CITY OF FULLERTON
AMENDMENT NUMBER SIX TO AGREEMENT
WITH
GLASS BOX TECHNOLOGY INC.
This AMENDMENT NUMBER SIX ("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:
Section 1.1 titled "Scope of Services" of the Agreement is hereby amended to add setup and deployment of 75 computers replacement with Dell Financial Services lease as more specifically outlined within the scope of work attached hereto as Exhibit "A".
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.
N WITNESS WHEROF, the parties hereto have caused this Amendment to be execute y 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
FY2024 WINDOWS 10 DEVICE REFRESH
CITY
N
CALIFORNA
CLASS
BOX
TECHNOLOGY
Glass Box Technology, Inc.
1/23/23
858-336-7751 January 23, 2023
This Statement of Work is made this 23rd 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 City of Fullerton, with its principal place of business at 303 West Commonwealth Avenue, Fullerton CA 92832 (hereinafter referred to as "Fullerton"). Glass Box and Fullerton may also be referred individually as "Party" or collectively as "Parties." Scope of Work
Glass Box has been retained by Fullerton to provide Technicians and a Project Manager to refresh 75 desktop computers and monitors, and image each device with a Microsoft Windows 10 operating system. The devices will replace Fullerton's out-of- warranty devices and hardware.
Tasks
Glass Box will perform the following tasks:
• Set up each user with a desktop computer and monitor, imaged per Fullerton's specification.
• Perform Windows 10 installation on each user's PC and verify install was successful.
• Troubleshoot any issues related to the upgrade of the Windows 10 OS. • Troubleshoot any issues associated with hardware, drive discovery, or application installation.
Transfer any required data from old PC to new PC and verify/troubleshoot as needed.
• Document all troubleshooting issues and solutions for later use on Windows 10 upgrades.
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Project Costs
Description Total Devices Hrs/Device Rate/hr. Total Cost Technician 75 8 $85.00 $51,000.00
Project 75 3.8 $85.00
Coordinator $24,225.00
Sr. Program 75
0.5 $250.00 $9,375.00
Manager
Total Project Cost: $84,600.00
*There will be no charge for storage on each unit for the first 6 months 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
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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.
4 ASS
BOX
858-336-7751 January 23, 2023
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.
5 • LAS.
858-336-7751 January 23, 2023
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: John O'Hara Name:
Title: CTO Title:
Date: Date:
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