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HomeMy WebLinkAboutContract #: 1470 - From: 09-22-2021 To: 09-21-2024 - Onix Networking Corp - IT DocuSign Envelope ID:34146500-0231-4E56-AFA5-ED5A848060B4 TOWN OF NORTH ANDOVER STANDARD SHORT FORM CONTRACT DOCUMENT CONTRACT NO: \LYID Contractor Legal Name: Town Department Name: Onix Networking Corp. Town of North Andover Contractor Address: Mailing Address: 18519 Detroit Avenue 120 Main Street Lakewood, Ohio 44107 North Andover, MA 01845 Contractor Vendor ID: Rate(if applicable): 18281 Not to exceed $134,400.00 Contract start date: Contract End Date: September 22, 2021 September 21,2024 Description of Scope(Attach support documentation) See attached Sales Order This Contract is subject to an incorporated into the Onix Networking Government Customer Agreement-Google Workspace entered into by and between Town of North Andover,MA("Customer')and Onix Networking Corp.("Onix"),and attached hereto(the"Workspace-Agreemem"j-tn-- the event of a conflict between the terns of this Contract and the terns of the Workspace Agreement,the Workspace Agreement shall prevail. Contract Signatures: Approved as to the availability of ALL REQUIRED DOCUMENTS AGREES TO PROVIDE THE appropriations ATTACHED GOODS OR SERVICES AS INDICATED IN In the amount of ACCORDANCE WITH THE WORKSPACE $ AGREEMENT SIGNED BY THE PARTIES. Contractor: Onix Networking Corp. F' a cc Directo : Department Head: Lrlm6fb-� Docusignedby: 4 Signat e ig ature Signature I Title: President & CEO Date: Date: l 2� ` 2'I Date: 9/20/2021 Town Manager: Town Counsel: Signature Signature Date: Date: DocuSign Envelope ID:75B169B0-07B0-4DF6-A5D9-C105F3D1E3D5 TOWN OF NORTH ANDOVER STANDARD CONTRACT GENERAL CONDITIONS' Article I. Definition of Terms: The following terms in these Contract Documents shall be construed as follows: 1."Town"shall mean the To of North Andover,Massachusetts 2. "Contract,Agreement,and Contract Documents"shall include the Town's Standard Contract General Conditions,the Invitation for Bids,Requests for Proposals or other solicitations,the contractors response including Contract Certifications and Applications excluding any language stricken by the Town as unacceptable and including any negotiated statements of work contemplated by the solicitation,Technical Proposals,Contractor's Price Proposals,Performance Bonds,which documents are incorporated herein by reference. Any conflict between the Town's standard contract general conditions and the Contractor's bid proposal or any other submission will be resolved in favor of the Town's standard contract general conditions which shall preempt all other submittals. 3."Contractor"shall mean the individual,partnership,corporation or other entity to which this Contract is awarded. Article IL Performance: The Contractor shall provide the services to undertake and perform all appropriate tasks described in the Contract Documents. The Contractor shall upon written request remove from Town premises or work sites and replace all individuals in the Contractor's employ whom the Town determines to be disorderly,careless or incompetent or to be employed in violation of the terms of this Contract. Performance under this contract shall include services rendered,obligations due,costs incurred good and deliverable proved and accepted by the Town. The Town shall have a reasonable opportunity to inspect all goods and delivers, services performed by and work product of the Contractor and accept or reject such goods,deliverable,services or work product. Article HL Time of Performance:.The Contractor shall commence work immediately upon execution of this Agreement. If the Contractor fails to work at a reasonable speed or stops work altogether without due cause,as determined by the Town,the Town may give notice in writing to proceed with the work or to carry on more speedily. Three days after presentation of the notice if the work is not proceeding to the satisfaction of the Town,the Contractor shall be considered in default in the performance of the Contract. This Agreement may be extended or renewed upon agreement of the parties and only upon execution of written agreement. Article IV. Revisions in the Work to be Performed: If the Town requires revisions or other changes to be made in the scope or character of the work to be performed,the Town will promptly notify Contractor.For any changes to the scope of work,the Contractor shall notify the To of associated costs in writing. The Contractor shall make the necessary changes only upon receipt of a written acceptance of the costs and a written request from Town. The Contractor shall not be compensated for any services involved in preparing changes that are required for additional work that should have been anticipated by Contractor in preparation of the bid documents as reasonable determined by the Town. Article V. Payment for Services: The Town shall make payment to the Contractor as on the schedule and based on the milestones and deliverables set forth in the Contract Documents or on a periodic basis. Article VI. Ownership and Confidentiality of Material,Work Products: All information,data,reports,studies,designs, drawings,specifications,materials,computer programs,documents,models,inventions,equipment,and any other documentation, product of tangible materials to the extent authored or prepared pursuant to this Contract(collectively,the"Materials"),shall be the property of the Town. All Contractor proprietary rights shall be detailed in the Contract Documents. At the completion or termination of this Contract copies of all original Materials shall be promptly turned over to the Town.Once the Town has paid for a particular Material,ownership vests in Town and the Contractor must provide such Materials to To within ten(10)business days of the Town's request for the same without cost to the Town. The Town may use the Materials with respect to construction, maintenance,repair,alteration,expansion,modification and reconstruction of the Project at any time and from time to time. The Town may use the Materials produced,generated or compiled by the Contractor for another project,provided the Contractor shall not be responsible for changes made to the drawings,plans,or specifications without the Contractor's authorization,nor for the Town's use of the drawings,plans or specifications on another project. The To agrees,to the extent permitted by law,to hold the Contractor harmless from any claims,losses arising out of any use or changes to the Materials by the Town or its representatives during any other construction not a part of this contract. The Contractor shall not use such materials for any putposes other than the purpose of this Contract without prior written consent of the Town. Article VIL Release of Town: The Contractor agrees that acceptance of what the Town tenders as the final payment for final services under this Agreement shall be deemed to release of the Town forever from all claims,demands,and liabilities arising from, out of,or in any way connected with this Agreement. The Contractor shall execute a release if asked to by the Town. Article VIII. Indemnification: The Contractor shall indemnify,defend and bold harmless the Town and all of its officers,agents and employees,with counsel acceptable to the Town,from all suits,claims,demands,losses and liabilities brought against them or based upon or arising out of any act or omission of the Contractor,its agents,officers,employees,or subcontractors in any way connected to this Agreement. The Contractor agrees that it shall be solely responsible for the conduct,health,and safety of its employees during the to of this contract and shall hold the Town harmless for any injuries,damages or losses incurred by its employees while working on this project. The Contractor's agreement to indemnify the Town shall not be deemed to be released,waived or modified in any respect by reason of -...................................................................- - These Standard Contract General Conditions apply to contracts procured pursuant to M.G.L.c.30B or for exempt good and services. 2 I DSiN DocuSign Envelope ID:7501 69B0-07B0-4DF6-A5D9-C1 05F3D1 E31D5 any surety or insurance provided by the Contractor under the Agreement. Article IX. Insurance: The Contractor shall secure and maintain insurance adequate to meet its obligations hereunder and shall provide the'rown with certification of such,The Contractor shall at its own expense maintain motor vehicle liability insurance policies,workers compensation,and general liability coverage.For Contracts for professional services,the Contractor shall carry professional liability or Errors and Omissions liability insurance with a minimum limit of$1,000,000.00 per occurrence, $2,000,000.00 aggregate with a maximum deductible of$25,000.00. Article X.Assignment: The Contractor shall not assign,transfer,delegate or subcontract any interest in this Agreement without the prior written consent of the Town, Article XI. Relationship with the Town: All services to be performed under the terms of this contract will be rendered by the Contractor as an independent Contractor. None of the terms of this contract shall create a principle-agent,master-servant or employer-employee relationship between the Town and the Contractor. The Contractor shall have no capacity to bind the To in any contract nor to incur liability on the part of the Town and if the Contractor employs or proposes to employ any person during the term of this contract,the employment or proposal shall not obligate the To in any manner to any such employee. Article XII.Compliance with Laws and Contractors Responsibilities: The Contractor certifies that it and its subcontractors has complied with all applicable laws and is eligible to work in the Commonwealth of Massachusetts and that it is in compliance with Federal and State Tax laws. The Contractor shall not discriminate against any employee,or applicant for employment because of race,age,color,religious creed sexual orientation or identification,handicap,ancestry,sex or national origin. The Contactor will in all solicitations or advertisement form employees placed by or on behalf of the contractor,state that all qualified applicants will receive equal consideration for employment without regard to race,age,color,religious creed,sexual orientation or identification, handicap,ancestry sex or national origin. If applicable,as determined by the Massachusetts Department of Labor Standards,the Contractor shall comply with the Massachusetts Prevailing Wage an shall cause its subcontractors to comply with M.G.L.c. 149,s. 2713,which requires that a true and accurate record be kept of all person employed on a project for which the prevailing wage rates are requires. The Contractor shall and shall cause its subcontractors to submit weekly copies or their weekly payroll records to the City, the extent the Prevailing Wage is applicable. If an employer,the Contractor certifies compliance with applicable state and federal employment laws and regulations,including but not limited to minimum wages and prevailing wages programs and payments,unemployment insurance and contributions,workers compensation and insurance,child labor laws,human trafficking,fair labor practices,civil rights laws,non-discrimination laws and any and all other applicable laws. The Contractor agrees to be responsible for and warranty the work of its subcontractors listed in the Contract Documents and to ensure their compliance with all applicable legal,quality and performance requirements of the Contract Documents. The Contractor may not use subcontractors not named in the Contract Documents without the prior written consent of Town,which will not unreasonably be withheld. The Contractor agrees to pay all debts for labor and/or services and materials contracted by it,if any,and for the rental of any office space,equipment or machinery hired by it,if any,for and on account for the services to beperformed hereunder. The Contractor shall not take any action that causes any public official to be in violation of the State Ethics Law,M.G.L.c.268A. The Contractor certifies that it and its subcontractors are not currently debarred or suspended by the U.S.government,the Commonwealth or any of its subdivisions,and that it nor any of its subcontractors have been subject to a federal or state criminal or civil judgement, administrative citation,order for violation of M.G.L.c. 149,s. 151 or the Fair Labor Standards Act within three years prior to the date of the contract. The Contractor certifies that it has not declared bankruptcy. Article XIII. Severability: In the event any provision of this Agreement is found by a court of appropriate jurisdiction to be unlawful or invalid,the remainder of the Agreement shall remain and continue in full force and effect. Article XIV. Termination of Agreement: The Town may terminate this Agreement upon immediate written notice should the Contractor fail to perform substantially in accordance with the terms of the Agreement with no fault attributable to the other. In the event of a failure to materially perform by the Contractor the notice of such breach shall be accompanied by the nature of the failure, and the To shall set a date at least 10 days later by which Contractor shall cure the failure. If the Contractor fails to cure within the time as may be required by the notice,the Town may at its option,terminate the Agreement. Article XV. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. Any actions arising out of this contract shall be brought in a state or federal court in the County of Essex, Commonwealth of Massachusetts,which shall have exclusive jurisdiction thereof. 3 i 09 p DocuSign Envelope ID:34146500-0231-4E56-AFA5-ED5A848060B4 CERTIFICATIONS CERTIFICATE OF NON-COLLUSION The undersigned certifies under penalties of perjury that our bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business, partnership, corporation, committee, union, club or other organization, entity, or group of individuals. Lr.',f� ocuSigned by: Signature S k�s _ Date 9/20/2021 Timothy S.Needles /President &CEO Onix Networking Corp. Print Name &Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Timothy S. Needles , authorized signatory for Onix Networking Corp. Name of individual Name of contractor do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to taxes,permit or other fees,reporting of employees and contractors,and withholding and remitting child support. Docu.S�i/gn/ed by: kt'&S 9/20/2021 Signature Date 4 DocuSign Envelope ID:34146500-0231-4E56-AFA5-ED5A848060B4 CERTIFICATE OF VOTE Onix Networking Corp. At a duly authorized meeting the Board of Directors of the held on 9/20/2021 it was VOTED, THAT Timothy S. Needles President/ CEO (Name) (Officer) of Onix Networking Corp. be and hereby is authorized to execute contracts and bonds in the name and on behalf of said corporation , and affix its corporate seal hereto; and such execution of any contract or obligation in the name of Onix Networking Corp. on its behalf by such officer under seal of Onix Networking Corp. ,shall be valid and binding upon Onix Networking Corp. I hereby certify that I am the clerk of the above named coloration and that Timothy S. Needles is the duly elected officer as above of said Onix Networking Corp. , and that the above vote has not been amended or rescinded and remains in full force and effect as the date of this contract. DocuSigned by: 9/20/2021 "' (Date) (Clerk) 5 DocuSign Envelope ID.34146500-0231-4E56-AFA5-ED5A848060B4 Anix Onix Networking Government Customer Agreement Google Workspace This agreement, including all exhibits attached hereto or referenced herein, (the "Agreement") is entered into by and between Onix Networking Corp., an Ohio corporation, with offices at 18519 Detroit Avenue, Lakewood, Ohio 44107 ("Onix") and Town of North Andover, MA, a government entity with offices located at 120 Main Street, North Andover, MA 01845, hereinafter referred to as ("Customer"). Onix and Customer are sometimes referred to collectively herein as the "Parties" and individually as a "Party." This Agreement is effective as of the date signed by both parties(the"Effective Date"). WHEREAS,Onix is an authorized Google Workspace Reseller;and Customer wishes to license Google Workspace; NOW,THEREFORE, Onix and Customer hereby agree as follows: 1. User Licenses. "User Licenses" means the Google hosted services currently known as "Workspace Basic" and/or"Workspace Business"(as the services may be renamed from time to time)provided by Google and used by Customer under this agreement. 1.1. "Users" mean employees of Customer authorized by Customer to access the User Licenses. User Licenses are sold by Onix on a per User, per year basis."User License Fees"are the fees charged by Onix per User, multiplied by the number of Users as specified in the Onix Networking Services Schedule(Exhibit A). 1.2. User Licenses will be delivered to Customer in electronic format. The User Licenses shall be deemed accepted by Customer upon provisioning of the Customer domain with the specified number of User Licenses. 2. Google Workspace License. Customer agrees to comply with the terms and conditions of the "Product Passthrough Terms— Google Cloud Master Agreement - Public Sector" at https://static.cara hsoft.com/concrete/fi les/5116/0389/0638/Master_Cloud_Workspace_TOS_1.PDF. 3. Support Services. "Support Services" means the Workspace support services, provided by Onix as specified in the Exhibits, if applicable.Onix will provide to Customer Support Services specified in accordance with the applicable Exhibit. 4. Term. The initial Term of the Agreement shall be thirty-six(36)months beginning on September 22,2021 ("Initial Term"). Following the Initial Term, the Agreement will automatically renew for consecutive terms of twelve (12) months at the then-current list price (each a subsequent "Renewal Term" and collectively known as the Term), unless terminated by written notice thirty(30)days prior to the end of the applicable Term. 5. Fees and Billina. Onix will bill Customer for the User License Fees and Support Services (the "Total Fees") as specified in the Onix Networking Services Schedule(Exhibit A)on or after the Effective Date. 5.1. The Total User License Fees listed on Exhibit A below are binding and final as of the Effective Date.The Total User License Fees are non-refundable and non-cancellable for the Term. 5.2. Total Fees are due thirty (30) days from the invoice date. All payments are due in U.S. dollars. Customer is responsible for any and all applicable U.S.taxes(other than Onix's income tax)associated with the Total Fees. 5.3. Onix may revise its fees(including, but not limited to the User License Fee)with at least thirty(30)days prior written notice to Customer,effective for the following term. 5.4. The Fees for the Term, as listed below, shall be invoiced in three (3) annual billing periods in accordance with the dates in Exhibit A. All User License Fees of the Term are final and binding as of the Effective Date, and shall be non-cancellable for the Term. 6. Force Maieure. Onix shall not be liable for inadequate performance of its obligations under the Agreement to the extent caused by a circumstance beyond its reasonable control, including, without limitation, Domain Name Server issues outside its direct control, labor strikes or shortages, riots, insurrection,fires,flood,storm,explosions,acts of God,war,terrorism,governmental action,labor conditions, earthquakes and material shortages. 7. Entire Aareement. This Agreement and any Exhibits hereto and any documents expressly referenced herein or therein is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference. [SIGNATURES ON FOLLOWING PAGE] Onix Confidential Onix US Customer Agreement—Google Workspace(Gov)_l1.2020_CS_URL Page 1 of 3 DocuSign Envelope ID:34146500-0231-4E56-AFA5-ED5A848060B4 By signing below the parties acknowledge that they have received, understood and agreed to, in a legally binding manner, all components of the Agreement. Customer: To n of North Andover,MA Onix Networking Corp. DDOCUSignedbby-: oll Signature fI Signature I t� JoS Print Name ` Print Name ti§ �°ffieP�l91es Title Title President/CEO Date Date 9/20/2021 Exhibit A Onix Networkin Services Schedule Date Customer Town of North Andover, MA Billing information Customer Contact Informatlan Name Christine McElhiney Name Address 120 Main Street, North Andover, MA, 0 Address Same Telephone (978)688-9546 Telephone Email cmcelhiney@northandoverma.gov Email Activation Email cmcelhiney@northandoverma.gov Contract Term 36 months Domain Name townofnorthandover.com Onix Rep Keith Karaba northandoverma. Ox Purchase Order# User Licenses Description (Annual) Unit #Users (Annual)Total Price/License Billing Period 1: 9/22/2021 through 9/21/2022 Google Workspace Enterprise Standard $112.00 370 $41,440.00 GAPPS-ENT-STD-1 USER-12M0 Google Workspace Enterprise Standard $56.00 60 $3,360.00 GAPPS-AU-ENT-STD-1 USER-12M0 Billing Period 1:Amount invoiced on 9/22/2021: $44,800.00 Billing Period 2: 9/22/2022 through 9121/2023 Google Workspace Enterprise Standard $112.00 370 $41,440.00 GAPPS-ENT-STD-1 USER-12M0 Google Workspace Enterprise Standard GAPPS-AU-ENT-STD-1 USER-121VI0 $56.00 60 $3,360.00 Billing Period 2:Amount invoiced on 9122/2022: $44,800.00 Billing Period 3: 9/22/2023 through 9/21/2024 Google Workspace Enterprise Standard $112.00 370 $41,440.00 Onix Confidential Onix US Customer Agreement-Google Workspace(Gov)_11.2020_CS_URL Page 2 of 3 DocuSign Envelope ID:34146500-0231-4E56-AFA5-ED5A848060B4 (GAPPS-ENT-STD-1 USER-1 2MO) Google Workspace Enterprise Standard $56.00 60 $3,360.00 (GAPPS-AU-ENT-STD-1 USER-1 2MO) Billing Period 3:Amount invoiced on 09/22/2023: $44,800.00 Total User License Fees $134,400.00 Billing Terms: Annual payments due Net 30 from invoice date Total User License Fees for all Billing Periods are final and binding upon signature of the Agreement. If during the Term Customer adds additional User Licenses,Customer hereby agrees to pay Onix the Notes: pro-rata cost of the User License Fees for the additional User Licenses for the remainder of the Term for the number of additional User Licenses Customer requests. Onix Confidential Onix US Customer Agreement-Google Workspace(Gov)-11.2020-CS-URL Page 3 of 3 • SALES ORDER nix. DATE:9/24/2021 12:00:00 AM SALES ORDER NUMBER:00003632 ONIX CONTACT: MA-Town of North Andover Keith Karaba (216)529-3040 Christine MCElhiney keith@onixnet.com (978)688-9546 cmcelhiney@northandoverma.gov DOMAIN: northandoverma.gov BILL TO ADDRESS: 120 Main Street,North Andover,MA, 01845 SHIP TO ADDRESS: SALES••• Chrome PRODUCTSKU DESCRIPTION PRICE QUANTITY EXTENDED PRICE CROSSWDISSTD-RN Chrome Management Console Annual License:12 months;Term Dates: $42.35 50 $2,117.50 9/15/2021-9/15/2022 Any hardware shipped to Canada will include a Recycling Fee as well as any applicable taxes.With regard to the products listed below on this Chrome Order and any resultingg sale or contract for one or more of the following products is subject to and incorporates by reference the following License Agreements:Chrome OS:"Google Chrome OS Terms"found at https://www.google.com/intl/en/chromebook/termsofservice.html. Chrome for Meetings:"Chromebox for Meetings Enterprise Agreement"found at https: /www.google.com/chrome/terms/chromebox-for- meeti ngs/index.html. The License Agreement terms govern customer's access to and use of these services and products and shall not be superseded by any terms contained in a purchase order or any other agreement,unless agreed to and signed by both parties.Customer must accept the License Agreement terms prior to using the Services." ALL INFORMATION AND PRODUCTS PROVIDED HEREUNDER ARE PROVIDED"AS IS". IMPORTANT NOTICE-RETURN POLICY Hardware. 1.Hardware may not be returned if the on inal packaging has been opened or tampered with by Customer: 2.Hardware may not be returned beyond fifteen(15)days from the date of purchase,even if the original packaging is unopened. 3.Returned Units which remain in original,unopened packaging shall be accepted by Onix within 15 days of the Customer's purchase date.Indicate P.O. number,unit number and reason for the return. 4.If the customer has a claim within warranty period,Onix will direct the customer to Google for support and handling of the warranty claim,unless otherwise authorization in another agreement is in place at that time. Software. 1.Software returns are not permitted. Submission of an order to Onix Networking Corp.by returning this Sales Order with signature and by submitting an order to Onix Networking Corp.by any other means,including a purchase order,constitutes a non-cancelable purchase. ORDERSALES PRODUCT SKU DESCRIPTION PRICE QUANTITY EXTENDED PRICE GAPPS-ENT-STD-1USER- Google Workspace Enterprise Standard License,1 user,12 Months;Multi- $112.00 370 $41,440.00 12MO year,3 Year Commit,Term Dates:9/22/2021-9/22/2024 GAPPS-AU-ENT-STD-1 USE R- Google Workspace Archived User Enterprise Standard-12MO;Multi-year,3 12MO Year Commit,Term Dates:9/22/2021-9/22/2024 $56.00 60 $3,360.00 CP-CloudPIatform-Usage Google Cloud Platform Usage $100.00 1 $100.00 CURRENCY:USD Total: $47,017.50 With regard to the products listed below on this Standard Order and any resulting sale or contract,is subject to and incorporates by reference the current Onix Customer Agreement for the Product SKU(s)listed below(the"Terms").The Terms govern customer's access to and use of these services and products and shall not be superseded by any terms contained in a purchase order or any other agreement unless signed by both parties.Submission of an order to Onix Networking Corp.by returning this Sales Order with signature and by submitting an order to Onix Networking Corp.by any other means, including a purchase order,constitutes a non-cancelable purchase. ADDRESS PURCHASE• D TO: Onix Networking Corp. (800)664.9638•(216)529.3000•onixnet.com•18519 Detroit Avenue,Lakewood,Ohio 44107 Page 1 of 2 i nix. L- SALES ORDER A Onix Networking Corp. DFAS:WInS(Web Invoicing System) Cage Code:OZZJ6 18519 Detroit Ave. GSA Finance Electronic Invoicing System D&B Number:80-7896121 Lakewood,OH 44107 Federal ID Number:34-1729033 Sales Order Expires in 30 Days Onix Networking Corp.-Confidential Information By signing this Soles Order,I acknowledge that I am outharized to execute this order on behalf of customer and hove carefully read,understand and fully agree to the terms and conditions. SIGANTURE TITLE PRINT NAME DATE Onix Networking Corp. (800)664.9638•(216)529.3000•onixnet.com•18519 Detroit Avenue,Lakewood,Ohio 44107 Page 2 of 2