GLASS BOX TECHNOLOGY, INC. Statement of Work for City of Fullerton CAMERA AND BADGE ACCESS UPGRADE CHANGE ORDER #2
Glass Box Technology, Inc. 3/22/2023
858-336-7751 March 22, 2023
2 This Statement of Work is made this 22nd day of March, 2023 (“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.” This is a second change order to the SOW FULL_CAMSOW_062321. Details regarding changes highlighted on page 4. Scope of Work **The scope below is as noted from the initial SOW** • Multi-system upgrade of 3 existing Milestone camera systems • Installation and migration of 165+ cameras to a single subnet and merge all three systems into a single unified system • Deployment covers 12 locations: o City Hall o Library o Commonwealth o Community Center o Municipal Airport o Public Works o Fire Department Head Quarters o Fire Department Station Two o Fire Department Station Three o Fire Department Station Four o Fire Department Station Five o City Jail • Active Directory integration of new system • Implementation of cloud services • Badge access implementation The Project Manager will perform the following: • Serve as point of contact between Glass Box and Fullerton • Work with vendor to document scope, project plan, risk mitigation plan, financial plan, and communication plan • Identify Test/Validation and Back Out Plans for implementation 858-336-7751 March 22, 2023
3 • Create Change Management Records as required • Develop Communication Notices as needed • Monitor and validate Implementation Playbooks and Support Plans for go lives • Identify Equipment Staging strategies for new equipment • Maintain project controls including o Project Schedule and completed work against the baseline o Budget tracking and identify budget risks o Create and maintain updated Issues and Risk logs o Create and maintain Decision Log • Schedule and facilitate required meetings including weekly status meetings, bi-weekly stakeholder meetings, plan reviews, etc. From meetings the Project Manager will capture and distribute: o Meeting notes o Decisions made o Action items o Updated action items • Manage vendor performance to meet Fullerton requirements and best practice standards • Facilitate any training planning required for users and support team • Facilitate any communication required to the organization for solution implementation • Identify all support documentation related to support of Fullerton’s end users, facilitate the update of documentation, and identify all new procedures for presentation to the Help Desk Notes and Assumptions: • Planned duration of project unknown but is estimated to be about 3 months • Scope of project not clearly defined as vendor has only provided a budgetary Statement of Work with options • Vendor scope to be finalized upon an in depth visit to each site 858-336-7751 March 22, 2023
4 Change Order • Project has extended duration due to additional scope related to the following: o Public Works 7 additional doors were added o PD Covert Cam Server o Wireless Solution for N/S SoCo Stair Cam o Additional cameras for CH (2nd/ 3rd Floor) o PD – Neon Sign Cam o City Hall – Data Center cams o Community Center – 5 Cam data runs o Library – Friends Bookstore – Added Door o Community Center “New” pool door • Equipment delivery impacted by global supply chain issues o Access readers are pending until July • Due to the reasons listed above, the project duration is expected to run approximately another 20 weeks Project Costs Description Duration (in wks) Hours/wk. Rate/hr. Total Cost Senior Program Manager 20 8 $250 $40000 Engineer 20 3 $250 $15000 Project Manager 20 3 $120 $7200 Total Project Cost: $62,200 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, 858-336-7751 March 22, 2023
5 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 858-336-7751 March 22, 2023
6 Period of Supplier Performance Commencement and Completion dates represent a proposed one-year term; actual term will be from the date of the purchase order until the expiration of the last purchase order issued hereunder. Either Party may terminate the SOW for any reason on thirty (30) days prior written notice to the other Party. Upon any such termination, 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 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. 858-336-7751 March 22, 2023
7 Disclaimer • GLASS BOX WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM THE SERVICES, TO THE EXTENT THAT THE FAILURE IS CAUSED BY FULLERTON’S LACK OF COOPERATION. • GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DATA LOSS. BACKUPS SHOULD BE PERFORMED PRIOR TO WORK STARTING. ALL DATA IS THE RESPONSIBILITY OF FULLERTON. • GLASS BOX WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE COMPLIANCE. SOFTWARE LICENSE COMPLIANCE IS BETWEEN FULLERTON AND THE SOFTWARE COMPANY. • GLASS BOX WILL NOT BE HELD FOR ADDITIONAL WORK NOT LISTED IN THIS SOW. AN ADDENDUM MUST BE WRITTEN AND APPROVED BY BOTH GLASS BOX AND FULLERTON BEFORE ADDITIONAL WORK CAN BE STARTED. • GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO PERFORM HEREUNDER DUE TO CAUSES BEYOND ITS REASONABLE CONTROL (INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, FIRE, FLOOD, WAR, EXPLOSION, SABOTAGE, TERRORISM, EMBARGO, CIVIL COMMOTION, ACTS OR OMISSIONS OF ANY GOVERNMENT ENTITY, SUPPLIER DELAYS, COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTION, OR LABOR DISPUTES). • GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO PERFORM RELATED TO CUSTOM CONFIGURED OR SPECIALIZED HARDWARE OR SOFTWARE NEEDING MODIFICATION BY THE MANUFACTURER. • GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO PERFORM RELATED TO DATA CONVERSION BEING PERFORMED BY CUSTOM CONFIGURED OR SPECIALIZED SOFTWARE MANUFACTURER. • FULLERTON REPRESENTS AND WARRANTS THAT IT HAS ALL RIGHT, TITLE AND INTEREST IN AND TO ANY DATA FURNISHED IN CONNECTION WITH THE SERVICES AND/OR THAT IT HAS OBTAINED ALL NECESSARY CONSENTS, PERMISSIONS AND RELEASES NECESSARY FOR GLASS BOX TO PERFORM ITS OBLIGATIONS UNDER THIS SOW. 858-336-7751 March 22, 2023
8 SOW Acceptance Each Party hereby acknowledges and confirms that it has read this SOW and accepts and approves the scope of work and terms and conditions. Each Party understands that should additional work be required that by its nature could not have been known or determined at the time this SOW was executed, a mutually agreeable written change- order describing the additional work and any related expenses will be required. This SOW must be signed and returned before work can begin. Please sign and return to 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: By: Name: Name: Title: Title: Date: Date:
GLASS BOX TECHNOLOGY, INC.
Statement of Work for City of Fullerton
CAMERA SYSTEM IMPLEMENTATION –
WOODCREST AND RICHMOND PARKS
Glass Box Technology, Inc.
2/1/23
858-336-7751 February 1, 2023
2 This Statement of Work is made this 1st day of February 2023 (“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.”
Deployment of camera equipment in the following 2 locations:
• Woodcrest Park
• Richmond Park
The Project Manager will perform the following:
• Serve as point of contact between Glass Box and Fullerton • Work with vendor (Wachter) to document scope, project plan, risk mitigation plan, financial plan, and communication plan
• Identify Test/Validation and Back Out Plans for implementation • Create Change Management Records as required
• Develop Communication Notices as needed
• Monitor and validate Implementation Playbooks and Support Plans for go lives • Identify Equipment Staging strategies for new equipment • Maintain project controls including
o Project Schedule and completed work against the baseline o Budget tracking and identify budget risks
o Create and maintain updated Issues and Risk logs
o Create and maintain Decision Log
• Schedule and facilitate required meetings including weekly status meetings, bi- weekly stakeholder meetings, plan reviews, etc. From meetings the Project Manager will capture and distribute:
o Meeting notes
o Decisions made
o Action items
858-336-7751 February 1, 2023
3 o Updated action items
• Manage vendor performance to meet Fullerton requirements and best practice standards
• Facilitate any training planning required for users and support team • Facilitate any communication required to the organization for solution implementation
• Identify all support documentation related to support of Fullerton’s end users, facilitate the update of documentation, and identify all new procedures for presentation to the Help Desk
Notes and Assumptions:
• Planned duration of project unknown but is estimated to be about 3 months • Scope of project not clearly defined as vendor has only provided a budgetary Statement of Work with options
• Vendor scope to be finalized upon an in depth visit to each site 858-336-7751 February 1, 2023
4 Description Hours/wk. Rate/hr. Total Cost
Senior Project Manager (12 weeks) 4 $250.00 $12,000.00
Engineer (12 weeks) 3 $250.00 $9,000.00
Project Coordinator (12 weeks) 3 $85.00 $3,060.00
Total Project Cost: $24,060.00
• Pre‐Scheduled Work is when Fullerton notifies Glass Box at least three business days in advance of date/time
• Glass Box makes no guarantee that resources will be available to respond to emergency requests. Unscheduled requests will be handled using commercially reasonable efforts only.
• Normal Business Hours (NBH) are defined as Monday through Friday 8am‐ 5pm, except for Glass Box holidays.
• A minimum of four hours shall be charged for any work done onsite. • A minimum of one hour shall be charged for any work done remotely. • All work shall be billed in 30‐minute increments after any minimums have been applied.
• All materials used shall be billed separately.
• Services rendered will be deducted from the posted purchase order. Any purchase order issued under this SOW shall expire within one (1) year of issuance.
• Regular statements of the balance of the agreement will be provided. When the balance has been depleted, further Services are conditioned on Fullerton’s issuance of a new purchase order under this SOW. A new agreement or change request is not required unless Glass Box pricing has changed
858-336-7751 February 1, 2023
5 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.
• 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.
Period of Supplier Performance
Fees and Payment
858-336-7751 February 1, 2023
6 • GLASS BOX WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM THE SERVICES, TO THE EXTENT THAT THE FAILURE IS CAUSED BY FULLERTON’S LACK OF COOPERATION.
• GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DATA LOSS. BACKUPS SHOULD BE PERFORMED PRIOR TO WORK STARTING. ALL DATA IS THE RESPONSIBILITY OF FULLERTON.
• GLASS BOX WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE COMPLIANCE.
SOFTWARE LICENSE COMPLIANCE IS BETWEEN FULLERTON AND THE SOFTWARE COMPANY.
• GLASS BOX WILL NOT BE HELD FOR ADDITIONAL WORK NOT LISTED IN THIS SOW. AN ADDENDUM MUST BE WRITTEN AND APPROVED BY BOTH GLASS BOX AND FULLERTON BEFORE ADDITIONAL WORK CAN BE STARTED.
• GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM HEREUNDER DUE TO CAUSES BEYOND ITS REASONABLE CONTROL (INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, FIRE, FLOOD, WAR,
EXPLOSION, SABOTAGE, TERRORISM, EMBARGO, CIVIL COMMOTION, ACTS
OR OMISSIONS OF ANY GOVERNMENT ENTITY, SUPPLIER DELAYS,
COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE
MALFUNCTION, OR LABOR DISPUTES).
• GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM RELATED TO CUSTOM CONFIGURED OR SPECIALIZED HARDWARE OR SOFTWARE NEEDING MODIFICATION BY THE MANUFACTURER.
• GLASS BOX WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO
PERFORM RELATED TO DATA CONVERSION BEING PERFORMED BY CUSTOM CONFIGURED OR SPECIALIZED SOFTWARE MANUFACTURER.
• FULLERTON REPRESENTS AND WARRANTS THAT IT HAS ALL RIGHT, TITLE AND
INTEREST IN AND TO ANY DATA FURNISHED IN CONNECTION WITH THE
SERVICES AND/OR THAT IT HAS OBTAINED ALL NECESSARY CONSENTS,
PERMISSIONS AND RELEASES NECESSARY FOR GLASS BOX TO PERFORM ITS OBLIGATIONS UNDER THIS SOW.
858-336-7751 February 1, 2023
7 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:
By:
Name: John O’Hara
Name:
Title: CTO
Title:
Date:
Date: