CITY OF FULLERTON
AMENDMENT NUMBER FIVE TO AGREEMENT
WITH
GLASS BOX TECHNOLOGY INC.
This AMENDMENT NUMBER FIVE (“Amendment”) to the Professional Services Agreement (“Agreement”) is entered into by and between the CITY OF FULLERTON (“City”), and Glass Box Technolyg, Inc. (“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 integration of Peregrine software with the Police Department network 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
john ohara (Jun 8, 2023 07:55 PDT)
Jun 8, 2023
EXHIBIT A
GLASS BOX TECHNOLOGY, INC. Statement of Work for City of Fullerton PEREGRINE IMPLEMENTATION AND INTEGRATION WITH PD AND CITY SYSTEMS
Glass Box Technology, Inc. 6/5/2023
858-336-7751
2 This Statement of Work is made this 5th day of June, 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.” Scope of Work Glass Box has been retained by The City of Fullerton to implement the first phase of the Fullerton Real-Time Crime Center. As part of the project Glass Box will provide project management, implementation & integration of the Peregrine platform (https://peregrine.io/platform/). Scope • Implementation of the Peregrine platform, a web-based, CJIS-compliant software-as-a-service (SaaS) that provides a single point of access to integrate, discover, view, and analyze data from FPD-defined data sources. • Arrange vendor meetings with possible application vendors to review solutions • Management and partnership with vendor to complete scoping process • Glass Box will obtain quotes from vendors for platforms integrating with the Peregrine platform (where applicable) • Based on the Fullerton order form (Peregrine Technologies Order form for Fullerton PD - 5.23.2023) o The Peregrine platform will integrate the following Fullerton data sources and systems in the first phase of the project: • Versaterm RMS • Versaterm CAD (including AVL data) • Evidence via Axon’s evidence.com • GIS mapping layers • mobile location info from devices such as GPS trackers and cell phones • Milestone VMS • Fullerton Utilities information • Flock LPR (with no greater than 90-day retention) • Vigilant LPR (with no greater than 90-day retention) • **Additional data sources/integrations will be added in a subsequent phase and are not included in the scope of this SOW 858-336-7751
3 The Glass Box project team 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 • Integrate all the Fullerton applications into the Peregrine platform • Active Directory and Okta integration • 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 • 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/documentation 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 Assumptions • Quotes from the various vendors will be obtained during this phase of the project • Planned duration of project is estimated to be approximately 3-4 months • The Peregrine platform is out-of-the-box compatible and easy to integrate with most 858-336-7751
4 identity providers, including ADFS, Okta, and PingFederate • Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Project Costs Description Total Hrs Rate/Hr Total Cost CTO 42 $350 $14,700 Senior Program Manager 175 $250 $43,750 Engineering 150 $250 $37,500 TOTAL PROJECT COST $95,950 Additional Information • Pre-Scheduled Work is when Fullerton notifies Glass Box at least three business days in advance of date/time • Glass Box makes no guarantee that resources will be available to respond to emergency requests. Unscheduled requests will be handled using commercially reasonable efforts only. • Normal Business Hours (NBH) are defined as Monday through Friday 8am-5pm, except for Glass Box holidays. • A minimum of four hours shall be charged for any work done onsite. • A minimum of one hour shall be charged for any work done remotely. • All work shall be billed in 30-minute increments after any minimums have been applied. • All materials used shall be billed separately. • Services rendered will be deducted from the posted purchase order. Any purchase order issued under this SOW shall expire within one (1) year of issuance. • Regular statements of the balance of the agreement will be provided. When the balance has been depleted, further Services are conditioned on Fullerton’s issuance of a new purchase order under this SOW. A new agreement or change request is not required unless Glass Box pricing has changed 858-336-7751
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 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
6 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
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: City of Fullerton By: By: Name: Name: Title: Title: Date: Date:
john ohara (Jun 8, 2023 07:55 PDT)
John OHara
COO
6/8/23