Terms & Conditions.
1. TEMPORARY STAFFING AGREEMENT
CCI may subcontract with and provide to Customer under this SOW an independent contractor (Consultant) to provide some or all of the services under this SOW. In that event, the “Consultant” shall be the “CCI Staff Resource” referred to in this SOW.
CCI shall source and provide CCI Staff Resource to Customer for the purpose of providing services outlined in Schedule 1 and otherwise in this SOW in accordance with Customer’s work.
CCI will designate and provide at no charge to Customer one of CCI’s staff to serve as the liaison between CCI and Customer in overseeing the implementation of this SOW. This person may be the CCI Staff Resource assigned to the project set forth in this SOW.
It shall be Customer’s sole responsibility to specify its requirements and time frames and provide all information to CCI Staff Resource and to liaise with CCI Staff Resource to ensure the work is performed as set out under Schedule 1 and otherwise in this SOW. Any and all reviews of the work shall be conducted prior to authorizing worksheets, which will otherwise be relied upon by CCI for purposes of invoicing and billing Customer for work performed by the CCI Staff Resource as set out under such worksheets. Customer shall, at its own expense and at no additional cost to CCI, provide CCI Staff Resource with all documents or other materials and data or other information necessary for the performance and completion of the work. CCI Staff Resource shall use his/her own equipment where appropriate for the purposes of performing and completing the work in accordance with this SOW.
CCI will recruit, interview, screen, and provide general testing and orientation to the CCI Staff Resource assigned to Customer’s facility prior to his/her assignment to Customer’s facility. Customer is responsible for site and job specific orientation and safety training.
For the CCI Staff Resource who is an employee of CCI, CCI agrees to assume full responsibility for paying the CCI Staff Resource, withholding and transmitting payroll taxes, making unemployment contributions, and responding to claims for unemployment and workers’ compensation proceedings. If an independent contractor/Consultant is used as the CCI Staff Resource, CCI will pay that person as such. In any event, the CCI Staff Resource will not be treated as an employee of Customer for purposes of holidays, vacations, disability, insurance, pensions or other employee benefits offered or provided by Customer.
CCI will ensure insurance coverage that includes general liability, hired and non-owned auto liability, fidelity bond, state and federal unemployment, and workers’ compensation insurance. However, Customer agrees that any CCI Staff Resource is under the management and control of Customer alone and therefore assumes responsibility for any damages caused by CCI Staff Resource while under the direction of Customer. Upon request, CCI will provide certificates of insurance detailing this coverage.
CCI will invoice Customer monthly for services provided in accordance with this SOW. Payment in U.S. dollars will be due upon receipt of the invoice. Any payment received beyond 30 days after the date of invoice will incur 0.833% interest per month until paid.
In the event of ongoing, excessive, work time requirements of the CCI Staff Resource by Customer, Customer acknowledges and agrees such excessive time will be billed separately and paid by Customer beyond the total price set forth in this SOW.
Customer will not permit or cause CCI Staff Resource to perform any work activities other than those specifically set forth in Schedule 1 or otherwise in this SOW.
Customer will not permit or cause CCI Staff Resource to operate any motor vehicle or machinery without first executing a Vehicle or Machinery Operator Release Agreement on a form provided by CCI.
Customer will not permit or cause CCI Staff Resource to handle cash, negotiables, or other valuables of any kind other than those, if any, specifically set forth in Schedule 1. Customer will not permit or cause CCI Staff Resource to handle cash, negotiables, or other valuables without first executing a Money, Valuables and Securities Release Agreement on a form provided by CCI. CCI will process claims arising from dishonesty or misconduct of CCI Staff Resource only if Customer reports such claims directly to CCI within five (5) days after discovery of the occurrence. Customer will cooperate fully in any investigation and prosecution relating to such claims.
Customer agrees to notify CCI immediately whenever any CCI Staff Resource performs any work under a government contract, and agrees to pay to CCI a price differential to reflect the higher wages that may be due any such CCI Staff Resource by reason of any government contract law or the contract specifications.
Customer will comply with OSHA, EEO, EPA, ADA, Department of Labor, Wage and Hour laws and all other applicable laws and regulations and agrees to indemnify CCI and to hold CCI harmless for all liability incurred by CCI as a result of a CCI Staff Resource’s claim based upon activity of Customer or Customer’s employee(s), agents or other subcontractors.
In the event of injury (regardless of severity), Customer will notify CCI immediately. It is CCI’s policy to make arrangements for an injured CCI Staff Resource to receive treatment and to conduct an accident investigation. Accident procedures will be made available for the Customer to post at each worksite. Injured CCI Staff Resource may be drug screened if allowed under applicable law.
Customer acknowledges that all personnel sent by CCI are under contract with or directly employed by CCI. Customer agrees not to hire or cause to be hired said person as an employee of or an independent consultant to Customer or a related company. Customer acknowledges that violation of this provision is a breach of contract which will entitle CCI to recover any and all damages and costs including reasonable attorney fees.
The terms of this SOW will commence as of the date of Purchase Order and will continue for the term outlined in Schedule 1 and otherwise in this SOW. This SOW will apply to any CCI Staff Resource assigned to any Customer location. Additional Schedules can be added under this SOW and must be approved by Customer and CCI prior to commencement. No oral statement will modify or affect the foregoing terms and conditions.
2. DOCUMENT DELIVERABLES
Deliverables will be provided on a best effort basis during the project engagement.
3. CHANGE MANAGEMENT PROCEDURES
It may become necessary to amend this SOW for reasons including, but not limited to:
Changes to the SOW and/or specifications for the Services.
Changes to the Milestone Invoice Schedule.
Changes to the project schedule.
Unavailability of resources which are beyond either party’s control.
Environmental or architectural conditions not previously identified.
A request for a change may be initiated by either party in accordance with the procedure outlined below. The party requesting the change will deliver a Change Request to the other party, an example of which CCI can provide upon request. The Change Request will describe the nature of the change, the reason for the change, and details of the likely impact, if any, on the project’s schedule, scope, pricing, and payment. The parties will evaluate the Change Request and negotiate in good faith the changes to the Services and additional fees, if any, required to implement the Change Request. If both parties agree to implement the Change Request, both parties will sign the Change Request, indicating acceptance of the changes. Upon execution of the Change Request, the Change Request will be considered an amendment to this SOW. CCI is under no obligation to proceed with the Change Request until both parties agree to and sign the Change Request.
Whenever there is a conflict between a fully executed Change Request and the original SOW, or a previous fully executed Change Request, the terms and conditions of the most recent fully executed Change Request will prevail.
4. TERMS AND CONDITIONS
4.1. Customer Delays and Penalties
Customer’s site shall be ready prior to the date scheduled to perform the services provided in this proposal. CCI will manage the project schedule to accommodate variable product lead times.
Cost associated with delays caused solely by Customer, including Customer’s failure to make the Customer Site ready, network changes or Customer’s failure to meet any of the other responsibilities specified in this SOW could incur a penalty of $2,500 per business day not to exceed ten percent (10%) of the total Services contract value. In addition, Customer will allow additional time for completion by means of additional day(s) being added to the timeline.
Project schedule dates can only be determined upon signed contract with CCI as actual equipment arrival and status is dependent upon manufacturer lead times.
Customer is to notify CCI of any schedule change at least fourteen (14) calendar days before the originally scheduled project start date. Failure to do so will result in reimbursement CCI for related costs and increases in costs associated with the change including but not limited to: travel, lodging, manpower and resource reallocation. Any additional cost to CCI, directly related to and due solely to Customer delays, will be the sole responsibility of Customer.
4.2. Project Delays
CCI will strive to ensure all project timelines are met within the proposed project timeline. CCI will not be held responsible for delays due to the following circumstances:
DOA gear, hardware or software bugs that require RMA.
Cisco or other manufacturer bugs. However, CCI will assist in troubleshooting and bug resolution.
Force Majeure. In any case where either party hereto is required to do any act other than payment of money, delays caused by or resulting from the following: (a) Acts of God whether or not addressed specifically herein, (b) war (declared or undeclared), (c) terrorism, (d) civil commotion, (e) fire, flood or other casualty, (f) labor disputes, (g) shortages of labor, products, materials or equipment, (h) unavailability of transportation, (i) government regulations, restrictions or actions including without limitation business slowdowns or shutdowns, transportation or shipping restrictions, quarantines, lockdowns and stay-at-home orders, (j) unusually severe weather, (k) diseases or epidemics including without limitation COVID19, or (l) other causes beyond such party’s reasonable control whether or not addressed specifically herein (“Force Majeure Events”), regardless of foreseeability, shall not be counted in determining the time during which the act shall be completed, whether such time be designated by a fixed date, a fixed time or a reasonable time, and such time shall be deemed to be extended by the period of such delay. CCI may, at its discretion, terminate this SOW in the event it determines that such Force Majeure event prevents performance of the act.
Manufacturing and shipping delays are not the responsibility of CCI. CCI will make every reasonable effort to expedite all equipment as necessary. Accurate ship dates and lead times cannot be realized until the proposed Bill of Materials and contracts have been signed.
4.3. Intellectual Property
Customer agrees that the programs, including but not limited to the format and content of this document, data collection and design/assessment methodologies, and recommendations contain proprietary information and material that is owned by CCI Systems, Inc., and is protected by applicable intellectual property and other laws. Customer agrees that it will not use such proprietary information or materials in any way whatsoever except for in the review and implementation of the proposed project. No portion of the documentation may be reproduced in any form or by any means, except as expressly permitted in these terms. Customer agrees not to modify, distribute, or create derivative works based on the completed projects in any manner.
4.4. Data Handling
Collection of data will be limited to that which is necessary to perform the work outlined in this SOW. No data will be collected from or shared with Customer without a mutually signed SOW.
Transfer of data will be via the CCI Systems, Inc. box.com account and only between authorized personnel from CCI and Customer. No third party access will be granted to the project folder.
Usage of collected data is limited to the scope of this SOW.
Access to the data will be limited to the engineer(s) assigned to this project.
Retention of project-specific data will be limited to the life cycle of this SOW. Data necessary for subsequent and related projects will be retained for the life cycle of the applicable projects. General customer-specific data may be retained indefinitely.
Storage of data retained indefinitely will be securely managed within the CCI Systems, Inc. network.
Destruction of data will occur within two weeks of the close of the project unless the data has been marked for temporary or indefinite retention.