CITY OF FULLERTON
AMENDMENT NUMBER EIGHT TO AGREEMENT
WITH
GLASS BOX TECHNOLOGY INC.
This AMENDMENT NUMBER EIGHT (“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 deployment and setup of City network server replacements 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 (Sep 6, 2023 12:11 PDT)
Sep 6, 2023
EXHIBIT A
GLASS BOX TECHNOLOGY, INC. Statement of Work for City of Fullerton SERVER REPLACEMENT PROJECT
Glass Box Technology, Inc. 8/18/2023
858-336-7751
2 This Statement of Work is made this 18th day of August, 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 The scope of this project will consist of replacing servers that house critical applications for the City of Fullerton. The current servers are past the useful life and are at imminent risk of failure. Deployment of the new hardware consists of replacing 130 servers at PD and City Hall. Applications running on the servers consist of the below (sampling below): o Application and database servers o Versaterm CAD and RMS o Active Directory o IVR o Backups o Asset Management o Information Security applications/appliances o Confluence o Cisco/VMWare appliances o Netmotion o HDL o RTA Fleet Management o Utility Billing o IAPro The project team will perform the following: • Serve as point of contact between the City of Fullerton and vendors • Analyze current systems and network requirements to ensure correct migration groups • Architecturally design the new servers to be implemented • Ensure the new server hardware has the appropriate licensing from Microsoft and VMWare • Manage all aspects of the project from inception to closure • Procure and receive all new hardware and tag each asset received • Provide rack elevations for new hardware • Install and configure all servers and • Create test, validation, and backout plans • Establish change management and communication plans as needed • Schedule necessary meetings, promptly manage and follow up on all defined tasks through completion 858-336-7751
3 • Servers will be decommissioned and new servers brought online in a phased manner so as to minimize any downtime • Schedule necessary downtimes and communicate to end users impacted by change • Promptly address issues that may arise post go-live Notes and Assumptions: • Planned duration of project is estimated to be about 3 months Project Costs Description Total Hours Rate/hr. Total Cost Program Management 380 $250 $95,000 Network Architect 80 $250 $20,000 Systems Architect 264 $250 $66,000 CTO 36 $350 $12,600 Total $193,600 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
4 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
5 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
6 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 (Sep 6, 2023 12:11 PDT)
John OHara
COO
Sep 6, 2023
Glass Box PSA 2022 Amendment 8- Server
Replacement
Final Audit Report 2023-09-06
Created: 2023-09-06
By: Lauren Parkhouse ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAA2Wf0MoCsuxxxsCZELj9DgrKfk6N2cFa4 "Glass Box PSA 2022 Amendment 8- Server Replacement" Hist ory
Document created by Lauren Parkhouse ([email protected]) 2023-09-06 - 6:37:37 PM GMT- IP address: 64.183.111.29
Document emailed to john ohara ([email protected]) for signature 2023-09-06 - 6:39:03 PM GMT
Email viewed by john ohara ([email protected])
2023-09-06 - 7:10:39 PM GMT- IP address: 99.184.250.103 Document e-signed by john ohara ([email protected])
Signature Date: 2023-09-06 - 7:11:23 PM GMT - Time Source: server- IP address: 99.184.250.103 Agreement completed.
2023-09-06 - 7:11:23 PM GMT