Monitor and enforce the DataCenterAccessListprovided by City. o Server management
Perform routine system maintenance, management and monthly system and/ or security patching of all systems, servers, and like devices. Activities will be scheduled in coordination with other parties within the City who manage system environments that may be impacted by the changes, such as the Fullerton Police and Fire Departments, and Public Utilities SCADA group.

Plan and implement necessary software changes and upgrades for 2 0 BOX
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operating system and enterprise applications. ( See Appendix D for distinction between operations managementand project work) Coordinate, document and track all changes using IT Service Management disciplines.

Provideproblemmanagementandinteractasnecessarywith third -party suppliers.

Maintain inventory of operating systemreleaselevels, patches, hardware shipping and receiving, raised floor space requirements, equipment placement, cabling, fiber, and connectivity details in the IT Service Provider' s CMDB.

Perform operating system software tuning as required to maintain expected application performance.

Apply preventive and corrective maintenance to all system level software operating system and other non -application software).

Maintain current versionor minus1for all serverswith Cityapprovalor as otherwise mutually agreed in writing.

Implement systemsto monitor systemshealth, capacity, performanceand systems environment.

Collectand report on performancedata and trends monthly.

Provide performance management functions and, in conjunction with the City, establish performancemonitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all platforms.

Analyzeperformancestatisticsandmakerecommendationsto City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems.

Confirm that the City's server environment is in compliance with the licensing, software support and assurance requirements.

Maintain production operation, integrity and security of the server environment in accordance with vendor and manufacturer specifications.

Evaluate, maintain, and ensure redundancies within the server environments.

Usecapacity modeling processesand tools to project the effects of new business and workload changes or when large configuration changes are performed in the environment on requestof City.

Keep maintenance records for all servers in the CMDB and ensure documentation and recoverability of server configurations. o Printer management
Provideprinter definition andautomated monitoring of print queues.

Provide problem resolution to include resetting or purging jobs as necessary.

Optimize print queues, standardizedrivers, and namingconventions. q
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Provide utilization statistics of existing print fleet and present options for reducing print costs in appropriate areas.
o Software Licensing Management
Provide reports on software utilization and manage renewal agreements o Storage Management and Data Protection
Provide capacity management and planning processes, consisting of short term and long-term planning, forecasting resource requirements, and analyzing and reporting resource trends.

Use capacity modeling processes and tools to project the effects of new business and workload changes or when large configuration changes are performed in the environment on request of City.

Support the City' s disk -to -disk ( D2D) backup and recovery solution consisting of D2D hardware, virtual tape library, software and maintenance.

Maintain and perform backup schedules and retention periods in accordance to City retention policies.

Restore server files based on the restore procedures.

Optimize backups to ensure full server Virtual Machine Disk ( VMDK) server restores in addition to file level restores.

Collect and report on performance data and trends.

Provide performance management functions and establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all platforms.

Report appropriate performance statistics.

Analyze performance statistics and make recommendations to City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems.

Perform routine system maintenance, management and monthly system and/ or security patching of all systems, servers, and like devices.

Confirm that the City' s storage environment is in compliance with the licensing, software support and assurance requirements.

Maintain production operation, integrity and security of the storage environment in accordance with Vendor and Manufacturer specifications.

Evaluate, maintain, and ensure redundancies within the storage environments.

Provide problem management and interact as necessary with third - party suppliers.

Maintain inventory of operating system release levels, patches, hardware shipping and receiving, raised floor space requirements, equipment placement, cabling, fiber, and connectivity details in the IT Service Provider' s CMDB solution.
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Perform operating system software tuning as required to maintain expected application performance.

Apply preventive and corrective maintenance to all system level software operating system and other non -application software).

Maintain current version or minus 1 with City approval or as otherwise mutually agreed in writing.

Implement systems to monitor systems health, capacity, performance and systems environment.
o Database Management
Provide Database Services to plan, install, and maintain the Database Management System ( DBMS) operating environment to support DBMS softwa re.

Install and upgrade all system level software or DBMS related application software requiring super user access.

Configure and test the DBMS system environment.

Implement the DBMS start up and shutdown processes.

Apply preventive and corrective maintenance to all DBMS system level software.

Provide an initial full database back up followed by subsequent incremental backups of the DBMS system environment once installation is complete.

Provide problem/ incident management and interact as necessary with third - party vendors.

Provide system DBMS monitoring against predefined DBMS monitoring thresholds.

Identify, escalate, and document problems using ITIL problem management processes.

Monitor, verify, and escalate issues as necessary for scheduled DBMS backups and restores.

Perform database backup and restore services as hot backups.

Provide recoverability services, consisting of daily online backups with seven days retention cycle.

Perform database recovery and repairs.

Evaluate and present ways to consolidate and optimize DBMS to the City.

Confirm that the City' s DBMS environment is in compliance with licensing, software support and assurance requirements.

Perform routine system maintenance, management and monthly system and/ or security patching of all systems, servers, and like devices.

Maintain production operation, and integrity and security of DBMS environment in accordance with Vendor and Manufacturer specifications.

Evaluate, maintain, and ensure redundancies with DBMS environments.

Collect and report on performance data and trends monthly.

Provide performance management functions and, in conjunction with the 0 LASS
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City, establish performance monitoring thresholds for major processes.

Provide problem management and interact as necessary with third - party suppliers.

Maintain inventory of operating system release levels, patches, equipment placement, cabling, fiber, and connectivity details in the IT Service Provider' s CMDB solution.

Perform operating system and DBMS software tuning as required to maintain daily operations for Vendor provided services.

Apply preventive and corrective maintenance to DBMS software.

Maintain current version or minus 1 with City approval or as otherwise mutually agreed in writing.

Implement systems to monitor systems health, capacity, performance and systems environment.

Provide performance management functions and, in conjunction with the City, establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of DBMS platforms.

Analyze performance statistics and make recommendations to City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems. o Managed Network Services
Maintain all wiring, routers, firewalls, switches, wireless access points, and other equipment and its configurations and software related to the City network.

Coordinate any performance - impacting network events and provide network management for the detection, isolation, and restoration of network faults.

Perform configuration management for all WAN/ LAN network devices consisting of moves, adds, and changes by maintaining an up- to- date Configuration Management Database ( CMDB). As new hardware is updated or added to the network, the CMDB parameters are recorded and updated accordingly.

Perform trouble isolation and coordination services for City' s network unless otherwise excluded above. This includes isolation, trouble tracking and co-ordination of Vendor or City' s selected vendors for break/ fix services. Operate as a single -point -of -contact for City if network difficulties are experienced. Deploy resources, as necessary, to correct network faults and notify the City in hourly intervals on the status of any ongoing repairs and/ or restorations.

Set up security privileges, maintain passwords, and control who and what level accessis allowed to the City' s network and network devices according to the names and level of access list provided by City.

Communicate and document changes to the systems, network, or 2 BOX
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procedures.

Provide reports on network availability, network utilization, system availability, system performance, system utilization, back up issues, problem/ fault management, file/ memory utilization, and annual file/ memory/ system utilization.

Provide support for management software and agents installed on the supported devices.

Perform alert detection, event correlation, and escalation according to the established incident management process.

Set and revise the polling intervals and time- outs for the device according to the established change management process. Actual polling and time- outs of the device are continuous with standard polling intervals of 15 minutes or less. Polling interval configuration may vary depending on the capabilities of software and the traffic generated on City's network.

Revise alert and threshold settings according to established change management process.

Make recommendations to City for maintenance on supported hardware and software.

Restore all impacted configurations and services according to parameters established in the change management process.

Perform regular and routine installs, moves, adds, and changes ( IMAC) during scheduled change windows according to the established change management process.

Keep maintenance records for all servers and network equipment in the CMDB and ensure documentation and recoverability of network device configurations.

Coordinate maintenance and upgrades with City business units to minimize impact to City operations.

Ensure that only appropriately certified staff make system changes.

Ensure network security and compliance for any regulatory mandates for any department.

Perform routine system maintenance, firmware upgrades, management and monthly system and/ or security patching of all systems, servers, and like devices.

Provide problem management and interact as necessary with third - party suppliers.

Maintain inventory of operating system release levels, patches, hardware shipping and receiving, raised floor space requirements, equipment placement, cabling, fiber, and connectivity details in the IT Service Provider' s CMDB solution.

Perform operation system software tuning as required to maintain daily operations for Vendor provided services.

Apply preventive and corrective maintenance to all system level software operating system and other non - application software). 7 ASS
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Perform network equipment firmware upgrades and enhancements on a twice per year or on an as -needed basis to maintain security or enhance service capabilities.

Implement systems to monitor systems health, capacity, performance and systems environment.

Collect and report on performance data and trends monthly.

Provide performance management functions and, in conjunction with the City, establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all platforms.

Analyze performance statistics and make recommendations to City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems.

Confirm that the City' s network environment is in compliance with the licensing, software support and assurance requirements.

Maintain production operation, and integrity and security of the network environment in accordance with Vendor and Manufacturer specifications.

Evaluate, maintain, and ensure redundancies with network environments. o Network Monitoring
Provide the operational support processes and procedures required for monitoring the in -scope network devices 24/ 7/ 365.

Monitor network performance, capacity, and identify potential limitations before traffic on the network increases to the point that it affects system performance.

Monitor hardware and system software status, process status, and environmental controls and take necessary action based on detected problems or issues as provided in this RFP.

Provide the operational support processes and procedures required for monitoring the in -scope network devices.

Utilize tools to determine all server, network ( WAN/ LAN/ wireless), and storage up/ down status.

Monitor device status and respond to alerts for detected problems.

Identify, escalate, and document problems using the established problem management process. Manage faults and configurations ( including escalating hardware related malfunctions to the hardware supplier for resolution as provided in the vendor maintenance contract).

Monitor, verify, and escalate issues as necessary for backups and restores.

Periodically poll in -scope network devices to determine network accessibility.

Escalate hardware - related malfunctions to the hardware supplier, for resolution as defined in the vendor maintenance contract.

Perform alert detection, event correlation, andescalationaccordingto the established problem management process.
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Revise alert and threshold settings according to established change management process.

Set or revise the polling intervals and time- outs for the device according to the established change management process.

Collect and report on performance data and trends.

Provide performance management functions and establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all platforms.

Report appropriate performance statistics monthly.

Analyze performance statistics and make recommendations to City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems. o Managed Wireless Services
Monitor City' s wireless networks.

Coordinate any performance impacting network events and provide proactive network management for the detection, isolation, and restoration of network faults.

Perform configuration management for all the wireless network devices including IMACs by maintaining online archived configuration databases.

As new hardware is updated or added to the network, the IT Service Provider shall record the changes or additions with the device configuration parameters in the configuration databases.

Perform network equipment firmware upgrades and enhancements on a twice per year or on an as -needed basis to maintain security or enhance service capabilities.

Maintain secureconfigurations of all network devices. Routinely back up configurations for restoration in the event of a failure.

Perform trouble isolation and coordination services for City' s network. This includes isolation, trouble tracking and coordination of vendors or City's selected subcontractor for break/ fix services.

Dispatch on -site technicians to resolve problems as required.

Set up security privileges, maintain passwords, and control who and what level accessis allowed to the City's network and network devices. City is permitted " view" or " read" accessonly. Such definitions will be set up using device -specific security.

Provide support for management software and agents installed on the supported devices.

Perform alert detection, event correlation, and escalation (monitoring only) according to the established problem management process.

Add or delete monitored devicesfrom the managementconsoleaccording to the established change management process.

Set and revisethe polling intervals and time-outs for the deviceaccording 9 LASS
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to the established change management process. Actual polling and time- outs of the device are continuous, and standard polling interval is 15 minutes. Polling interval configuration may vary depending on the capabilities of the SNMP software and the traffic generated on the network.

Revise alert and threshold settings according to established change management process.

Make recommendations to City for maintenance on supported hardware and software.

Collect and report on performance data and trends monthly.

Provide performance management functions and establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all platforms.

Report appropriate performance statistics.

Analyze performance statistics and make recommendations to City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems.

Confirm that the City' s wireless environment is in compliance with the licensing, software support and assurance requirements.

Maintain production operation, integrity and security of the wireless environment in accordance with vendor and manufacturer specifications.

Evaluate, maintain, and ensure redundancies within the wireless environments.

Use capacity modeling processes and tools to project the effects of new business and workload changes or when large configuration changes are performed in the environment on request of City.

Keep maintenance records for all wireless components in the CMDB and ensure documentation and recoverability of wireless configurations. o Managed Internet and Intranet Access
Provide network, hardware and software support for City' s Internet and Intranet access to meet City' s requirements.

Provide network design, redundancies and implementation services.

Network design defines the network architecture and associated details required to meet City' s data communications requirements or needs.

Restore all impacted configurations according to the Incident or Problem Management Process.

Perform regular and routine installs, moves, adds, and changes ( IMAC) during scheduled change windows according to the established change management process.

Ensure supported devices have the proper protocols enabled for effective monitoring and reporting.

Add or delete monitored devices from the management console according 10 OXB
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to the establishedproblem or changemanagementprocess.

Revise alert and threshold settings according to established change management process.

Make recommendationsto Cityfor maintenanceon supported hardware and software.

Collectandreportonperformanceandsecuritydataandtrendsmonthly.

Provideperformancemanagementfunctionsand establishperformance monitoring thresholds for major processes.

Implement changesas necessaryto optimize the security, effectiveness, and efficiency of all platforms.

Analyzeperformancestatisticsandmakerecommendationsto City.

Preparean annual CapacityPlanningReporteach Decemberto anticipate growth and ensurethe continued availabilityof all systems.

Confirm that the City's Internet environment is in compliance with the licensing, software support and assurance requirements.

Maintain productionoperation, integrity and securityof the Internet perimeter environment in accordance with Vendor and Manufacturer specifications.

Evaluate, maintain, and ensure redundancies within the Internet perimeter environments.

Usecapacity modeling processesand tools to project the effects of new businessand workload changesor when large configuration changesare performed in the environment on requestof City.

Keepmaintenance records for all wirelesscomponents in the CMDBand ensure documentation and recoverability of Internet perimeter equipment configurations.
o InnovationandStrategic Planning
Maintain a forward -thinking perspectivethat seeks out emerging technologiesand evaluatesits ability to assistthe City in delivering improved services to internal and external stakeholders.

Identify and communicateopportunities to enhance efficiency and decreaseoperational costsfor City programs.

Developpilot programsto introducenew technologiesto the City's technological environment.

Evaluateimpacts of new technology on the City'sexistingenvironment.

Maintain an innovation road map that provides a snapshot of areasfor improvementandpromisingnewdevelopmentsintechnology.

Develop reports and provide regular innovation updates to a core innovation team aswell aslarger stakeholdergroups as required.

Provideregular communicationsand participate in joint planningas requested by Cityto integrate City's and ITServiceProvider's current and futureplansthatwilldirectlyaffectcurrentandfuturesupportofCity. 11 LASS
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2. CyberSecurityOperations Management and RegulatoryCompliance GlassBoxwill providesecurityoperationsmanagementto theCity, includingmanagementof firewalls, identityservices, antivirus, DLP, anti-ransomwaresoftware, vulnerability management, and3rdpartyriskmonitoring.

SupportCity standardsecuritypoliciessuch as passwordaging, login verification, and control over privileged users.

Provide operational support for firewalls across the entire infrastructure environment and manage IDS/IPSand other advanced threat management applications.

Provideoperationalsupportfor the City's Okta, AzureActive Directory, and Active Directory environments.

Maintain and monitor the City' s Data Loss Prevention ( DLP) rules and violations.

Maintain and monitor the City's Cisco Umbrella anti- ransomware and DNS Security platform. Will recommend blocking high risk cloud -based applications from use by the City's employees.

Maintain and monitor the City's Internet content blocking platform.

Work with City's SecurityOperationsCenter (SOC) vendor to provide visibilityto alert detection, eventcorrelation, andescalation (monitoring only) accordingto the establishedsecuritymanagementprocess.

UseCitystandardprocessesandactivitiesneededto create, modify, and deletesystemlogonIDs. Theseprocessesalsoprovideawayto receiveand respondto user problemsin the areaof sign -on difficulties, password resets, and logon/ login/ sign- on assistance.

Provide assistance to other parties, as appropriate, in the investigation and resolution of information - protection incidents.

UseCityprocessesto secureresources (filesor systemaccess) according to authorizedsubmitterspecifications. Theseprocessesalsoprovideaway to receive and respond to user problems in the area of file access difficulties and other security violations.

Maintainthesecurityof City'ssystemsandconfidentialityof filesanddata in accordancewith City'sstandard security policies.

Implementproactive vulnerabilityassessmentsecurity scanning and deliver actionable security intelligencemonthly.

Managethe reduction of vulnerabilitiesacrossteams by monitoring patchingand configuration changesthat improve security.

Provide operational support processes and procedures required for installing, maintaining, monitoring, and respondingto virus and malware alerts for all in scope servers, workstations, and mobile devices.

Identify, escalate, and documentproblemsusingestablishedproblem management and change management processes.

Cooperatewith a third -partyconsultantsintheexecutionof quarterlyand annualsecuritytests that include auditsand vulnerability scans.

Takeactions to remediate issuesexposedin the audit processto ensure 12 LASS
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the City maintains a secure environment.

ReviewnewapplicationsproposedbytheCitytoidentifyinherentsecurity risksassociatedwiththeapplicationarchitectureand/orfunctionalityand providing safeguardrecommendationsto the City.

Adviseandprovidesafeguardrecommendationstocomplywithindustry standardsin areasof securityor the City's regulatoryrequirements, such as the protection of PersonallyIdentifiable Information (PII) data, credit card information ( PCI), and CLETS/CJISdata.

Using the City's existing software, hardware, and other platforms, endeavorto followthe MISTCyberSecurityFrameworkfor IToperations.

Implementandmaintainsecureconfigurationsfor networks, servers, and otherdeviceswhererequiredbycomplianceframeworks (e.g., PCI).

Providetechnicalreviews, securityplanning, analyzeindustrytrendsand overall effectivenessof security programs.

Providemonthlybriefingsandinformationalsessionspromotingsecurity awareness to City employees.

Providemonthlyreportsonsecurityrelatedactivities, includingbut not limitedto, intrusionattempts, malwareblocked, vulnerabilities, andother metrics as requested by the City.

Delivermonthlysecurityawarenessemailmessagesandonlinecontentto employees to raise security awareness.

Performsocialengineeringexercisesmonthlyaspartofsecurityawareness efforts. Documentresultsthat canbe sharedwith managersto help employeesrecognizeareaswherethereisa needto improvesecurity.

3. Application Management
GlassBoxwillprovideApplicationManagementservicesthatincludeevaluating, recommending, procurementsupport, designing, coding, testing, implementing, installing, upgrading, maintaining, andmanagingtheCity'scurrentapplications (seeAppendixQ. o Application Maintenance
Correctivemaintenanceto correct faults, defects, or omissions.

Corrupted data repair.

Workrequestmanagementandtracking.

Third Partypackagedsoftware releaseand implementation.

Software Configuration Management.

Monitor file transfer jobs between applications.

Support day-to-day application processes.

Troubleshoot, manage, and submit hardware/ software issues to appropriate vendors.

Developsmallapplicationsolutionsto supportand enhanceCity operations.

MaintainDevelopmentand Test environmentsfor City applicationsas needed.

Provideon callsupportfor criticalapplicationsandmaintainestablished 13 LASS
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service levels for all applications.

Maintain production operation, and integrity and security of application environments in accordance with Vendor and Manufacturer specifications.

Track and manage application licenses in compliance with City policies.

Provide monthly reports on license compliance and issue tracking along with annual audits and capacity planning reports each December. o Application Enhancements ( see criteria for which enhancements are included in the contract in Appendix D)
Create detailed requirement specifications, including security requirements, for custom program enhancement.

Perform application configuration changes.

Create business design.

Create technical specification design.

Create application security specification design.

Create or update technical and end user documentation.

Estimate, plan, design and develop custom code sections.

Analyze impacts enhancements will have on business processes.

Perform unit, security, integration, and user acceptance testing.

Perform application change management activities.

Maintain documentation.

Manage software changes.
o Application Support Services
Document supported desktop system configurations and inventory of software.

Provide trained and knowledgeable staff to support City's in -scope application requests.

Work in conjunction with City to establish and maintain a knowledge base system.

Assist with the implementation of third -party package implementations.

Participate in review and assessment of proposed software solutions.

Conduct needs analysis meetings with users to understand and document business requirements.

Develop systems and applications architectures in support of City's products and services.

Support City' s information and technical architecture initiatives through memberships in the corresponding internal groups, as appropriate.

Participate in the development and evaluation of proposed strategies and standards to coordinate information and technical architecture across the business areas.

Ensure availability of systems within scheduled hours of operations to support business functions.

Provide monthly reports on license compliance and issue tracking along 14 0
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with annual audits and capacity planning reports each December.

Collect and report on performance data and trends monthly.

Provide performance management functions and, in conjunction with the City, establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all platforms.

Analyze performance statistics and make recommendations to City.

Prepare an annual Capacity Planning Report each December to anticipate growth and ensure the continued availability of all systems. o Website Maintenance
Work with Granicus to integrate City' s internet sites using the Granicus CMS.

Monitor websites and take corrective action for intrusion, vulnerabilities, bad links, health checks, etc. using IT Service Provider supplied tools.

Monitor websites and take corrective action to maintain regulatory compliance for government laws such as Section 508 of the Federal Rehabilitation Act requiring adherence to Web Content Accessibility Guidelines ( WCAG) 2. x.

Update websites for menu modifications and navigation links.

Maintain landing page to promote City' s programs.

Maintain and update photo and video gallery.

Create and maintain online forms.

Work on web requests as submitted by various departments.

Modify templates for new features.

Create and maintain user accounts for departmental liaisons.

Maintain development and staging environments. Analyze impacts enhancements will have on business processes. Perform unit, security, integration and user acceptance testing.

Perform application change management activities.

Maintain documentation.

Use capacity modeling processes and tools to project the effects of new business and workload changes or when large configuration changes are performed in the environment on request of City.
o System Upgrades
Notify City of system and base software upgrades and patches using the change management process.

Apply preventive and corrective maintenance to all system software.

Perform installation and upgrade for system software and required third - party tools.

Maintain current version or minus 1 version with City approval or as otherwise mutually agreed upon.

Assesscompatibility of planned operating system upgrades and patches to 15 LASS
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existing applications; identify and coordinate required actions to ensure continued operability of applications.
o Innovation and Strategic Planning
Maintain a forward -thinking perspective that seeks out emerging technologies and evaluates its ability to assist the City in delivering improved services to internal and external stakeholders.

Identify and communicate opportunities to enhance efficiency and decrease operational costs for City programs.

Develop pilot programs to introduce new technologies to the City' s technological environment.

Evaluate impacts of new technology on the City' s existing environment.

Maintain an innovation road map that provides a snapshot of areas for improvement and promising new developments in technology.

Develop reports and provide regular innovation updates to a core innovation team as well as larger stakeholder groups as required.

Provide regular communications and participate in joint planning as requested by City to integrate City' s and Vendors current and future plans that will directly affect current and future support of City.

4. Workplace Solution Support
Managed Work Environment includes help desk services, desktop support ( support services, onsite systems support, and installs, moves, adds, and changes ( IMAC)), break fix services ( on - site hardware support and on -site software support), and asset management services (City owned assets, asset management, inventory services, full discovery inventory, procurement management, hardware services, and software services).
o Help Desk Services
Provide help desk services Monday through Friday, from 7:OOam to S: OOpm, with on - call person supporting after hours, on weekdays/ weekends, and holidays.

Facilitate the receipt and processing of valid service requests.

Diagnose the problem, and when possible, implement corrective actions to resolve the problem. If resolution is not possible, dispatch to the correct support team.

Establish procedures for problem management to identify and resolve chronic problems.

Accept and respond to City authorized submitters, trouble requests that relate to City of Fullerton issued computer/ IT devices.

Redirect any requests from non -authorized submitters to City of Fullerton City IT team.

Complete emergency administrative requests as directed and approved by City IT Management team.

Perform password resets for active directory and key business applications.
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Maintain a central database that contains pertinent information on users such as username, extension location, department, and equipment tag number.

A
Document desktop system configuration, network configuration, and inventory of software to be supported.

Log, track, resolve, dispatch, and reroute calls through to resolution approved procedures/ ticketing system.

Update and maintain a fully functioning ticketing management system.

Properly document detailed notes on the status and resolution of issues.

Initiate the change process to apply a resolution to a problem if required.

Track First Call Resolution ( FCR), speed to answer, and additional Help Desk SLA metrics.
o On - Site Systems Support
Perform on -site systems support for all city hardware devices.

In accordance with Security Management Plan, protect the confidentiality and integrity of City' s information that might become known through the performance of support activities.

Coordinate required service delivery with City so that there is minimal disruption of ongoing production operations at City location.

Be primary point of contact for end -to -end management of issue, including coordination with third party vendors.

Diagnose and resolve software problems and conflicts.

Resolve network connectivity issues consisting of login, file access, and printing.

Configure and test email services.

After resolution of problem, test for full functionality, connectivity, and access to servers and printers.

Backup and restore user data on desktops and laptops before repairs, to the greatest extent possible.

Conduct ongoing analysis of equipment maintenance and call history to track service trends.

Collect and report on performance data and trends monthly. o Install, Move, Add, Change ( IMAC)
Coordinate with the user the date and time of arrival for IMAC services.

Unpack, assemble, and install; test system connectivity, functionality, and operability, and provide high- level orientation to users.

Move and reinstall user data files in accordance with IMAC policy.

De -install old equipment if designated by City.

Update the asset management system.

Inform users of service activities performed.

Disconnect a system at one location, reconnect it at another location, and test connectivity and proper operation, or move disconnected system to a 17 LASS
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specified storage area.

Reconfiguremoved system, for example, IP address, subnet mask, proxy settings, server name/ address, and default gateway address, map standard drive configurations, load network printer drivers, and map network printers.

Test hardware and software configuration, connections to standard mapped drives, and print a test page to a local network printer, if applicable.

At completion of IMAC, provide brief overview/ training on new or modified hardware and software.

Conduct asset validation, consisting of user profile updates, device asset tag check, and model and serial number check.

Maintain process for disposal of equipment and/ or return of leased equipment.

Coordinate with other technical support groups ( Applications, Server, Network teams) for IMAC activities.

Confirm that user data is backed up before proceeding with IMAC, to the greatest extent possible.

Ensure device is fully operation for user.

Collect and report on performance data and trends monthly. o Workplace Services Management
Monitor operational functions to meet defined service levels. See Appendix F for SLAB.

All system support and professional services personnel will be readily available on site. Provide primary and backup contacts to City. These individuals will be Vendor communication contact points for City and will work in conjunction with City to understand requirements on an ongoing basis, communicate environmental status, and escalate, as necessary, problems or issues requiring attention.

Collect and report on performance data and trends monthly.

Provide performance management functions and establish performance monitoring thresholds for major processes.

Implement changes as necessary to optimize the effectiveness and efficiency of all service areas.

Report appropriate performance statistics.

Analyze performance statistics and make recommendations to City. o End User IT Training Program
Glass Box will coordinate training courses available for City employees and new hires on the use of standard enterprise applications, such as Outlook and the Microsoft OfficeSuite. GlassBoxmaydeliver training through existing resourcesor through contracting out with prior approval of the City.
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o Asset Management Services
Update and maintain a fully functioning asset tracking system.

Update the asset tracking system with the correct logistics and warranty information.

Track and maintain an inventory of all hardware and software including any additions or deletions that occur. Tag hardware assets.

Perform regular audits and reconciliation to maintain accuracy of the central asset repository.

Maintain management responsibility for loaner units and spare equipment used as a temporary replacement while corrective maintenance service is performed.

Maintain security policy for City assets at all times.

Process equipment shipping and delivery requirements, relocation and disposal of retired equipment, and or return of leased equipment.

Maintain a comprehensive inventory including descriptions and characteristics of all City -issued hardware.

Maintain inventory and licensing information of all installed software.

Retain a copy of all equipment and maintenance contracts and equipment orders ( invoicing, payment statuses and requisitions) when procuring hardware and software assets as required by City.

Prepare bids for hardware procurement to request a cost quote from the suppliers that best meet the defined requirements.

Upon request, review competitive analysis information with City to recommend supplier award.

Provide a complete inventory report of all PCsand printers by department by department, annually, before the start of each fiscal year.

Annually, examine current hardware standard against new industry products.

Recommend, present for approval, and document incoming standard. o Mobile Device Management Services
Maintain the Network Access Control ( NAC) software ( Cisco ISE) and MDM platform ( MaaS360).

Configure implement software solution on the existing NAC hardware platform.

Connect and maintain integration with Exchange Online.

Implement policy agreed to by City based on vendor recommendations.

Conduct performance monitoring.

Provide configuration and troubleshooting services for end user mobile devices.

Assist the City to create a comprehensive mobile device policy addressing device management, security, compliance and governance.

Monitor and report security events
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Maintain licensing compliance
Collectandreportonperformancedataandtrendsmonthly.

Manage mobile device encryption services
Supportthe useof mandatorytwo -factor authenticationacrossmobile devices
o Unified Communication System — Telephone network, VolP Services, and IVR Collaboration Application Lave
Call managementincludesthe monitoring, management and
support of the application to confirm that end users can make phone calls across their converged infrastructures.

Voicemailmanagementincludesthe monitoring, management,
and support of the voicemail applicationto confirm that end users can send and receive voicemail messages.

Callcenter managementincludesthe monitoring, manage, and support of the server and agent applicationsto confirm customer care calls are delivered to agents and supervisors.

E911management includesthe monitoring, manage, and support of the applicationto confirm emergencycalls are routed as configured in the applicationl.

IM & Presenceincludes the monitoring, manage, and support of the application to confirm users can communicate via chat as well as see presence status.

Hypervisor Layer
Includesmonitoring, management, andsupport of virtual machines to verify performance and availability of the servers' OS and applications. Please see Glass Box Compute SDDfor further details related to Hypervisor support.

Physical Server Layer
Includes monitoring, management, and support of servers and virtualhoststo verifyperformanceandavailabilityof the physical layer. PleaseseeGlassBoxComputeTechnologySDDfor further details related to support.

Network
Includes monitoring, management, and support of collaboration gateways, circuits, switching, androutingto confirmavailabilityof inbound and outbound calling. Pleasesee Glass Box Network Technology SDDfor further details related to support.

Typical Activities
Add/ Remove a Phone
Add or Changea Userin Directory_
Add/ Remove a Voicemail Box
Change Skill Group Assignment for an Agent
Enable/ Disable a Voicemail Box
Disable Video for a Phone
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Add/ Remove Agents to Agent Teams
Add/ Remove an Agent
Add/ Remove an Agent to a Skill Group
Change Call Forwarding on a Line
Change Partitions and Calling Search Space
on a Phone
Change Phone Template
Change the Call Forward Timer on a Line
Change the Display Name
Change the Extension Mobility Profile for a
User
Change the Line Number
Change # of Simultaneous Calls on a Line
Change the Trunk Properties
Add/ Remove a Device D
Add/ Remove a Partition E
Add a New Trunk E
Add Agent Teams E
Add Skill Groups E
Apply Contact Center Patches
Change Call Manager Service Parameters
Change Network Time Protocol Settings R
Change System Parameters C
Enabling Default Cisco Finesse Gadgets CEnabling
CER changes
U
Video: Registration Changes
1Video: Default Setting Changes
Video: Regex Changes
Control Hub: Add/ Update/ Delete Workspace
Devices
Typical Projects
Add a New Gateway
Add a New Script
Add CUCM Server to Cluster
Add Media Resources
Add Music on Hold Server
Add Routing Protocol
Add Site/ Location4
June 15, 2022
Add/ Remove Supervisor to Agent teams
Enable Extension Mobility for a User
Enable Video for a Phone
Add/ Remove TELCO Line
Add/ Remove Calling Search Space
Enable/ Disable Services
Remove an Existing Script
Password Recovery & Reset User Password
Reset Voicemail Password
Add Agent Desk Settings
Delete an Existing Trunk
Disable Music on Hold Resources
isable Network Time Protocol
nable/ Disable Transcoding Resources
nable Music on Hold Resources
nable Network Time Protocol
nable/ Disable Conference Resources
Minor Call Routing Changes
Modify Agent Desk Settings
emove Music on Hold Server
hange Username/ Passwords
hange Media Resources
Minor CER ERL/ Notification Changes and
dtp a es
Video: Phone Book Changes
Video: Codec Swaps
Video: Expressway New Configuration/ Zone
Creation
Control Hub: Associate Workspace devices to
users
Configure Automated Attendant
Config Call Handler
Convert TDM to SIP Trunking
Multivendor Integration
Enable Redundancy Between Devices
Implement / Optimize QoS
New or Major Script Changes
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Add VLAN ( Campus) Major Call Routing Changes4
Auto Attendant/ Greeting Changes Migrate Gateway Protocol Request that Requires Multiple Entities to Integration of Legacy PBXs Accomplish
Hostname Changes Documenting Call Routing, Scripting, and System
Information
Custom Reports Major Dial Plan Changes
Desktop and Supervisor GadgetTAddinga newSIPprovider
Customization
Migration of Video Infrastructure & Major Release Software Upgrades Endpoints to
New Primary Gatekeeper Clusters
Design & Consultative Support
Installation of Localization Files
End User Live Helpdesk Support
Video and/ or Voice Quality Assessment
Control Hub: Bulk User Add
Control Hub: Active Directory Sync and
Troubleshooting
Control Hub: Bulk Workspace
Add/ Update/ Delete
Engagement & Disengagement of Encryption
Video Conferencing Scheduling Support
Video Room Service &_ Assessment
VIP Event Support
Control Hub: Bulk Device Add/ Update/ Delete
Control Hub: Hybrid Cloud Services
Integrations
o Innovation and Strategic Planning
Maintain a forward - thinking perspective that seeks out emerging technologies and evaluates its ability to assist the City in delivering improved services to internal and external stakeholders.

Identify and communicate opportunities to enhance efficiency and decrease operational costs for City programs.

Develop pilot programs to introduce new technologies to the City's technological environment.

Evaluate impacts of new technology on the City' s existing environment.

Maintain an innovation road map that provides a snapshot of areas for improvement and promising new developments in technology.

Develop reports and provide regular innovation updates to a core innovation team as well as larger stakeholder groups as required.

Provide regular communications and participate in joint planning as requested by City to integrate City' s and Vendors current and future plans that will directly affect current and future support of City.

Caveats and Considerations
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Glass Box will have the ability to propose and transact hardware, subscriptions, support for IT related projects for City of Fullerton. Glass Box can utilize purchasing vehicles such as GSA, CMAS, NASPOand ERATEif they provide pricing advantages on behalf of City of Fullerton.

New customers must be in full compliance with local and national E911 law and regulations. If assistance is needed in getting a system into compliance and/ or E911 test plans, Glass Box Professional Services can assist via a separate Glass Box Statement of Work ( SOW).

Existing customers agree to maintain compliance and notify Glass Box of any major changes made by the customer that may impact E911 services.

If existing Customer is not currently in compliance, it is the Customer' s responsibility to get their system into compliance. If assistance is needed in getting a system into compliance and/ or E911 test plans, Glass Box Professional Services can assist via a separate Glass Box Statement of Work SOW).

Reporting Capabilities
Call Detail Reports (CDR) are not provided with this service, outside of the reports needed to troubleshoot calling issues. Glass Box will troubleshoot the CARapplication functionality, but report generation is not included.

Advanced Call Accounting Reporting ( Ex: for Charge Back purposes) is not Upgrade-
included with this service.

Collaboration upgrades, whether ". x" or major version releases, that span multiple technologies will require a Glass Box professional services engagement and a separate Glass Box Statement of Work ( SOW).

Glass Box will advise Customer on the level of effort that will be required with a Collaboration upgrade prior to any work proceeding or separate Statement of Work being created.

S. Excluded Services
o Business Continuity and Disaster Recovery Planning
The City does not have an existing IT disaster recovery plan or disaster recovery center for when its data center experiences an outage. As new systems are procured or moved to AWS, Glass Box will inquire of the City's wishes for redundancy and or the ability to perform disaster recovery. If the City wishes to have a formal disaster recovery plan with quarterly or semi- annual exercises, this can be created as an additional service. 23 0
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o
24X7SecurityOperationsCenter (SOC) Monitoring
Thisserviceisprovidedbyanothervendor. GlassBoxwill workwith that vendorto respondto security events.
o
DataCenterFacilityManagement (sprinklers, powerprotection, cooling, etc.) Thiswork is performed by the City's PublicWorksdepartment. o SCADA or Traffic System Management
Thisserviceisperformedbyanothervendor. GlassBoxwill workwith thevendorto coordinate networkorfirewallchangesasnecessaryto protectthat infrastructure. o
Newcablinginfrastructureor replacingagingcabling
Thisworkwill beprovidedbyoutsidevendorsasrequiredfor buildingremodelor maintenance.

6. ThisSOWencompassesthecontinuationoftheprojectsdefinedbelow. Billingwill remain separatebetween the below POnumbersand the ITServiceManagement project.

C000104 & C000188: ONES Upgrade Phase I
C000118: Public Works Network Upgrade
C000120: Energov migration to AWS
C000131: CCTV Upgrade
C000155: ARPA- HOPE Center Network
C000154: ARPA- FCC Network
C000153: ARPA- CH Network
C000156: ARPA- Windows Upgrade/ Dell Lease
C000193: Tennis Center Network
C000196: Hunt Library Network
C000204: Energov Upgrade
C000208: PCI Compliance
R0023945 (PO# processing): ARPA- EOC/SCADA
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Appendix A — Facilities and Data Center Listing
Data Center locations indicated with an asterisk (*)
City Hall 303 W Commonwealth Ave, Fullerton, CA 92832
Fullerton Police Department 237 W Commonwealth Ave, Fullerton, CA 92832 Main Library 353 W Commonwealth Ave, Fullerton, CA 92832 Fullerton Community Center 340 W Commonwealth Ave, Fullerton, CA 92832 Public works 1580 W Commonwealth Ave, Fullerton, CA 92833 Fire station 1 312 E Commonwealth Ave, Fullerton, CA 92832 Fire station 2 1732 W Valencia Dr, Fullerton, CA 92833
Fire station 3 700 S Acacia Ave, Fullerton, CA 92831
Fire station 4 3251 N Harbor Blvd, Fullerton, CA 92835
Fire station 5 2555 Yorba Linda Blvd, Fullerton, CA 92831 Fire station 6 2691 Rosecrans Ave, Fullerton, CA 92833
Fullerton airport ( excludes new 4011 W Commonwealth Ave, Fullerton, CA 92833 terminal - AFI)
Maple Center
Acacia Water Tower
Tennis Center
Hope Center
Independence Park
Orangethorpe Park
701 S Lemon St, Fullerton, CA 92832
2011 N Acacia Ave Fullerton, CA 92831 United States
110 E Valencia Mesa Dr, Fullerton, CA 92835
2050 Youth way, Fullerton CA, 92835
801 W Valencia Dr Fullerton, CA 92832
1414 S Brookhurst Rd Fullerton, CA 92833
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Appendix B — Overview of Existing Systems and Assets
AWS
Commercial Cloud US West 2 — Oregon
Gov Cloud US West
Disaster Recovery Region — US East 2 — Ohio
Commercial Cloud
o EC2 Instances — 27
o S3 — 48TB
o Glacier Archives — 134TB
o Load balancers — 1
o Firewalls — 1
o VPCs- 3
o Subnets — 12
o Internet Gateways — 3
o NAT Gateways — 1
Gov Cloud
o EC2 Instances — 0
o S3 — 20TB
o Glacier Archives — 98TB
Servers — On Premises
Windows — 162
o Virtual machines: 142
o Physical hosts: 20
Linux/ Unix — 43
Storage Arrays
3 SANS with 4 SAN Fiber Channel switches
o City Hall: 190TB
o PD: 73TB
o Virtual Disk Target:
4 NAS
o City Hall: 72TB
o PD: 50TB
Egnyte Cloud — 30TB
Networks
Switches — 75 ( Cisco Catalyst and Cisco Meraki MS series) Routers — 20 ( Cisco ISR and Cisco Meraki MS L3 series) Firewalls — 10 ( Cisco Meraki MX and Cisco FirePower series) 26 BOX
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VPNs — 2 ( Cisco FirePower series)
Network Access Control ( NAC) — 2 ( Cisco ISE)
Wireless Access Points — 100 ( Cisco Meraki — various models) Wireless Controllers- 2 ( Cisco Meraki Cloud Controller) End User Computing
Windows 10 — 600
Office 365 Software Suite
BitLocker Disk Encryption
Mobile Devices — 367
o Mobile Device Management— IBM MaaS 360
KACE — Ticketing and Asset Management
Video Conferencing — Microsoft Teams, Zoom Meetings, and Zoom Webinar Collaboration Software — Office 365 ( all end users)
Security Systems
Cisco Umbrella DNS — 6 virtual appliances on site
o Roaming Clients — 631
o Mobile Devices/Cisco Security Connector- 260
Tenable. 10 — 1000devicesand/or web serversscanned2Xweekly Microsoft Defender ATP Threat Intel Antivirus — updated every 6 hours SCCMwith ManageEnginefor 3dpartypatchingOkta
Identityand AccessManagero
Single Sign - On o
UniversalDirectory o
Authenticationo
User Managemento
AdvancedMulti - factor Authenticationo
LifecycleManagement0
750 Users 0
150 ApplicationsIBM
AsperaCloud — secure data transferKnowBe4 —
Security AwarenessTraining Platform Office
365 Securityand ComplianceCenter o
Data Loss Preventiono
Anti - Spam o
Anti- Malwareo
DKIM o
Email Retentiono
eDiscovery27
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Appendix C — Supported Software
ModulesVersion -. of
ONES Human Current ONES Finance 570
Resources v16. 4 Human Resources
Payroll Future: ONES Payroll
Fixed Assets v20. 1 HF12 Accounting
Accounts Accounts Payable
Receivable Accounts Receivable
Cash Receipts Purchasing /
Accounts Procurement
Payable Budget
Bank
Reconciliation
General Ledger
Person Entity
Purchasing
Budget Item
Detail
Encumbrances
Position
Budgeting
Nucleus
Recurring
Calculations
System Level
Office 365 G3 GCC 800
Adobe Acrobat DC Version All
Adobe Photoshop 2022 PD 2
EnerGov Code v 2019. 1. 4. 22 Community r50
Enforcement Development
Planning/ Zoning
Okta Cloud Version All 754
Versaterm CAD 7. 5. 687, PD 5

7. 5. 1257 Dispatch
Sergeants
WC
Admin
Versaterm RMS 8. 1 PD 216
Versaterm MRE 7. 5. 1082. 1 PD 216
Versaterm MDT 7. 6. 3. 304 PD - Patrol
28 ELETE ELETE
Crossroads Crossroads
Report Writer
Evidence Evidence
Upload Upload TXT
Axon Axon Live
Stream
VIMS Volunteer
Integrated
Management
System
Veeam Version 11. 0. 1
Active Directory
SSCM
24Seven Daily Briefing
Board
EBriefing
Previous 7 Days
CFS
Parolees
Sex
Regestraints
Warrant
Return Home
Registry
Reference
Library
Crime Maps
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3. 0. 2. 7 PD
Investigation
Liason
High Tech
Records
SIU
PD
Traffic
Patrol
Narcotics
SIU

1. 1. 32 PD

4. 7. 9. 2 PD
Inv
HTC
PD
Community Services
IT
Forest Level: All
Windows
Server 2008
R2

5. 00. 908. 1000 All
PD
Accrurint by Cloud PD
LexisNexis
June 15, 2022
180
W
1075
Accounts
629 Clients
254
216
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Adobe sign Cloud All 119 users
Amazon Cloud All 39 users
Business
Apex Desktop Cloud PD 2_16
Apple Business Cloud IT 759
Manager Devices; 7
users
Aspera on cloud Cloud IT t 25users
AXON Cloud
Blacknight Cloud Community 36 users
SiteXPro Development
BLRSafety Cloud All 800
Blue Team 6. 8. 28 PD 29
CAPT
LT
SGT
IAPro 6. 8. 28 PD 5
IA
CAPT
Car Fax Cloud PD 216
CERS
Meraki Network - Wide Cloud IT 5 admins
Security & SD- Controller
WAN
Switch
Wireless
Temperature
Sensor
Cisco Umbrella _ 3. 2. 2 Organization_ 1000 seats
NetMotion 1
I

11. 76. 08940 PD 88 Devices;
Mobility 220 users
CopWare PD
Solarwinds 2020. 2. 6 IT 190
nodes/ up
to 2900
nodes
Granicus Cloud All
Intranet
GOVQA Cloud All 1
Egnyte Cloud All
Create OCR File 1. 0. 0. 0 2 Utility
for Sewer Services
Multiplier Fix
30 Pictometry
Sensaphone
Sentinal
Monitoring
Informacast
Tenable. io
Coplink
IBM MaaS360
DigiCert
KnowBe4
Network
Solutions
GovDelivery
VTI- Timecards
IntelliTime)
TeleStaff
Laserfiche
Comtech Text to
911
Kace Systems
Intime - PD
UnX
Image Trend
Elite
Fire Master
Calendar
CERS _
Target Solutions
FIRE

IUAOC PC DEC
Vigilant - LEARN
OC Crime Lab
Cal Photo
OCIAC
Carfax for Police
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Community
Development
PD
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud

6. 18. 14

10. 4
Cloud
Version:

12. 0. 149
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
Cloud
City Clerk
IT
PD
IT
IT
All
IT
City Manager
All
Fire
Read & Write
PD
All
PD
PD
Fire
PD
Fire
Fire
Fire
PD
PD
PD
PD
PD
PD
June 15, 2022
1000 seats
350 seats
750 users
750 users
90 users
All ( READ)
15 754 users,
and up to
900
managed
computers
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LEADS Cloud PD
LexiPol Cloud PD
EDC Cloud PD
vConnect Cloud PD
OTS Grant Cloud PD
System
Connect Explorer Cloud Code Enforcement
NeoGov Cloud All
HdL Sales Tax Cloud ASD
Sirs! Dynix Cloud Library
Lucity Engineering
REC1 Cloud Parks & Rec
Public
PD24Seven PD
Zoom Cloud All
Front Door by City Clerk
cablecast
Donation Data 1. 0. 0. 10 Revenue
Import File
Generation by
Cycle
E-Bill Count by 1. 0. 0. 1 Revenue
Cycle
Estimated 1. 0. 0. 6 Utility Services
Reads
Calculation
CIS Infinity 3. 1. 20_ FL Utility
CISInfinity. Link
Active CIS Billing
Addresses
Book Summary
Broken
Arrangements
Finder
CheckFree
Payments
Processor
CIS Customer
Information
Request

3. 2. 18

1. 0. 0. 3
Access DB

1. 0. 0. 2
Services/ Revenue
Utility Services
Utility Services
Utility Services
Utility Services
June 15, 2022
3 62
13 3
13 55
216
16 Revenue
1 1
2 40
5 3
4 4

1. 0. 0. 52 1UtilityServices 1 6

1. 0. 0. 27 Code Enforcement
32 CIS Data
Validation
Utility
CIS Deposits
Report
Extra Trash
Carts Reports
Firelines with
Consumption
In- City/ Out- City
Active Meter
Count
Infinity. Link
Username
Finder
Lockbox File
Preprocessing
Utility
Meter
Changeouts CIS
Meter
Connections
Missed Auto
DPM Finder
Municipal
Account Payoff
On/ Off
Sequencer
On/ Off
Sequencer Data
Generator
Paramedic
Subscription
PM Declared
After the Fact
LS
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1. 0. 0. 4 6
Utility Services

1. 0. 0. 4 Utility Services 2
I

1. 0. 0. 5 Utility 4
Services/ Revenue

1. 0. 0. 15 Maintenance 2
Services

1. 0. 0. 6 Utility Services 2

1. 0. 0. 19 Utility Services 6

1. 0. 0. 61 Utility Services 6

1. 0. 0. 45 Maintenance Services 2

1. 0. 0. 2 Utility 4
Services/ Maintenance
Services

1. 0. 0. 0 Utility Services 2

1. 0. 0. 20 Revenue 1

20. 1. 1. 3 Utility 4
Services/ Maintenance
Services

1. 0. 0. 20 Utility 4
Services/ Maintenance
Services
Access DB Fire 1

1. 0. 0. 0 Utility Services 2
33 Route Analyzer
Shutoff
Sequencer
Shutoff
Sequencer Data
Generator
Statutory
Holiday
Insertion Utility
Suite of
Infrequently or
One - Time
programs run by
IT
Temp
Sequencer
Temp
Sequencer Data
Generator
Trash and Carts
Revenue
Water Rate
Comparison
Utility
Water Refund
General Fund to
Water Fund
Transfer
Zero
Consumption
Accounts
ArcGIS Portal
ArcGIS Server
ArcGIS Data
Store
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1. 0. 0. 2 Maintenance Services 1

1. 0. 0. 6 Utility 4
Services/ Maintenance
Services

1. 0. 0. 31 Utility 4
Services/ Maintenance
Services

1. 0. 0. 4 Utility 3
Services/ Revenue

1. 0. 0. 2 IT 1

1. 0. 1. 32 Utility 4
Services/ Maintenance
Services

1. 0. 0. 6 Utility 4
Services/ Maintenance
Services

1. 0. 0. 0 Utility 3
Services/ Revenue

1. 0. 0. 0 Engineering 2

1. 0. 0. 0 Utility PA
Services/ Revenue

1. 0. 0. 9 Maintenance Services 2

10. 9. 1 Public Works 60

10. 9. 1 Public Works 60

10. 9. 1 Public Works 60
34 ArcGIS Desktop
ArcGIS Pro
Permit online
IG inspect
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10. 8. 1 Public Works

2. 9 Public Works
version
2019. 3. 3. 224
Version
2021. 3. 0
10 1 A
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Appendix D — IT Project Classification
r ._
Application Upgrades Dot" releases ( e.g., 14. 7 or 14.8) Included for all applications included in the contracted listed in Appendix B
operations fee
Application or System Typically, this describes an A total of 400 hours of Enhancement upgrade, adding/ updating a new application enhancement feature, or implementing a new work is provided each year workflow configuration that at no additional cost to the requires 8 to 40 hours of IT effort City.
to configure, test, and deploy.

Project Typically, this describes an Projects will be scoped with upgrade, new system the business owner to
implementation, upgrading an determine the level of effort application to a new version ( e.g., involved. A separate

14.X to 15.X) adding a new facility statement of work ( SOW) to the network, IMACs that involve will be created using the more than 20 users as a single contracted rates agreed
effort, or significant change in upon in this contract ( see configuration that requires more Appendix E).
than 40 hours of IT labor to
complete.
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Appendix F — SLAs for Workplace Services
Priority 1
I
Priority 2
Priority 3
Priority 4
Priority 5
A system outage that affects more than 25
users of the system. This typically describes
a network outage affecting an entire
building or an outage affecting an
enterprise application, such as ONES,
EnerGov, Versaterm, NetMotion, etc.

A system degradation that affects less than
25 users of the system.

An issue affecting a single end user.

Typically, a software malfunction.

June 15, 2022
15 minutes during normal
business hours
2 hours after normal business
hours
2 hours during normal
business hours
8 hours after normal business
hours
3 business days
Undefined. Reserved for future use. N/ A
A Service Request such as ordering new Will acknowledge the request equipment, enhancing a software module, within 5 days and then begin an IMAC, or other request that doesn' t coordinating with the end represent an interruption of a person' s user on the requirements of ability to work. , the request.
37 BOX
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Prq.jCLLLpsts
Outsourced Monthly Cost $ 280, 000 $ 3, 360, 000/ Year
5% year over year price increase will apply at the
beginning of the second and third year of the
agreement. If the optional 41hand 51hyear is
exercised, Glass Box will add a 5% increase at the
beginning of the 4thand Sthyear.
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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 SOWshall 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 Performanic
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, GlassBox 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 Serviceswith lessthan one 1) week prior notice, Fullerton shall reimburse Glass Box for any non-refundable expenses incurred in preparation for such cancelled Services. 39 LASS
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6w
Fees and Paymen
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 u WRI
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.
41 BOX
858- 336- 7751 June 15, 2022
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: GlassBoxTechnology Client: City of Fullerton
By: . QL CO— By:
john Ohara IJun 28, 202216:55 PDT)
Name: John O' Hara Name:

Title: CTO Title:

Date:

Jun 28, 2022
Date:
42 Glass Box IT Service Management PSA 2022

EXHIBIT B
ADDITIONAL SERVICES & FEES ( ONES Phase 11)
GLASS BOX TECHNOLOGY, INC.

Change Order for City of Fullerton
Central Square Finance Enterprise v20. 1 Phase II
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Fut' r -
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TECHNOLOGY
Glass Box Technology, Inc.
03/ 01/ 2022
ASS
BOX
858- 336- 7751
This Change Order is made this I" of July 2022 (" Effective Date"), by and betweenGlass Box Technology Inc., with its principal office located at 1902Wright Place Suite 200, Carlsbad, CA 92008 ( hereinafter referred to as " Supplier") and City of Fullerton, with its principal place of businessat 303 West Commonwealth Avenue, Fullerton CA 92832 hereinafter referred to as " Customer"). Supplier and Customer may also be referred individually as "Party" or collectively as "Parties."
Supplier has been retained by Customer to provide a Senior Consultant and Business Analysts for the management and implementation of enhancements to the Finance Enterprise ( ONES) v20. 1.

The PhaseII implementation will further develop the native software functionality to enhance operational efficiencies and improve controls for various departmentsacrossthe City.

This project extension includes continued implementation, optimization andtraining of the enterpriseresourceplanning systemby making much neededsystemimprovements and enhancements such as: automation of critical HR Personnel Forms, Open Enrollment, system improvements to support payroll adjustmentsand reporting; systemworkflow enhancementsto support controls surrounding purchasing and accounts payable; and improved utilization of system functionality.

The scope and tasks include but are not limited to the below detail of the system improvements notated during the PhaseI project to optimize, enhanceand streamline FinanceEnterprise ONES) v20. 1:

Scope
Provide support to optimize functional and technical workflows, controls and reporting using native systemfunctionality
Perform training, support, and systemset-up for enhancementsdefined Perform all Go -Live readiness, and post Go -Live support for any technical changes performed within system
Manage project to the completion and fulfillment of City' s (ASD) request Provide all key project documentation and support to Customer post Go -Live Tasks
The Project Manager, Business Analyst will perform the following:

Continue to host Steering Committee meetings for project updates, decisions, and approvals of all system changes
Work with vendor to complete any technical enhancementsasdefined by the PhaseII EnhancementLog
2 LASS
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858- 336- 7751
Perform asmany High Priority and Medium Priority enhanceddefined in log including, but not limited to:
o Automation of HR Forms and processes
o Workflow cleanup and improvements to align with current budgetthresholds and approval personnel
o Enhancementto payroll and employeeonline capabilities o Enhancementsto GL and Budget functionality
o More robust reporting acrossall ASD areasto benefit ancillary departments o Additional training to all users
o Continued functional security enhancements
o Elimination of any carry-over customizations
Provide support and training to all core finance teams and ancillary departmentsaffected by any technical or workflow changes
Perform any clean-up / remediation currently necessaryand including post systemchanges Complete andturn over all closure activities and documentation (update all project workbook documentation, training materials, SharePoint, on -going support structure and system maintenance plan)
Assumptions:

Scopeof work will be completed by a collaborative vendor effort managedand technically implemented by Supplier
o Vendor statementsof work, quotesand invoices will be routed to City of Fullerton for processing via Supplier
Hours detailed in Project Costs can be shared between team members as scope is worked
LASS
BOX
858- 336- 7751
LASS
BOX
858- 336- 7751
Pre - Scheduled Work is when Customer notifies Supplier at least three business days in advance of date/ time.

Supplier makesno guaranteethat resourceswill be available to respond to emergency requests. Unscheduledrequestswill be handled using commercially reasonableefforts only.

Normal BusinessHours (NBH) aredefined asMonday through Friday 8am-5pm, exceptfor 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 incrementsafter any minimums have been applied.

All materials used shall be billed separately.

Servicesrenderedwill be deductedfrom the postedpurchaseorder. Any purchaseorder issued under this SOW shall expire within one ( 1) year of issuance.

Regular statementsof the balanceof the agreementwill be provided. When the balancehas beendepleted, further Servicesare conditioned on Customer's issuanceof a new purchase order under this SOW. A new agreement or change request is not required unless Supplier pricing haschanged
5 Lass
BOX
858- 336- 7751
Period of SupplierPerformance
Commencementand Completion datesrepresenta proposedone-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 reasonon thirty ( 30) days prior written notice to the other Party. Upon any suchtermination, Supplier will be paid all fees and expenses which have beenincurred or earnedin connection with the performance of the Services through the effective dateof 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 expensesincurred in preparation for such cancelled Services.

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 RECEIPTOF AN INVOICE AGAINST THIS AGREEMENT.

1.1 0
LASS
Box
858- 336- 7751
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.
7 LASS
BOX
858- 336- 7751
IN WITNESS WHEREOF, thePartiesheretohavecausedthis Agreementto beexecutedby their duly authorized representatives as of the Effective Date.

Partner: Glass Box Technology Client: City of Fullerton I
By: john ohara( Jun 2 216: 55 PDT) By:

Name: John O' Hara Name: c
4 Title: CTO
y
Date:

Jun 28, 2022
Date:

I / 2d Z
0 Glass Box IT Service Management PSA 2022

EXHIBIT C

CERTIFICATE( S) OF INSURANCE
City Ntanager

CITY OF FULLERTON

AMENDMENT NUMBER ONE TO AGREEMENT
WITH

GLASS BOX
THIS AMENDMENT NUMBER ONE (" Amendment") to the Agreement is made and entered on this 16th day of August, 2022, by and between the CITY OF FULLERTON (" City"), and Glass Box Technology Inc. (" Consultant").

RECITALS
A. On July 1, 2022, the City and the Consultant entered into an Agreement Agreement") for the Consultant to provide IT Services Management for the City of Fullerton.

B. The City and Consultant desire to amend the Agreement to include additional 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 Application Development and Reporting Services as outlined within the scope of work attached hereto as 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. Except as set forth in this Amendment, all terms and provisions of the original Agreement shall remain in full force and in effect.

IN WITNESS WHEROF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers.

CITY OF FULLERTON
CONSULTANT — Glass Box
john ohara ( Aug2215:51 PDT)
John O'hara, Co - Founder & President
Date: 2 z
Date: Aug 29, 2022

APPROVAL AS TO FORM
Richard Janes { Aug 9, 2022 13 31 PDT)
Richard D. Jones, City Attorney

EXHIBIT A
GLASS BOX TECHNOLOGY, INC.

Statement of Work for City of Fullerton
Application Development and Reporting
Services

CLASSBO
TfCHNOIOGTX
Glass Box Technology, Inc.
7/19/2022
BOX
858-336-7751 July 19, 2022
This Change Order is made this 19th day ofJuly 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
PROJECT # 1: Migrate all the applications and databases from server PD - 247-1 ( Windows Server
2008) to PD-247-VM1 ( Windows Server 2019).

Task # 1
Upgrade PD24Seven web application to use the latest . Net framework for the new server environment ( Windows server 2019); installed latest . Net and . Net Core framework on the new server; setup/configure 24Seven and all its sub - modules including their databases; configure reference library files and upload permissions; setup scheduled download/import jobs ( parolee, warrants).

Test and troubleshoot PD24Seven and all its modules on the new server.

Task # 2
Upgrade PD Calls for Service Log web application including its Admin Site to latest Net Core framework for the new server environment; setup/configure main application and Admin portion on the new server, including databases. Install and setup Elastic Search on the new server, re - index all VDX XML CFS records.

Test and troubleshoot CFS and all its modules on the new server.

Task # 3
Migrate PD Reporting web app ( FPD Stats) database to the new server and reconfigure FPD Stats app; test and troubleshoot.

Task # 4
Check and make sure any additional apps, files and databases are all migrated to the new server and fully tested. At the end of this project, it is safe to decommission the old server PD -247-1
2 COI_OX
858-336-7751 July 19, 2022
PROJECT # 2: Create the following 3 new reports in the FPD Stats reporting system.

Authorized users can run these reports on custom date ranges, and selected users will also receive monthly reports via emails.

Report # 1
Top 5 locations for traffic collisions ( Traffic Report) Report # 2
Top 5 types of reports taken ( Crime Analysis Report)
Report # 3
CAD totals time report, will create 4 sub reports and one for each shift - Day Watch 1, Day Watch 2, Night Watch 1, Night Watch 2 ( Dispatch Report) Pro-ect Costs
Description Hours Rate/hr. Total Cost
Application DeveloperPp P 110 85
Total Cost:
9,350.00
9,350.00
3 GBOX
858-336-7751 July 19, 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 usingcommercially 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 4 101BOX
858-336-7751 July 19, 2022
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.

Fees and Payment
THE PRICING IN THIS SOW IS VALID FOR 60 DAYS FROM DELIVERY TO THE 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.
5 CLASS
858-336-7751 July 19, 2022
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 THE FULLERTON.

GLASS BOX WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE
COMPLIANCE. SOFTWARE LICENSE COMPLIANCE IS BETWEEN THE
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 THE 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, GLASS BOX 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 THESERVICES

AND/OR THAT IT HAS OBTAINED ALL NECESSARY CONSENTS, PERMISSIONS AND

RELEASES NECESSARY FOR GLASS BOX TO PERFORM ITS OBLIGATIONS UNDER THIS SOW.
6 GBOX
858-336-7751 July 19, 2022
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:
oat 7.3:27: PC,
Name: John O'Hara Name:

Title: CTO
Date:

Aug 9, 2022
Title:

Date:
ll14A 6d
7 Glass Box PSA 2022 Amendment 1- Application
Development
Final Audit Report 2022-08-09
Created: 2022-08-09
By: Lauren Parkhouse ( [email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAOkAy8sJZgoU4TuPX7h8zezpuNm3_mW01 Glass Box PSA 2022 Amendment 1- Application Development" History
Document created by Lauren Parkhouse ( [email protected]) 2022-08-09 - 4:00:14 PM GMT- IP address: 64.183.111.29
E Document emailed to john ohara ( [email protected]) for signature 2022-08-09 - 4:01:05 PM GMT
In Email viewed by john ohara ( [email protected])
2022-08-09- 8:26:59 PM GMT- IP address: 99.184.250.103
6© Document e - signed by john ohara ( [email protected]) Signature Date: 2022-08-09 - 8:27:28 PM GMT - Time Source: server- IP address: 99.184.250103 E Document emailed to [email protected] for signature 2022-08-09 - 8:27:30 PM GMT
i Email viewed by [email protected]
2022-08-09 - 8:31:03 PM GMT- IP address: 162.43.236.64
4, Signer [email protected] entered name at signing as Richard Jones 2022-08-09 - 8:31:45 PM GMT- IP address: 76.79.196.58
64 Document e - signed by Richard Jones ( [email protected]) Signature Date: 2022-08-09 - 8:31:47 PM GMT - Time Source: server- IP address: 76.79.196.58 O Agreement completed.
2022-08-09 - 8:31:47 PM GMT
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CITY OF FULLERTON

AMENDMENT NUMBER TWO TO AGREEMENT
WITH

GLASS BOX
THIS AMENDMENT NUMBER TWO (" Amendment") to the Agreement is made and entered on this 4th day of October, 2022, by and between the CITY OF FULLERTON (" City"), and Glass Box Technology Inc. (" Consultant").

RECITALS
A. On July 1, 2022, the City and the Consultant entered into an Agreement Agreement") for the Consultant to provide IT Services Management for the City of Fullerton.

B. The City and Consultant desire to amend the Agreement to include additional 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 EnerGov Upgrade Project Change Order 1 as outlined within the scope of work attached hereto as 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. Except as set forth in this Amendment, all terms and provisions of the original Agreement shall remain in full force and in effect.

IN WITNESS WHEROF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers.

CITY OF FUL . ' TeN
City Man-ger
CONSULTAN — Glass Box
john ohara ( Sep 15, 5022 11:17 PIT)
John O'hara, Co - Founder & President
Date:/D//opt
Date: Sep 15, 2022

APPROVAL AS TO FORM
Richarflones ( Sep 15,2022 11:31 PDT)
Richard D. Jones, City Attorney

EXHIBIT A
GLASS BOX TECHNOLOGY, INC.

Statement of Work for City of Fullerton
EnerGov Upgrade Project - Change Order 1
0'`
LASSJ.

BOX

TECHNOLOGY
Glass Box Technology, Inc.
8/8/2022
O"..1BOX
858-336-7751 August 8, 2022
This Statement of Work is made this 8th day of August, 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." cope.of.Work
Glass Box has been retained by City of Fullerton to provide a Senior Project Manager and Functional Analyst for the management and upgrade of the current version 2019.3.x which is Silverlight based. Microsoft has stopped supporting Silverlight in October 2021. Tyler EnerGov's latest version is 2022.x and it is HTMLS based.

Scope:

Analysis of existing / current system setup up, configuration and integration point(s)
Define scope of upgrade, system set-up, configuration, testing, training and support necessary
Management and partnership with vendor to complete project Track and schedule all tasks associated with implementation Management of project budget throughout project Iifecycie Oversight, management, and support of project configuration, testing, issue tracking, resolution and training necessary
Perform all Go - Live readiness and Go - Live activities Provide post Go - Live support
Provide direction to vendors on behalf of City of Fullerton Manage project to the completion and fulfillment of original scope Provide all key project documentation and support to Customer post Go - Live Tasks:

The Project Manager and Functional Analysts will perform the following:

Gather and document all necessary business and technical requirements, integration points and forms/reports to define and complete scope of project with customer and vendor.
2