CITY OF FULLERTON
AMENDMENT NUMBER FOUR TO AGREEMENT
WITH
GLASS BOX TECHNOLOGY INC.
This AMENDMENT NUMBER FOUR (“Amendment”) to the Professional Services Agreement (“Agreement”) is entered into by and between the CITY OF FULLERTON (“City”), and Wachter. (“Consultant”).
RECITALS
A. On July 1, 2022, the City and the Consultant entered into an Agreement (“Agreement”) for the Consultant to provide Information Technology Management Services for the City of Fullerton.
B. The City and Consultant desire to further 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 to amend the Agreement as follows:
1. Section 1.1 titled “Scope of Services” of the Agreement is hereby amended to add upgrades to the City Council Chambers audio-visual system as more specifically outlined within the scope of work attached hereto as Exhibit “A”.
2. Section 6.0 titled “General Provisions” is amended to insert a new Subsection 6.27 titled “Executive Order N-6-22” as follows:
6.27 Executive Order N-6-22. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the City determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.
Contractor shall immediately notify City in writing upon being subjected to Economic Sanctions or upon being charged by a government agency of conducting prohibited transactions within the meaning of Executive Order N-6-22.
3. Except as set forth in this Amendment, all other provisions of the Agreement, as amended, shall remain the same and in full force and effect.
4. All terms not defined herein shall have the same meaning and use as set forth in the Agreement, as amended.
IN WITNESS WHEROF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers.
CITY OF FULLERTON
_____________________________ Date: ___________________ City Manager
CONSULTANT – Glass Box
______________________________ Date:____________________ John O’hara, Co-Founder & President
APPROVAL AS TO FORM
_________________________
Richard D. Jones, City Attorney
EXHIBIT A
GLASS BOX TECHNOLOGY, INC.
Statement of Work for City of Fullerton
City Council Chambers, Conference Room, and
Mayor’s Office Audio Video Upgrades
Glass Box Technology, Inc.
1/11/2023
858-336-7751 January 11, 2023
2 This Statement of Work is made this 11th day of January, 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 West Commonwealth Avenue, Fullerton, CA 92832 (hereinafter referred to as “the City of Fullerton”). Glass Box and the City of Fullerton may also be referred individually as “Party” or collectively as “Parties.”
Scope of Work
Glass Box has been retained by the City of Fullerton to provide project management for the upgrade of the audio video systems in the City Council Chambers, City Council Conference Room, and the Mayor’s Office. This will include working with Granicus for a re-integration of their VoteCast system.
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 lifecycle • 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 the City of Fullerton • Manage project to the completion and fulfillment of original scope • Provide all key project documentation and support to the City of Fullerton post Go-Live
858-336-7751 January 11, 2023
3 Assumptions
• Scope of work will be completed by a collaborative vendor effort managed and technically implemented by Glass Box
o Vendor statements of work, quotes and invoices will be routed to the City of Fullerton for processing via Glass Box
Project Costs
Description Hrs Rate/hr. Total Cost
Network Architect 80 $250.00 $20,000.00
Systems Architect 80 $250.00 $20,000.00
Sr. Project Manager 200 $250.00 $50,000.00
Sr. IT Executive 25 $295.00 $7,375.00
Project Total: $97,375.00
858-336-7751 January 11, 2023
4 Additional Information
• Pre‐Scheduled Work is when the City of 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 the City of 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 January 11, 2023
5 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 the City of Fullerton cancels any Services with less than one (1) week prior notice, the City of 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 CITY OF FULLERTON.
• THE CITY OF 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 CITY OF FULLERTON REQUEST, THE CITY OF FULLERTON
WILL ONLY BE BILLED FOR SERVICES RENDERED, WITH PRIOR CITY OF FULLERTON APPROVAL. UNDER NO CIRCUMSTANCES SHALL ANY PURCHASE ORDER
FURNISHED BY THE CITY OF FULLERTON BE CONSTRUED AS A MINIMUM PURCHASE COMMITMENT ON THE PART OF THE CITY OF FULLERTON. • PAYMENTS ARE DUE TO GLASS BOX WITHIN 30 DAYS AFTER THE CITY OF FULLERTON’S RECEIPT OF AN INVOICE AGAINST THIS AGREEMENT.
858-336-7751 January 11, 2023
6 Disclaimer
• GLASS BOX WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM THE SERVICES, TO THE EXTENT THAT THE FAILURE IS CAUSED BY THE CITY OF 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 CITY OF FULLERTON.
• GLASS BOX WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE COMPLIANCE.
SOFTWARE LICENSE COMPLIANCE IS BETWEEN THE CITY OF 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 CITY OF 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.
• THE CITY OF 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 January 11, 2023
7 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: The City of Fullerton
By:
By:
Name: John O’Hara Name:
Title: CTO Title:
Date: Date: