EXHIBIT 10.34
PROFESSIONAL SERVICES AGREEMENT [[gevity hr LOGO]]
I. THE PARTIES: This Agreement is made between - One Source Technology, Inc.
("Client") with its principal office located a the address set forht beneath
Client's signature below and:
[X] Gevity HR, L.P.,
[ ] Gevity HR II, L.P.,
[ ] Gevity HR III, L.P.,
[ ] Gevity HR IV, LI'.,
[ ] Gevity HR V, L.P.,.
[ ] Gevity HR ________,
[ ] Gevity HR VI, L.P.,
[ ] Gevity HR VIII, L.P.,
[ ] Gevity HR IX, L.P.,
[ ] Gevity HR X, L.P.,.
[ ] Staff Leasing, Inc. d/b/a Gevity HR
(hereinafter individually and jointly "Gevity HR"), a wholly-owned subsidiary of
Staff Leasing, Inc. d/b/a Gevity HR, a Florida corporation, wtih it's principal
office located at 600 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Collectively, Client and Gevity HR are referred to as "the parties."
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2. OPTIONAL BENEFITS AND SERVICES:
A. Employee Health and Welfare Benefits: Client will indicate, by selecting
one of the following two benefit options, whether or not Gevity HR's optional
health and welfare benefits ("Benefits") are desired for "Co-Employees" (defined
in section 6.A. below). Gevity HR's initial and continuing obligation to offer
Benefits to Co-Employees is contingent upon satisfaction of eligibility,
participation and client contribution requirements in effect from time to time.
See section 32 for a description of these requirements.
Client is to choose ONE OPTION.
CHECK AND INITIAL Option (i) or (ii)
[X] Option (i) Clients Initials TW or [] Option (iI) Clients Initials
FULL BENEFITS ---- NO BENEFITS ----
B. Additional Services Provided by Gevity HR: Gevity HRs basic "Services"
provided to all clients are described in Section 6.C. below. If the parties have
agreed that additional services will be provided by Gevity HR and included in
Gevity HR's Fees, such additional services are specified on Schedule A of the
Proposal.
C. Supplemental Services Provided by Vendors: Gevity HR's clients are
eligible to receive certain supplemental services designed to help businesses
improve their business operations, work environment and overall effectiveness.
These are not included in Gevity HR's basic Services provided under this
Agreement. Such services would be provided by a vendor under separate contract
between vendor and Client adn would be billded separately. See section 31 for
details.
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3. If Client has any worksites in Florida covered by this Agreement, Client
affirms that, pursuant so F.S. Section 627.192(B), except for premiums or
amounts that are subject to good faith dispute, Client does not owe its current
or prior Insurers any past due premium for workers' compensation insurance, and
does not owe its current or prior employee leasing company any past due amounts
under the service agreement with such employee leasing company. Client has read
the foregoing sentences and by signing below swears that the facts stated in the
foregoing sentence are true.
The signatures on behalf of Gevity HR and Client immediately below constitute
execution of this Agreement.
Gevity HR CLIENT
Signature /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Signature /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- -----------------------------
Typed or Typed or
Printed Printed
Name ▇▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- -----------------------------
Title: Senior Vice President Title: CEO
-------------------------------- -----------------------------
Date: December 26, 2002 Street
-------------------------------- Address ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
-----------------------------
City,
State, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Zip -----------------------------
Date: 9/13/02
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THIS AGREEMENT is continued on the following pages. Please read all pages
carfully.
Page 1 of 8
4. PROPOSAL means a Proposal which sets forth the "Fees" to be paid by Client
foe Gevity HR `s services ("Services") sd en rifled in the ii rst Sentence of
4.C. Each Proposal agreed to by the parties is attached hereto and made an
integral part of this Agreement, including the terms and definitions in, and any
Schedules attached to, each Proposal. The Fees shown in a Proposal and its
attached Schedules (i) see based on information concerning Co-Employees' job
classifications and remuneration supplied to Gevity HR by Client (Consent
Information") and on the requirements, methods and level of Services agreed upon
by the parties, and (ii) reflect a discount for payment's made with bank draft,
ACH Transfer, wire transfer and similar commercial banking Transactions
acceptable to Gevity HR; the discount is not available if Client pays with a
credit card.
5. COUNTERPARTS: This Agreement may be signed in one or more Counterparts, each
of which when executed shall be deemed an original and together shall constitute
one and the same instrument.
6. EMPLOYER RELATIONSHIP:
A. The employer arrangement established under this Agreement will apply only in
the U.S. States identified and "priced" in the Proposal(s). Client's existing
active employees and employees subsequently hired by Client in these states will
become co-em ployed by both Client and Gevity HR upon Gevity HR's confirmation,
as provided in ss.56.B. and 14.A, that they are "Co Employees." If Client
establishes a worksite in any area ("other area") outside of such states, this
Agreement shall not a pply in such other area. Upon Client's request and the
concurrence of Gevity HR to provide Services in the other area, the pa tries
will enter in to a sepa rare agreement covering the other area. Client shall at
all times retain its ststus as an employer of Co-Em ployees hut the entsrety of
an employer's rights and responsibilities shall be shared and allocated between
Gevity HR and Client as set forth herein so that Co-Employees shall be
simultaneously employed by both parties. Gevity HR shall be the employer of
Co-Employees for employer responsibilities related to Gevity HR's Services
defined in 56.C and for purposes of compliance with the laws specified in 57.A.
hereof. Client shall be the employer of Co-Employees for all employer
responsibilities unrelated to Gevity HR s Services and for purposes of
compliance with the law specified in 7.B. hereof. Gevity HR`s retention of
rights shall not be deemed a mandate to exercise any of such rights and does not
negate Client's ability to exercise its rights and obligations as an employer.
Client shall at all times have the privilege, authority and duty to exercise the
rights and responsibilities that a worksite employer has with respect to
employees, including the rights assumed by Gevity HR, subject to the
requirements set forth herein. Gevity HR reserves a right of direction and
control over Co-Employers and its authority to hire, terminate its employment
of, and discipline and reassign. Co-Employees, notwithstanding the foregoing
reserved and retained rights, Gevity HR assigns to Client the actual control
over (i) the day-to-day job duties of Co-Employees, and (ii) the portion of all
job sites at which and from which Co-Employees work. Client (a) accepts the
assignment of actual control as set forth in the foregoing sentence, (b)
understands that Client has actual control over Co-Employees' job duties and job
sites at which and from which Go-Employees work, and (c) agrees that Gevity HR
is absolved of actual control over the Co-Employees' job duties and job sites at
which and from which Co-Employees work. Client has the right to hire, accept or
cancel the assignment of, and to terminate its employment of, any Co-Employee,
provided that such cancellation or termination is not otherwise prohibited by
any applicable law - Client also has the right and obligation to supervise,
direct and control the Co-Employers in order to conduct its business, discharge
fiduciary responsibilities or comply with any federal, state or local licensure,
regulatory, statutory or other legal requirements. Client is solely responsible
for the quality, adequacy and safety of all goods produced and services
performed by the Co-Employees and for the consequences, including damage to the
Client's business operations, even if the actions are implemented by
Co-Employees.
B. If Gevity HR needs to make a decision regarding its employment of any
Co-Employee, Client will provide the information necessary for Gevity HR to make
a reasonable and informed decision. If Gevity HR finds it necessary to conduct
an investigation before making a decision, Client shall cooperate fully in that
investigation. If Client does not cooperate or provide requested information
necessary for Gevity HR to make an informed decision or if Client unilaterally
makes its own employment decision regarding a Co-Employee, Client will be fully
responsible for the consequences of such action or decision. Client understands
that no individual hired by Client will become a Co-Employer for whom Gevity HR
will provide Services hereunder until Gevity HR issues an employer
identification number after receiving required information and forms (see
Section 4.A.). Also, under the laws referred to in 57.A., Gevity HR must obtain
and maintain certain documents signed by Co-Employers. Client agrees to help
facilitate the timely delivery of such documents to Gevity HR - It is understood
that if required signed documents for an employee hired by Client are not timely
received by Gevity HR, or if Gevity HR determines that an employer has submitted
invalid documentation, then Gevity HR may refuse to co-Employ and provide
Services for that employer or may exercise its right to terminate that
employee's employment with Gevity HR.
C. In furtherance of its responsibilities as a co-employer, Gevity HR will,
under its own employer identification numbers, (i) process payroll, pay wages
and make deductions that are legally required or duly authorized; (ii) collect,
report and pay applicable payroll taxes and keep payroll and tax records as
required by federal, state and local tax laws and regulations; (iii) secure
workers' compensation (W C") insurance and timely pay the premiums therefor;
(iv) comply with state and federal unemployment laws by maintaining accounts,
paying unemployment insurance taxes, filing required reports and administering
and managing claims (subject to the understanding that in certain states,
Client's employer identification number will be used for all unemployment
matters and, upon receiving Client's written authorization, Gevity HR will
perform its responsibilities as Client's designated agent); and, (v) administer
optional Benefits selected by Client and provide other services specified in the
P top oss. The responsibilities set forth in the foregoing sentence constitute
the Services. Gevity HR may provide other services, but only if agreed to in a
separate written agreement. Gevity HR assumes responsibility for the payment of
wages to Co-Employees without regard to payments by Client to Gevity HR,
although in doing so Gevity HR does not waive or limit any claim to be
reimbursed by Client for such payments, and assumes full responsibility for the
payment of payroll taxes and collection of taxes from payroll on Co-Employers.
Under no circumstances will Gevity HR provide any service, guidance or decision
on strategic, financial, operational or other matters concerning Client's
business.
D - Gevity HR will give written notice of the relationship between Gevity HR and
Client to each Co-Employment. Client understands that with respect to Gevity HR,
Co-Employers are at-will employees, and that the written notice to Co-Employees
contains a statement that there is no written, verbal or implied contract
between Gevity HR and a Co-Employee. When a Co-Employee's employment with Client
ends for any reason, Client shall immediately notify Gevity HR of the date the
employment terminated and the reasons therefor so that Gevity HR may timely
remove the Co-Employee's name from its active records, promptly notify insurance
carriers and other third parties and otherwise comply with post-employment
requirements related to its Services. If Client fails to timely notify Gevity HR
that a Co-Employee's employment has ended, Client agrees to reimburse Gevity HR
for any premiums and other fees attributable to that Co-Employee paid to third
parties through the date Gevity HR receives notice from Client. If this
Agreement is terminated, Client shall immediately notify all Co-Employers of
that fact and shall inform them that they are no longer employees of Gevity HR
and will no longer be covered by Gevity HR's W C policy or other benefits and
insurance.
E. Client agrees that, since it controls the worksite and the scheduling and
supervision of Co-employees, and exercises the day-to-day direction and control
over Co-Employees, Client will determine, verify and accurately report to Gevity
HR, at the same times that payment information is reported to Gevity HR pursuant
to Section l2.A.: (i) the total number of hours worked by all Co-Employees and
their exempt and non-exempt status; and (ii) the total remuneration due each
Co-Employee for every payroll period in accordance with the requirements of the
Fair Labor Standards Act ("FLSA ), any applicable state or local law and any
agreement between Client and the Co-Employee. Client assumes full responsibility
for the accuracy of such reporting and the amount of remuneration due each
employee. Client shall maintain records of hours worked for at least four (4)
years and shall make such records available to Gevity HR upon request.
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Client shall not withhold or authorize the withholding of a payment of wages
absent express permission from a Co-Employee and will nor violate any applicable
law pertaining to the payment of wages. Client shall not make any taxable
payment of any kind, except pro fit sharing or pension plan distributions
pursuant to the terms of a qualified plan. directly to any Co-Employee. Any
owner or officer of Client enrolled as a Co-Employee must receive sufficient
remuneration through Gevity HR system to satisfy Gevity HR's minimum pay roll
requ item en t esra ▇▇▇▇▇ ▇▇ from rime to rime. Client agrees to immediately
forward to Gevity HR any order or notice of ▇▇▇▇ ishm tnt, involuntary
deduction, IRS lien or other legal process received by Client a ffecting wages
paid to Co-Employees and ro nign such docu men is as are necessary to authorize
Gevity HR to act on Clien t's beh all in resp o nding to suck legal p rocess,
Client shall be solely responsible for all no n-co m p ha nec penalties and
liabilities resulting from Client's failure to timely forward such legal process
to Gevity HR or to sign required authorization documents.
F. If pursuant to state, local or federal law, a Co-Employee is required to have
or maintain a special license or to work under a supervisor who has or maintains
a special license, Client will he responsible for verifying such licensure and
providing the required supervision. Client is solely responsible for verifying
what qualifications are necessary to perform each job, for assuring that a
Co-Employees have and maintain the ability and qualifications necessary to
perform the essential tasks of their jobs, and for the consequences of its
hiring, supervision, disciplinary and termination decisions. Client has the sole
responsibility to recruit, screen, interview, review resumes and other documents
submitted by job applicants, conduct appropriate background investigations,
verify education, references and prior experience, determine job assignments,
decide where and when employees work, provide necessary teaming and supervision,
evaluate performance, carry out necessary discipline as app top nate and remove
workers from jobs for which they lack the ability or qualifications to perform
if they or the life of property of others are in danger because of the
deficiency.
G. Client is responsible for the implementation and enforcement of all worksite
procedures that may be necessary to prevent theft, mishappropriation or
embezzlement of Client's personal, real or intellectual property.
H. Prior to the effective date of this Agreement, Client shall give Gevity HR
the name of one or more individuals to be the initial "contact(s)" authorized by
Client to report to, and receive from , Gevity HR payroll and other confidential
information regarding Client and Co-Employees. At such time as a designated
contact is no longer authorized by Client to report or receive confidential
information, Client shall promptly notify Gevity HR, and if necessary shall
designate a successor contact.
I. The co-employer arrangement established by this A greem tnt shall not a
fleet or be affecsed by any agreements between Client and Co-Employees, such as
employment contracts, com pensation agreem ents, confidentiality and/or non
c'smpete agreements, agreements establishing terms and conditions of employment,
agreements providing for severance pay, bonuses, profit sharing or cons mission
paym en ts, agreements creating rights and oh ligation s between Client and
Co-Employees, or any policies regarding paid rime off or paid benefits. Client
understands that Gevity H It will not adopt or ratify any such agreem r n ts or
policies and that Client is solely resp o nsible for enforcing its rights and
fulfilling its obligations under such agreements and policies.
J. Under the Family and Medical Leave Act of 1993 ("FM LA") Gevity HR is
considered the primary employee and Client is considered the secondary employer
regard less of the number of Co-Employees working at Client's worksites. As
the secondary employer Client will accept employees return in from leave in
place of replacement employees and will not in teefere with any employee's
attempt to esercise rights under the FM LA.
7. REGULATORY COMPLIANCE:
A. Gevity HR: With respect to Co-Employees, Gevity HR is responsible for and
hereby agrees to comply with the following: (i) all laws and regulations
governing the reporting, collection and payment of federal and state payroll
taxes on wages paid under this Agrcement including, but not limited to: a)
federal income tax withholding provisions of the Internal Revenue Code, b) state
and/or local income tax withholding provisions, if applicable, c) Federal
Insurance Contributions Act (FICA), d) Federal Unemployment Tax Act (FUTA), and
e) applicable state unemployment tax laws including managing claims; (ii)
applicable ▇ ▇ ▇▇▇▇ including laws requiring employers to: [a] procure W C
insurance, and [b] complete and file required reports; (iii) the FM LA; (iv) all
laws and regulations governing the garnishment of wages, provided that Client
has forwarded the pertinent legal process and authorization to Gevity HR ; and
(v) all laws and regulations governing administration, procurement of and
payments for any employee benefits specified in the Proposal or covered by this
Agreement. Because of requirements imposed on Gevity HR by certain laws, Client
will be required to furnish Gevity HRwith certain information regarding its
ownership structure and compensation packages of its principals and key
executives. Client warrants that, to the best of its knowledge and belief, such
information will be correct.
B. Client: With respect to Co-Employees, Client is responsible foe and hereby
agrees to com ply with the following: (i) the Occupational Safety and H ealth
Act (`05 HA") and rela ▇▇▇ or si in ▇▇▇ r federal, state or local regulations;
(ii) if applicable: government contracting requirements as regulated by law,
including, but not limited to, a) Executive Order 11246, b) Vocational
Rrhabilita tion Act of 1973, c) Vietnam Era Veterans' Readjustment Assistance
Act of 1974, d) ▇▇▇▇▇-H ▇▇▇▇ Public Contracts Act, e) ▇▇▇▇▇-▇▇▇▇▇ Act, f) the
Service Contract Act of 1965 and g) any and all similar, related, or like
federal. state, or local laws, regulations, ordinances and statutes; (iii)
professional licensing and liability; (iv) fidelity bonding requirem enes; (v)
Internal Revenue Code S I 4 (n), & (o). (In this regard. Client agrees to
integrate and coordinate the terms of any extant C lien t-spon sored benefit
plans so that C cv iry HR `s plans rem am in compliance with all app lica ble
laws); (vi) Worker Adjustment and Retraining Notification Act ("WA RN"). Client
agrees to notify Gevity HR at least 65 days in advance of any event that would
require notices under WARN ; (vii) laws affecting asnign m rn t of and ownership
of intellectual property tights including, but not limited to, inventions
whether patentable or not and patents resulting therefrom, copyrights and trade
secrets; (viii) laws affecting the ma in ten a ncr, sto rage and disposal of
hazardous materials. Client shall properly maintain all material safety data
sheets on an on-going basis during the term (s) of this Agreem ent; (ix) the F
LSA, Title VII of the Civil Rights Act of 1964, as am ended, the FM LA, the
Immigration Reform and Control Act of 1986, the Age Discrimination in Employment
Act ("ADEA"), the Older Workers Benefit Protection Act ("OW BPA"). she N ational
Labor Relations Act ("N LRA"), the Americans With Disabilities Act ("ADA')
(including provisions thereu n dee relating to Client's premises), federal and
state laws eequ i ring posting or providing of notices at the place of
employment or hire, and any other federal, state, county and local laws,
regulations and ordinances which govern the em ployee(em p loyee relationship in
the workplace, regulate employees' wage and hour matters, or prohibit
harassment, discrimination or any other form of map p cop na te treatment or
behavior; and (x) all laws and regulations governing garnishm ent of wages.
8. FULL DISCLOSURE: Gevity HR's obligations hereunder are expeessly conditioned
upon Client's full and accu rate disclosure of any and all information reason
ably req uested by Gevity HR both before and a fter the execution of this
Agreement. Client's fa ilu cc to provide full and accurate information shall be
a breach of this Agreement.
9. TERM OF AGREEMENT: After this Agreement has been executed by Authorized
Representatives of the parties, it shall become effective on the first day of
the first payroll period for which Client pays Gevity HR's invoice covering
Services foe Co-Employees' hours that have been reported by Client and accepted
by Gevity HR. and shsll remain in force and effect for a term of one (I) year
unless terminated earlier pursuant to S If Client delivers to Gevity HR on or
before the first day of the first payroll period a non `refu ndalsle paym ent
anticipated to cover the gross wages of Co-Employees and Gevity HR's Fees for
the first payroll period, then this Agreement shall become effective upon
receipt of such payment. Following the initial term, if the parties do not renew
the Agreement fo t a fixed term, ibis Agreement shall automatically ten ew for
successive monthly terms until the Agreement is terminated, With regard to G
evity HR. "Authorized Representative" means a Senior Vice President or the
President,
10. CLIENT DEPOSIT: If Geviry HR requires a deposit as a condition precedent to
en teeing into this Agreement, the terms and conditions applicable to such
deposit shall be governed by a separate agreem mt between the parties.
II. CLIENT CHECK: Client authorizes Gevity HR during the term(s) hereof
Page 3 of 8
Coduct credit and background reference checks on Client and the owners of has
reviewed the report and affirmed by issuing an employee identification
Client. 12. PAYMENT:
A. Client will pay Gevity HR the gross remuneratson of Co-Employees, the F cc
for Services, any employer contributions for optional ben efirs that Client has
agreed to pay and for any other services Gevity HR perform n at Client's
request. all of which will be invoiced on a periodic basis. Gevity HR's right to
receive the invoiced amount shall a rise upon Clients receipt of each invoice,
and the am ount invoiced shall be due upon receipt. Any am ou nts not paid when
due arc subject to a late penalty of up to 1.5% of the amount due per month or
fraction (hereof that rem ains outstanding or such lesser amount that is the
maximum late penalty allowed by state law. If Client pays Geviry HR with a check
that is dishonored, then Client shall pay Gevity HR a service charge equal to
the maximum service charge allowed by state law plus the applicable late
penalty. Under no csrcum stances shall any am ounts advanced by Gevity HR to
employees or third parties and which are not paid by Client on a timely basis,
be deemed a loan to Client- Past due amounts ace delinquent oh ligation s. If
Client defaults in paying the amounts due Gevity HR and Gevity HR continues to
pay any wages to Co-Employers, Clirnr shall fully indemnify and hold Gevity HR
harm lens from any and all cia ms made by employees for wages in excess ol the
amount paid by Gevity HR and all legal fees and expenses incurred in defense of
such claims. If Client fails to fulfill its obligations as an em ployer under th
in Agreement or an other agreement or any law or regulation and as a resu It of
such failure C evisy HR becomes obligated at any time no pay am ounts due in
satisfaction of Client's obligations. Client agrees to pay, upon receipt, C
evity HR `s invoice covering such amounts and any applicable Fees. Unless
otherwise specified in the Pro ▇▇▇▇ I, Client agrees to collect, verify and tra
nsm it to Gevity HR `s principal office in Bradenton, Florida by 12 o'clock noon
(in Client's rime cone) no less than 48 hours ("reporting time) before each
Gevity HR payroll date the info em a tion n ceded for the co erect and a ccu
rate determination of the gross and net am ount due to Co-Em pioyees and the
payment due Gevity HR.
Client transmits payroll info em ation to Gevity HR after the reporting time,
Client agrees to pay Gevity HR its applicable charges for the special handling
required to process and timely deliver payroll to Co-Employees on the scheduled
payroll date- Also, Client must immediately in form Gevity HR of any situation
In which paym ent will not be immediately forthcoming, and Gevity HR shall ave
the right to im med iatrly remove from its payroll the C o-Em ployees for whom
paym ent will not be made and to require Client to immediately notify those
workers of Gevity HR `s action.
B. Client shall pay for G cv ity HR's Services with bank wire tra nsfers,
through Au ▇▇▇ asic Clearing H ouse (A C H) tra nsfee, negotiable bank drafts,
cask er's check or other method acceptable to Gevity HR. Payment shall have been
made only when Ccv iry HR has received final, irrevocable credit at itn bank.
C. Gevity HR may adjust the Fees if there are any statutory changes in rhe
minimum wage, em ployer taxes, sales tax or W C rates; such adjustments shall be
effective on the date of the mandated ch an ge The Fees may also be ad ju sted
if the Client Information is or becomes inaccurate, if Client req uests changes
in the requirements, methods and levels of Services agreed upon, if Client
frequently i eansm its payroll information after the reporting time, or if there
are variations in the number of Co'Employees, their gross payroll, job
functions, claims history or W C cia ssifica tion s; such adjustments shall be
effective upon reason able advance notice from Gevity HR.
I NO COLLECTIVE BARGAINING AGREEMENTS: Client warrants rh at there are no
collective bargaining agreements binding on Client or affecting employees who
are or may become Co-Em ployees and that there are no pending or threatened
organizing effo ens affecting C lien n's employees or unfair labor practice
charges pending or threatened against Client.
14. WORKERS' COMPENSATION:
A. Insurance Coverage: Co-Employees shall be covered by W C insurance red by C
evity HR in compliance with applicable law, and as specified in the Proposal.
Client agrees no report its newly-hired employees to Gevity HR on or before the
date they are hired by Client and understands that any worker utilized by Client
shall not be deemed a Co-Employee covered by Gevity HR's WC insurance until a
frer (a) Gevity HR receives from Client Ccv my HR's "Employee En rol err
Package" com pleted and signed by that worker, and (b) Gevity HR num her, that
the worker is a Co-Employee of Gevity HR. Foe workers hired by Client on a day
that is not a business day, coverage will be deemed to have been provided as of
the date of hire so long as the necessary information is sub ns itted to Gevity
HR before noon of she first business day following the date of it ire. Gevity
HR`s responsibility to provide W C insurance and orb re Services d u tin any
payroll period is limited to Co.Em ployees for whom Client reports hours for
payroll and whose remuneration is included in Gevity HR's periodic invoice to
Client for that payroll period. Client agrees to require irs sub'co nuracto rs
and independent contractors (jointly, "Contractors") to provide, before starting
work, evidence of WC coverage. Client shall indem nify and hold C eviny HR
harmless from claims, damages. expenses and liability a rising from or eela ▇▇▇
to Client's (i) hiring an employee without rim ▇▇▇ reporting that person to
Gevity HR or employing workers by utilizing procedures that are in consistent
with the requirements set forth in this Agreement; (ii) unilaterally terminating
the employment of an iniured Co-Em ployee in contravention of applicable law;
and (iii) utilizing Contractors w ishou t obtaining evidence of insurance.
B. Notification of Injury; R eitsscattm en t of Workers: If a Co-Employee is in
ju red at an assigned works ire, Client agrees to notify C evsry HR's ▇ ▇
▇▇▇▇▇▇▇ at the telephone n um bet provided to Client by Gevity HR within 24
hours and to cooperate in any investigation conducted following the injury, to
provide transportation so a medical facility and, if required due to medical
restrictions, to permit the C o-Em ployee (where reason ably possible and
permitted by law) to work in a m odified.dury capacity until suck rime as the
employee is no longer medically restricted from resuming duties performed prior
to the inlu ry. Client also agrees to cooperate with Ceviny HR Sn making
reasonable accom m odarsons which may be required of either of then by the ADA,
in providing any leave required of either of them by the FM LA or any other
applicable law and in restoring a Co-Employee to his or her job at she con clu
sins of any such leave. Client is solely responsible for all direct and indirect
costs associated with reaso nable acco m in oda tions req uired by the ADA and
similar state and local laws,
C. Audit: Client agrees that Gevity HR. its ▇▇ ▇▇▇▇▇▇▇ or an authorized
representative of either is en titled to conduct an on site ph ysical
examination at each Client location at least ▇▇▇ ually during the teem 0 this
Agreement, and periodically therea ftee, to a ▇▇▇▇ the employee classification
lists, employee rolls and financial records relating thereto to make sure that
all Co. Employees are clasnified p top cry, are being reported for W C purposes.
that all of their rem une ration is being eepo eted to Gevity HR and that
Client's Con tractors have adequate WC coverage. lfGevity HR learns during an
auditor otherwise that (i) Co-Employees have been misclassified ot all of theie
hours and remuneration have not been reported to Gevity HR. Client will
promptly reimburse Gevity HR. upon invoice, for charges which otherwise would
have been payable by C lien r had all of the bouts, rem u neration and job
classifications of Co. Em ployees been properly reported, plus a service charge
equal so 25% of such charges or such lessee amount that is rhe maximum service
charge allowed by state law; or (ii) Client has utilized uninsured Contractors,
Ccv sty HR shall have the right to require Client to secure a minimum premium W
C policy in Client's name to cover cia im s asserted by employees of any Con
tractors.
D. OCIP Client agrees to notify Ceviry HR within three business days a fter
Client is awarded an Owner Controlled Insurance P tog ram or sim ▇▇▇ program
("OCIP') and to timely provide Gevity HR with information required by Gevity HR
so adjust the Fees or required by Gevity HR's WC insurance carrier to ad just
coveeage during the period of an 0 C P - C liens agrees to provide Gevity HR
with copies of all payroll reports that Client subm its to the OCIP. Client is
solely responsible foe maintaining and producing all pay to reports and other
documents that may be required by an OCIP insurance carrier for audit purposes.
Failure to timely noti& Gevity HR of OC I P involvens ent may result is
inability to adjust the Fees or cancel carrier cove rage in effect during the
period ofan OCIP.
15. INSURANCE.:
A. Autom ohilt: Client shall obtain and maintain autom obile liability insurance
for all owned, non-owned and hired vehicles used in connection with its business
or with the work performed on its premises. The policy shall insure against
liability foe bodily injury and property dam age, with a minimum combined single
lim it of Three H undred Thousand Dollars (S300,000.0O) and
Page 4 of 8
Uninsured Motorist or PIP equivalent coverage of at least the minim urn lim irs
fees and court costs, out-of-pocket expen ses, dam ages (including compensatory
required by a state having a no fau It' law
B. General Liability; Client shall obtain and m air tam general liability
insurance with a minimum com bined single limit of One Million Dollars
($1,000,000.00) with rhe following coverage, where applicable; premises,
operarioss. products, com pleted operations, contract and broad form property
damage, independent contra cr0 rs, personal injury, host liquor, and full liquor
liability. If Client tend ers professional services, it shall obtain and
maintain professional liability coverage, as applicable, with a minimum combined
sin gle limit of not less than One Million Dollars ($I,000,000.00). With regard
to insurance referenced in this pa tag raph , add itio nal coverage may be req u
i red at Ccv iry HR's discretion based on size or nature of Client's business.
C. Crrrificates: The insurance required under SS15.A. and B shall be msistasnrd
by Client during the term(s) of this Agreement. Client will cause each of its
insurance ca triers to issue a certificate of insurance which evidences
coverage, ▇▇▇ es Gevity HR as a certificate holder and allows not less than 30
days sotice olcancellation or material change.
0. Claims; The Fees paid hy Client obligate Gevity HR to secure WC and unens
ploym en t insurance coverage as specified in the Services described in S No
other insurance will be provided by Gevity HR for the benefit of Client. If any
third party initiates a claim against Client or Gevity HR for bodily injury,
property damage or death, or if a Co-Employee filet a claim against Client or C
evity HR foe any type of loss, injury or dam age, including discrimination or
wrongful termination, nor covered by WC or unemployment insurance, Client shIl
file for recovery under its awn applicable insurance policy. Client is required
a sd agrees. to rim ▇▇▇ report to Gevity HR all romp Ia in rs allegations or in
cid en tn of any torrious misconduct or workplace safrty violations, regardless
of rhr source.
16. INSURED CLAIMS: Each party hereby waives any claim in its favor against the
o thee party by way of indemnification or otherwise which may arise during the
term(s) of thu Agreement foe any and all loss of or damage to any of irs
property or for bodily injury, which loss, dam age, or bodily injury is covered
by insurance to the extent that such loan o e damage in recovered under such
policies of insurance as req u irrd herein -
I EMPLOYEE SAFETY: If Ceviry HR is required by any state law to retain rights
with regard to employee safety, such retained rights do not relieve Client, who
controls the worksite and its busin ran operations and equipment, of its
responsibility and liability for the safety of Co-Employees and third paeties a
ffected by C lien rn operations and equipment. Client ackn owiedges that it is
respo n sible for maintaining a safe working environment, and shall provide, at
irs expense, all necessary personal protective equipment and tea in in g
required under federal or stare law or regulation and shall establish and
maintain such safety programs, safety policies and safety committees as may be
required by law - C evuy HR. Gevity HR W C and liability insurance cs criers or
their assignees have the right to survey Client's worksite to look for unsafe
conditions or unsafe acts which may lead to accidents. H owevee, the retention
by Gevity HR of the right to survey C lien tn worksite does not relieve Cl ir n
r of any obligations that it has pursuant to Federal or Stare OSHA or any other
federal, state or local law intended to provide employees at Client's worksite
with a safe work environ m mt. Upon notification by Gevity HR to Client of an
unsafe working condition - Client shall within a reaso nable period of time take
the necessary steps to rectify the unsafe condition or correct the violation.
IS. INDEMNIFICATION;
A. Ceviry HR agrees to indemnify, hold harmless, prorect and defend Client, all
of C lien r's subsidiaries, affiliates and parent entities and their
shareholders, agents, attorneys and employees from all claims, out-n f-pocket
expenses, reason able attn en ey's fees and court costs, damages (including com
pen satory and punitive damages) and liabilities arising from or related to (i)
acra, errors or omissions (whether negligent or willful) by Ceviry HR while
performing Services under this Agreement; (ii) violations of any statute, law or
regulation by Gevity HR; or (iii) Gevity HR's failure to perform any of its
obligations under this Agreement.
B. Client agrees to indemnify, hold harmless, protect and defend Gevity HR , all
of Gevity HR`s subsidiaries, affiliates and parent entities and their partners.
agents, a teorn eys and employees from all claims, reasonable attorney's
a rid punitive damages) and liabilities arising from or related to (i) acts,
errors or omissions (whether negligent or willful) by Clicnr or by a Co.Employec
while perform is g nervices in furtherance of Client's buniness; (ii) violations
of any statute, law or regulation by Client or a Co-Employee; (iii) breaches of
con tract attributed to Client or to a C o-Em plnyee; (iv) C lien t'n failure to
perform any of irs obligations under this Agreement; or (v) failure by Client to
authorize or make paym ents due to Co.Em ployees under any law or under a policy
or agreement with Client, such as pay for commissions, bonuses, profit sharing.
severa nce, other compensation, vacation or other paid time off.
C. All indemnity obligations hereunder are without monetary lim it and without
regard to the cause thereof, in clu ding the negligence of either party, whether
the negligence is sole, joint, comparative or contributory. If such
indemnification is for any reason nor available or insufficient to hold the
indem n tee harmless, the in d em n iror agrees to con tribute to the losses
involved in such proportion as is appropriate to reflect the relative benefits
received (or anticipated to be received) by each party with resp cci to the m
asters contemplated by this Agreement or, if such allocation is judicially
determined to be unavailable, in such proportion as is app Cop nate to reflect
the relative benefits and equitable considerations such as the relative fau It
of the parties.
19. TERMINATION;
A. Thu Agreement is term inable by either party without cause upon 30 days'
written not ice. In the event 0 a breach, violation oe default ("B reach') of
any teem or condition of this Agreement by one party, rhe other parry shall have
the absolute right to immediately teem in ate this Agreement by giving written
notice of term in at ion to the Breaching party. At the option of the
non-breaching party the ▇▇▇▇ ▇▇▇▇▇▇ date shall be the date of the Breach, the
date it sends notice, the date notice is received by the Breaching pa ety, or
any later date selected by the non-breaching party.
B. In add mo n to any other Breach, the follow sag shall be deemed B reaches
giving rise to the non-breaching party's right of termination: (i) a party's fa
iluer to pay any moneys when due as req uired by this Agreement; (ii) a party's
failure to secure and maintain any insurance required by this Ageeem me; (iii)
situations where a party (a) would be required to issue a notice under WARN, (b)
closes or sells a facility or operation, (c) tea n sfers its business to a rh
ied party, a e (d) a party's current eq uity owners fail to maintain at least a
majority ownership in the pa cry; (iv) th r filing of a petition for eeorga n
iza tion, bankruptcy. receivership or in solvency by or against a party or if a
pa ety makes any assignment foe she benefit of creditors; (v) Client's
misrepresentation of employees' job descriptions e W C classifications,
reporting of maccu rate employment rolls, employee payroll hours, pay rates or
salary. or paying rem un eearion directly to Ca- Em plnyees without reporting
same to Gevity HR; (vi) Client's failure to com ply with any reason able
directive regarding health and safety from Gevity HR, Gevity HR's ▇ ▇ ▇▇▇▇▇▇▇ or
any governm ens agency; (vii) Client's failuee to report payroll to Gevity HR
foe one or more payroll periods; a nd/or (viii) if gross payroll reported by
Client for three or more consecutive payroll periods declines more than 15%
below either (a) the periodic payroll specified in the Proposal, or (b) the
average periodic payroll reported by Client during the previous 12 months.
C. The indemnification and contribution peovisions of this Agreement shall
survive indefinitely the expiration or other rerns ▇▇▇▇▇▇ of this ▇▇ ▇▇▇▇ ent.
D. Upon the termination of this Agreement for any reason: (i) Ceviry HR's status
an an employer and its ob tion to provide Services or any optional benefits or
services to Client or Co-Employees shall cease on the date this Agreement teem
in ates. Client shall be obligated to pay to Gevity HR rhe full am ounr of C
evity HRs invoices covering periods through the termination date foe Services
and any other amounts Client has agreed under this Agreement to pay to Gevity H
R; unpaid amounts shall continue as obligations of Client beyond the term in
anon of this Agreement; and (ii) CUrs i shall immediately assume (a) all
federal, sra te and local o bliga lionS of an employer to the employees, and (b)
full resp o nsibiiiry for payroll, taxes, unemployment insurance and W C
coverage. If the a ffected employees are en titled to the payment of any
remuneration or pay for accrued vacation, sick or personal leave, or other
benefits accrued prior to the rerm in atm n date, Client shall be liable for the
payment thereof. Client shall make payments directly to the employees; however,
if Gevity HR pays employees any of such am ounts, Client shall
Page 5 of 8
reimburse Gevity HR. Gevity HR may am end the terms and conditions of this
Agreem tnt by giving
20. NO THIRD PARTY RIGHTS: This Agreement is intended solely for the mu nual
benefit of the parties h ereto and does not create any rights in a third parry.
21. INTEGRATION: This Agreement, the Proposal, and any signed addendum attached
hereto constitute the entire agreem en r between the p attics with regard to
this subject matter and supersedes any and all agreements, whether oral or w
ritren, between the p arties with respect to itn nub ject m ante r. Client
acknowledges that ir has not been induced to enter inro this Agteement by any
reprenenration or warranty not set forth in this Agreement, including but nor
limited to any statement made by any employee or marketing agent of C evity HR.
Client acknowledges thar Gevity HR has made no representation that Gevity HRs
Services will improve the performance of Client's busin ess.
22. WAIVER: Failure by either party ar any time to require perform ance by the
other party or to claim a Breach of any provision of thin Agreement will not be
construed as a waiver o ia ny subsequent B reach nor affecr the effectiveness of
this Agreement, nor any part thereof, nor prejudice tither party in regard to
any subsequent action.
23. ATTORNEY'S FEES: If either party refers a m ▇▇▇▇▇ to a collection agency or
brings any other acrion as a result of a B reach of this Agreement, the
prevailing party in such collecnio n proceeding or action shall be en titled to
reimbursement for its reason able a ttorn ey's fees and other costs and lees in
curred in such collection or action in addition to any other relief to which the
party may be en rirled.
24. GOVERNING LAW: This Agreement nhall be governed by and construed In
accordance wirh the laws of the State of Florida, without regard to principles
of conflicts of law. Client hereby irrevocably subm its itne to the personal
jurisdiction of the courts in and for Manatee County, Florida or in the United
States District Court for the Middle District of Florida, and Client hereby
waives, to the full extent perm stted by law, any objection that it may now or
hereafter have to the laying of venue of any such action in such court and any
claim that any such action, suit or proceeding ("Action") has been brought in an
inconvenient forum. The parties desire to have any Action filed by either of
them to be tried before a 1 ge or judicial panel without a jury and therefore:
(i) agree not to elect a trial by jury of any issue triable of right by a jury,
and (ii) waive any right to trial by jury fully to the extent that any such
right shall now or hereafter exist. Thin waiver of right to trial by jury is
separately given, knowingly and voluntarily, by each of the parties hereto, and
this waiver is intended to encompass in divid ually each instance and each issue
as to which the right to a jury trial would otherwise accrue. Client hereby
certifies that no representative or agent of Gevity HR has represented,
repeessly or otherwise, that Geviry HR will not seek to en fo ccc this waiver of
right to trial by jury.
25. INTELLECTUAL PROPERTY RIGHTS: Client shall own all intellectual property
rights incident to all processes, products or inventions created or invented by
any Co-Employee who w directed by Client to create or develop such process,
product, etc. Client shall bear all costs associated with any ▇▇▇▇ n tn
copyrights or trademarks that Client chooses to obtain to protect Client's in
tellectu alp rope rty righ ts.
26. DUTY TO COOPERATE: If an employee or a government agency or third party
files any type of claim, lawsuit or charge against Gevity HR, Client or both,
alleging violation of a law or failure to do something required by law, rach
party shall cooperate with the oth er's defense of such claim, lawsuit or
charge. Grviry HR and Client will make available to each other upon request any
and all documents that either party has in irs possession which relate to any
such claim, lawsuit or charge. However, neither party shall have the duty to
cooperate with the other if hr dispute is between the parties themselves nor
shall this provision p nec lude the raising of cross cia im s or third ▇▇▇▇▇
claims between Client and G evity HR , if the circumstances justi such
proceedings. The parties agree that ih is provision shall survive the
termination of this Agreement.
27. SEVERABILITY: Should any teem, condition or provision of this Agreement be
held to be invalid or unenforceable, the balance of this Agreement shall remain
in force as if the unenforceable part did not exist, The captions in this
Agreement are provided for convenience only and are not part of the terms and
conditions of this Agreement.
28. MODIFICATION: Except as otherwise provided in this Agreement, Client 30 days
written notice. Any other modifications no this Agreement must be in writing and
exrcu ▇▇▇ by Authorized Representatives of both parties to be enforceable.
29. REM EDIES NOT EXCLUSIVE: The rights and remedien provided herein n ball not
be exclusive and both parties shall have rights and remedies now or h erea free
provided by law in addition to those provided for in this Agreem rn t.
Institution of an action to effect collection 0 payment of an amount in default
or the entry of a judgment in such action shall not be deemed no he an election
by Gevity HR nor shall it bar Gevity HR from pursuing oshen rem edirn availab to
it at law or in equity.
30. NO PARTNERSHIP OR AGENCY: Nothing set forth herein shall be deemed to create
a partnership or joint venture between Client and G eviny HR, and no fiduciary
duty shall arise from the relationship created herein, in no event may either
party act as the agent of the other party unless specifically authorized in
writing to do so.
31. SUPPLEMENTAL SERVICES: From time to time Gevity HR may participate in joint
marketing promotions with vendors whose services will be offered to clients of G
evity HR. Client agrees that (i) Gevity HR is not the provider of such
supplemental services, (ii) G eviry HR shall have no responsibility or liability
for services provided by any vendor, and (iii) if Client does elect to utilize
services of a vendor, Client will look solely to the vendor for performance and
liability with regard to such services.
32. HEALTH AND WELFARE BENEFITS:
A. If Client selects Option (i) Full Benefits, in S2.A. above and participation
and contribution requirements are men, Gevity HR will offer all available
Benefits to Co'Em ployres who are determined by Gevity HR to be in an eligible
class pursuant to the provisions of each applicable Benefit plan that is in
effect during the term of this Agreement. If requirements regarding Co Employee
participation or Client contributions are not met and maintained, Gevity HR has
the right to terminate this Agreement or to modify it by substituting Option
(ii) "N o Benefits" for Option (i) in 2.A. and to cancel any coverage then in
effect for Co-Employees.
B. if Gevity HR offers Benefits to C o'E m p Ioyees in accordance with the
preceding paragraph, Client understands and acknowledges that (i) each Co
Employee mutt meet the eligibility requirements established by the insurance
plan in effect at the time the employee's rligibiliry is being determined; (ii)
initial insurance coverage for any Co'Em p loyee cannot be effective u n nil the
Co Employee ▇▇▇ pletes the required enrollment procedure net forth in the
Benefit documents Gevity HR delivers to eligible Co-Employees. Newly-hired Go-
Employees who do not timely enroll for medical insurance coverage during their
initial eligibility period will not have another opportunity no en roll until C
evity HR `s next ▇▇▇ ual enrollment period unless they first experience and
qualify for a `sprcia I enrollment period" under the H ealth Insurance
Portability and Accountability Act: (iii) the Benefit plan spon sored and
administered by Gevity HR is a " 125" plan under the Internal Revenue Code. Any
requests to cancel, enroll or change Benefits coverage outside of the annual en
nol eat period must be in compliance with S125; (iv) ilGevity HR in unable to
collect premiums due from a Co.Em ployee, Client will pay Gevity HR such
uncollected am ounts upon receipt of Gevity HR `s in voice. Client will in form
Co'E m ployees of the requirements set forth in this paragraph and will
encourage them to read Gevity HR's Benefit docum ennn; and (v) Gevity HR shall
assume COBRA continuation responsibility under its Benefit plans for any former
employee of Client (`N on Co-Em ployee") who, on the effective date of this
Agreem cnn, is a current CO BRA participant under a Client-sponsored group
health plan.
C. If Client selects Option (ii), No Benefits, in S2.A. above, Gevity HR will
not offer any Benefits to any Co-Employees and Client shall be responsible for
COBRA continuation for participants under any group health plan sponsored by
Client.
D. if Client selects Full Benefits in S2.A. above, and, during the term of thin
Agreem cnn, a CO BRA-qualified participant elects CO BRA continuation under a
medical plan sponsored by Gevity HR, and/or Gevity HR has assumed COBRA
responsibility for a Mon Co-Employee under ss.34.B.(v) above, Client agrees to
pay Gevity HR an administrative fee of $75 per COBRA participant per month for
each whole or partial month that the participant receives COBRA
Page 6 of 8
coverage under a med cal plan do ring the term of this Agreem ens. Client agrees
driest: "courts in and foe Manatee County, Florida or in the U n iced States
that this administrative fee will be billed and paid in the same manner as other
paym ents due to Gevity HR in accordance with ss.12 above,
E. If Client selects Full Benefits in ss.2 A. above, in order to avoid th
implication that any termination of this Agreement is a COBRA-qualifying event,
Client shall secure similar replacement Benefits coverage foe all C o--
Employees who are extended employment hy Client upon the termination of this
Agreem ent and for participants receiving CO BRA conrinuatios through Gevity HR
during the term of the Agreem ens under ss.532.B and/or 32.D. above, if Client
does not immediately secure similar replacement coverage, Gevity HR shall offer
COBRA continuation to Co-Em ployres who were active participants under a CO
BRA-eligible plan sponsored by Gevity HR on the termination date and shall
continue CO BRA for former Co-Em ployees and Non Co-Em ployees who elected
coverage under ss.532.B. and/or 32.D. above. For each Co Employee, former Co-Em
ployee and N on-Co-Em ployee (collectively, "Participant") who elects CO BRA
continuation under a medical plan sponsored by Gevit HR upon termination of this
Agreem ent, Client agrees to pay Gevity HR an administrative fee of $250 per
Participant per month for each whole or partial month that the Participant
continues to receive COBRA Benefits under Ccv sty HR a medical plan aftee this
Agreement terminates. Client agrees that all administrative fees under this
paragraph shall be due and payable on receipt of G cv icy HR `a invoice and that
Gevity H K may collect such fees in the same manner (including ACH transfer) as
Gevity HR was paid by Client prior to the termination of this Agreement.
F. Client agrees that the fees payable under ss.532.D. and 32.E. above! (i) are
reasonable and fair com pensation to cover Gevity HR's otherwise non ▇▇▇▇ buesed
administrative expenses related to providing CO BRA continuation; (ii) are not a
penalty and do not change the premium paym ents due from Participants; (iii) are
payable only by Client and not by any Participant; and (iv) ate subject to all
payment con d rio na, penalties and other applicable provisions of 512.A. above
if not paid when due.
33. TRANSFERABILITY: Client shall not transfer or assign obligations heeeu nder,
C cv sty HR reserves the right to transfer its and obligations hereunder from
time to time `0 an affiliated entity common ownership and control with Gevity HR
or its successors.
34. NOTICES: Any notices under this Agreement shall be in writing and deemed
given (i) on the delivery date if delivered personally or by local comm ercial d
eliveey service or if sent by facsim Ic tea ▇▇▇ ▇▇▇▇▇ n with printed
veriFication of delivery; (ii) one business day after deposit with a comm ercial
overnight Ca crier, with written verification of receipt; or (iii) five business
days After the mailing date whether or nor actually accep ▇▇▇ by addressee, if
sent by U.S. mail, return receipt req u eared, postage and charges p repaid, or
any other means of delivery for which a erceipt is available.
35. STATE-SPECIFIC PROVISIONS: If Client has Co-Employees located in any stare
listed below, the provisions sp ecified below for that state shall apply to this
Agreem tnt as indicated - In the event of a conflict with other provision in
this Agreement, this Section shall con reol.
A. Alabama In ss.24: in the 2 line, change "Florida to "Alabam a;" delete: cou
us in and foe Manatee County, Flo rid a or in the United S rates District Co u
et foe the Middle District of Florid a -- and substitute: "a p prop nate federal
district o e state court in Alabama.'
B. Arizona! In ss.24: in the 2 line, change "Florida" to "Arizona;" delete: "cou
rts in and for Man a tee C ou nty, Florida or in the United Stares District
Court foe the M iddle District of Florida" and substitute: "ap p top nate
federal district or stare court in Arizona."
C. California: (i) In ss.24: in the 2" line, cbange "Florida to "Califotnia;
delete: "courts in and foe Manatee County, Flotida or in the United States
District Court for the Middle District of Florida" and substitute: "app ro
priate federal district or state court in Califo en ia -" (ii) Client agrees
that it is the employer for purposes of paying environ mental fees owed pursuant
to the California H ealth and Safety Code. Client is responsible foe timely
filing she State tax retu en for said fees and for timely paym rn r of the fees.
(iii) In ss.18. B. add the following clause: "lvi] Client's failure to timely
report or pay environmental fees.'
D. Colorado: In ss.24: in the 2 line, change "Florida" so "Colorado;' District
Court foe the Middle District of Florida" and substitute: "appropriate federal d
`strict or stare court in Colorado."
F. Florida: Add the following nenrence at the end of 56.A.: Gevity HR retains a
right of direction and control oven the management of safety, risk and hazard
control involving Co-Employee a perfotm in g work at Client's worktites; such
retained right includes the responsibility to perform safety inspections of
Client's equipm ent and peem ises, to prom ulgate and adm inistet employment and
safety policies and to manage W C claims, claims filings and related procedures.
F. Georgia: In ss.24: in the 2nd line, change "Florida" to "Georgia;' delete:
"courts in and for Manatee County, Florida or in the United States District
Court for the Middle District of Florida" and substitute: "appropriate
federal district or state coo rt in Ceo rgia."
C. Idaho: Add the following sentence at the end of ss.6.A.: Gevity HR assumes
respon sibility for the withholding and eem ittan cc of payeoll-eelaerd taxes
and optional employee benefits from its own accounts as long as thin Agreement
rem ains in effect, although in doing so Gevity HR does nor waive or lim it any
cia im against Client.
H - Louisiana: This Agreement is execu ▇▇▇ between the parties subject to the
following provisions of the Louisiana Revised Statutes of 1950: Part XII,
Chapter I Title 23 and Part XXV, Chapter I, Title 22. Client shall havr complete
control over its business en terp rise and shall exercise direction and control
over the Co-Em ployees as to the manner and method of work done in fu rth eean
cc of C lien c_s busin ess; authority and responsibility regaeding other
employment matters and the procurement and maintenance of insurance foe W C and
Benefits ate described and allocated hetween the pa rues in oth Cr Sections of
this Agreement.
I. Maine: Client may take com plainrs to she Maine Bureau of Insurance and/or
the Maine Department of Labor.
J. M ioneaora and New York: In both Minnesota and New York items (i) rhtough
(vi) in this 535.J. apply: (i) All references in this Agreem mr to "Co
Employees' shall be deemed to mean "Leased Employees." (ii) Add the following
sentences at the end of 56,A,: In its role as an employer, and foe the purpose
of designing the m cans in which employees perform th tin Sr tv icrs for Client,
Gevity HR retains the following rights with resp ecr to Leased Em ployees: to
hire, to dete em inc rate of pay, to make performance app raisals, to prom ote,
to exercise disciplinary reviews or action, to assign or reassign, to ▇▇▇▇ ▇▇▇▇,
Client has the right so direct the Leased Em ployres and control the man nec of
their perform an cc. (iii) Add the following sentences at the end of ss.6.B.:
Gevity H K may confer with Client prior to exercising any of the rights retained
by Gevity HR. Further, in oedee to ca cry our certain rights tetain ed
hereunder, Gevity HR shall design ate, on an addendum to this Agreement signed
by the parties, a Leased Employee who works at Client's worksire to ace as
Gevity HR's on-site chief supervisor ("Su pervisor"). The scope of such
Supervisor's responsibility is strictly limited to the masters set forth on the
Supervisor addendum. Actions of the Supeevisor that are in violation of law will
be outside the scope of the Supervisor's reapo n sibiliry. Clien t's execution
of this A green en shall constitute an ack now Iedgm ens that Client has
received a copy of Gevity HR`s On-Site Supervisor's Manual ("Man ual'). Client
agrees (a) to deliver the Manual and a copy of the Supervisor addendum to she
Supervisor; (b) to cooperate to assu te that the Supervisor uses she Manual and
follows the guidelines set forth in such Masual and on the Supervisor addendum;
(c) that the Manual is copyrighted by Ceviry H Rand will be used only by Client
and the Supervisor with respect to Leased Em ploytes and shall not be up roduced
or distributed to third pa tries; and (d) that upon the termination of this
Agreement Client shall return the Manual to C eviry HR. (iv) In the I sentence
in ss.6. E., delete the ph ease "and supervision of employees, and exercises the
day-to-day direction and control over' and rep lace it with the phrase "and
day-to-day direction over the manner of perform ance of,' (v) In ss.7.A., add a
new paragraph (▇▇▇: "jvij to the extent compliance is req u iced by C evity HR's
relationship with Leased Employees, any other federal, state, county, or local
laws, regulations, ordinances and statutes, for exam pIe, Title VII of the Civil
Rights Act of 1964, as amended, the ADEA, the OWBPA, the NLRA and the ADA.' (vi)
In ss.18.B.(v), after the phrase "other compensation' insert the following
sentences as a new subparagraph: " claims or lawsuits Filed by its tights or
nigh es, duties that is u ndee
Page 7 of 8
Leased Em ployees alleging violation of the laws or regulations referred to in
ss.7 B. jurisdiction of Client is the jurisdiction of Gevity HR and its W C
insurer; (c) lixi, if the basis foe such claim or lawsuit arises in any of the
following circumstances: (a) the failure of Client or the Supervisor to comply
with recom m endations from Gevity HR's HR Consulran rs or the guidelines set
forth in the Ma rsual; (b) failure of Client to comply with lawn and regulations
referred to is ss.7B. [ or (c) failure of Client or the Supervisor to contact
Gevity H R's HR Con su Ita nts prior to making an employment decision regarding
a Lrased Employee. If a claim referred to in the immediately preceding Sentence
resu Its in a setrlem en t or judgment being awarded in favor of a Leased
Employee, Client shall pay the settlement or judgment and any fines or penalties
which may be rendered or levied against Client and/or Gevity HR and shall
provide in dens n ificatio n to Gevity HR in accordance with this Section."
(vii) In M inn eaota only: In 47.8 (ix) insert "the Minnesota Workplace Accident
and Injury Reduction Act and the Minnesota H u man Rights Act." In ss.24: in the
2 line, change Florida' to "Minnesota;" delete: "co urts in and for Manatee
County, Florida or in rhe United States District Court foe the Middle District
of Florida and so bstitu re: "ap prop nate federal d isr ncr or stare coo rt in
Minnesota." (viii) In New York only: In ss.24: in the 2" line! change "Florida
to "New York;" delete: "courts in and for Manatee County! Florida or in the
United sa res District Coo rt for the Middle District of Florida' and
substitute:
"appropriate federal district or state coo et in New York.' K. Montana: Add the
following Sen rences at the end of ss.6.A.: Gevity HR is a Professional Employer
Organization. Under this professional employer arrangement, which is ongoing
rather than temporary in nature! employees are assigned to perform services for
Client. Gevity HR assumes responsibility for payment of W C premiums,
payroll-related taxes and optional employee henefits from its own account
without regard to payments by Client! although in doing so Gevity HR does not
waive or lim it any cia im against Client. Wish respect to a worker supplied to
Client by Gevity HR, Client shares joint and several liability for wages. W C
premiums. payroll-related taxes! and any ben efits left unpaid by Gevity HR ; in
the event Gevity HR `s license is suspended or revo ked, such liability is
retroactive to the effective date of this Agreement. The "administrative" fees
are the Fees set forth in the Proposal! Client is respon sible for compliance
with the Montana Safety Culture Act! Title 39, Ch! 7!, Part 15!
1. New Hampshire: Add the following sentences at the end of ss.6.A.: Gevity HR
has the right to insp cc Clien t's wo tksite and demand worksite safety mod
ificat sons. Gevity HR has the ultimate right so hire, terminate and reassign
Co-Employees.
M . New Jersey: In ss.24: in the 2" line, change "Florida" to "New Jersey;'
delete: "courts in and foe Manatee County, Florida or in the United States
District Court for the Middle District of Florida" anti substitute: "app top
tine federal district or state court in New Jersey."
N. New York. See 4354
0. North Carolina: (i) At the end of ss.6.A. add the following provisions:
In accordance with, and to the extent requited by. the Employment Security Law.
N. C. C en. Star.ss.96-1 et. seq., with regard to Co-Employees assigned to
perform services for C lie ns, Gevity HR shall fulfill the employers
requirements specified in 496-8(5) r 1-5 (ii) Inss.24: in the second line,
change "Florida" to "North Carolina;" delete: "cou ms in and for Manatee ▇▇▇▇
▇▇. Florida or in the United S ta tea D `strict Court for the Middle District of
Florida" and substitute:
"a pp cop na te federal district or state court in No tth Carolina."
P. South Carolina: (i) add the following provisions ar the end of ss.6.A.:
C evsty HR reserves the eight of direction and control over assigned employees;
▇▇▇▇ its the right to hire, fire, discipline, and reassign the assigned
employees; retains the right of d srectio n and control over the adoption of
employment and safety p olicies and the management of W C claims, claim filings,
and rela ▇▇▇ procedures on joint agreement hy Client and Gevity HR. (ii) The
following sentences shall be added to 414.B: The constructive notice set forth
in the following sentence is intended to establish liability on the part
ofGevity HR and its \ C ca crier and is sufficient for such purpose; however,
for purposes of the contractual relationship between C evisy HR and Client it
shall be a breach of skis Agreement if Client fails to give actual notice of
injury to Ceviry HR ▇▇ ▇▇▇▇▇▇▇ in accordance with the first sentence of this
Section 14.B. Ceviry HR agrees that: (a) notice to or knowledge of the
occurrence of an injury on the part of Client is notice to or knowledge of the
same on she part of Grvity HR and its WC insurer; (b) for the sole purpose of
South Carolina Statutes Title 42, the
Gevity HR and its WC insu rer are bound by and subject to the awards, judgments
or decrees rend ered against them un d et lisle 42; and (d) the insolvency,
bankruptcy or discharge in bankruptcy of Gevity HR or Client does not relieve C
evity HR , C liens or their respective W C in su errs from payment of
compensation for disability or death sustained by an employee during the life of
a W C insurance policy.
Q. Ttnotsser: (i) Add the following sentence to 46.C.: Gevity HR assumes
responsibility for the payment of payroll-related taxes and em ployre benefits
from Gevity HR's own account without regard so paym ents by Client to Gevity HR.
although in doing so Gevity HR does not waive or limit any claim against Client.
(H) In ss.24: in the 2 line, change "Florida" to "Tennessee;' delete: "coo ess
in and for Manatee ▇▇▇▇ ▇▇, Florida or in the United States District Court for
the Middle D strict of Florida" and substitu tr: "appropriate federal district
or state court in Tennessee." -
R. Texas: (i) Add the following sentence to 46.A: Gevity HR and Client sh ate
the right of direction and control over the employees assig ▇▇▇ to C lien t's
worksites, the right to hire, fire, discipline and reassign the assigned
employees, and the right of direction and control over the adoption of
employment and safety policies and management of W C cia im s, claim filings and
related procedures. (H) Without limiting Client's obligation under PB. to com
ply with other laws and regulations, Client agrees so comply with the Texas
Payday Law (in ciu ding but not limited to the payment of pay for vacatio ns,
holidays, sick leave, parental leave, severa n cc, bonuses or commissions owed
to an employee under the ▇▇▇▇▇ of an agreem tnt between the employee and Client
or under a policy of Client). (Hi) The following sentences shall be added ro ss.
I 4.A: Client agrees that if an independent con tractor does not provide
evidence of W C coverage, Client will require the independent contractor to
enter an agreement assuming resp on sib s as an independent contractor in
accordance with the Texas Labor Code. Client understands that the Staff Leasing
Services A ct C hap tee 91 of the Texas Labor Code, provides that, if this
Agreement is terminated more than two years a flee its effective date, and
Client tither obtains a new W C policy or adds the former assigned employees to
an existing policy, the premium for Client's WC insurance policy ▇▇▇▇ be based
on the lower of: (a) Client's experience modifier prior to entering in to this
Agreement; or (b) G cv ity HR experience modifier at the time this Agreement is
terminated, even if C liens's loss exp etience is better than Gevity HR's during
the term (s) of this Agreement. (iv) Add the following sentences to ss.24:
Gevity HR IS SUBJECT TO REGULATION BY THE TEXAS DEPARTMENT OF LICENSING AND
REGULATION ("DLR"). ANY UNRESOLVED COMPLAINTS CONCERNING A LICENSEE OR QUESTIONS
CONCERNING THE REGULATION OF STAFF LEASING SERVICES MAY BE ADDRESSED TO ▇▇▇ ▇▇▇
▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ OR CLIENT MAY CALL THE DLR AT (512)
463-5522. (v) All references in this Agreement to "Co-Em pioyees" shall mean
"assigned employees." (vi) All references in this Agreemens so "Gevity HR" shall
mean one of the Geviry HR entities shat is licensed by the D LR: Gevity HR.
L.P., Gevity HR IV, L.P., Gevity HR IX, L.P. or Gevity HR X, L.P. (vii) In 424:
in the 2' line, change "Florida" to "Texas;" delete: "courts in and for Manatee
County, Florida or in the United States District Coo rt foe she Middle District
of Florida" and substitute: "appropriate federal district or state court in
Texas.' S. Utah: Gevity HR's telephone number is (▇▇▇) ▇▇▇-▇▇▇▇; Gevity HRs
contact person is the director of "client H )t service o era tion s." The
contact person at Client's office is ____ti
who can be reached by telephone at _._.4tVTJrueT2
T. Virginia: If Client hires any workrrs and does not report them so Gevity HR
in accordance with ss.14 .A. of this Agreement, those workers will not be deemed
"Co-Employees" and, pursuant to 465.2-801 of the Code of Virginia, they will not
be covered by Gevity HR's W C policy. Client agrees to maintain separate
voluntary market W C insurance to cover those workees.
36. CONFIDENTIALITY: All inform anon and matrrial provided to Gevity HR
conceening Client's business and financial operations will be held by Gevity HR
in the strictrnr confidence and given the same protection G cv ity HR provides
for its own confidential documents. Documents and data received or creased by G
evity HR in performance of the Services are and shall remain Gevity HR's
confidential docum enss.
Page 8 of 8
OneSource Technologies, Inc.
Proposal Presented by ▇▇▇▇ ▇▇▇▇
on September 3, 2002
Using the data which you provided, we have been able to establish our Fee(s),
The Fee(s) ("Fees") are applicable to all remuneration* of Co-Employees during
the term of any written agreement ("Agreement") between you and Gevity HR.
The Quoted Fees are Based on the Following Information:
--------------------------------------------------------------------------------
Number of Employees: 17 Payroll Amount: $21,195 Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------
Workers' Fee Fee
Employees Job Description Compensation Per $100 of After
Classification Gross Remuneration Cutoffs
================================================================================
Clerical office employees 8810 $ 13.166 $ 10.866
Off machine or app install 5191 $ 13.654 $ 11.354
Salesperson 8742 $ 13.214 $ 10.914
Computing, Recording or
Office Machine Mfg. 3574 $ 14.078 $ 11.778
The Fees cover our services for FICA, Federal and Arizona unemployment taxes,
workers' compensation coverage expenses, our administrative fee and, if ap any
additional services specified on Schedule 'A', attached. Certain components of
your Fees are detailed on Schedule 'B', attached.
--------------------------------------------------------------------------------
Gevity HR has established a client enrollment process that will take up to five
days after all forms are accurately completed. (Please carefully review the New
Client Timeline.) We cannot pay your employees for any hours worked until such
time. PLEASE DO NOT CANCEL any insurance policies covering health or workers'
compensation or any payroll processing services until after you receive fmal
acceptance, in writing, from Gevity HR. This Proposal supercedes any earlier
proposals. It is valid for 45 days from the above date and is subject to our
entering into an Agreement signed by you and Gevity HR. We will be requesting
information that is necessary to review and quali your company as a new client
ofGevity HR. Submitting this information in no way obligates you or Gevity HR to
enter into an Agreement. Either party reserves the right to discontinue this
review process at any time.
If and when an Agreement becomes effective, this Proposal becomes an integral
part thereof. The Fees are subject to adjustment as provided in Section 12 of
the Agreement.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and in by reference into the Agreement the term
"remuneration" means remuneration as defined in the Basic Manual of the National
Council of Compensation Insurance, Inc., Rule 5, as revised from time to time.
Schedule A
Proposal #76461
GVHR SUM 9/3/2002
OneSource Technologies, Inc. CA
This Schedule A is an integral part of the Proposal presented to you by Gevity
HR. It provides general descriptions of the services that are included in the
Fees quoted to you in our Proposal. Any items listed as "Optional" may be
ordered by you for an additional charge. However, the "Optional Health &
Insurance Benefits" are only available if you initially selected Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").
================================================================================
HR FULL SERVICE
================================================================================
Find the Right People
---------------------
o Best practices online/phone access o New employee hire forms
o Sample job descriptions o Upon Client Request
o Job description builder o Online candidate assessment tools
o Compensation calculator o Candidate drug screening
o Interview guidelines o Candidate background reenings -
includes "Basic" package
o Recruitment advertising development
Optional:
o Recruitment advertising placement (price based on actual ad cost)
o Higher-level Candidate Background Screening packages (current prices range
from $39 to $109 per package)
Develop & Manage
----------------
o Best practices online/phone access o Employee orientation programs /
online access
o FIRMS o E-Learning - 5 course package
o Online employee skills assessments o HR video library
o Performance builder
Optional:
o Additional E-Learning courses (current prices range from $15 to $60 per
course)
Retain Your Best
----------------
o Best practices online/phone access o Sample flexible work arrangements
o HR needs assessment o Employee Assistance Program
o Employee relations advice o Employee discounts
o Sample retention programs o Reward and recognition program /
online
Optional:
o Health & Insurance Benefits (price based on client census data):
o Medical, Dental, & Vision plans (price is included in Health &
Insurance Benefits cost)
o Life, AD&D, STD, and LTD insurance (price is included in Health &
Insurance Benefits cost)
o Reward and recognition program fulfillment (price based on reward choices)
o Retirement plans and 401(k) programs (price: $500 set-up fee, plus $35 per
participant admin fee, if less than 6 participants)
1 of 2
Schedule A
Proposal #76461
GVHR SCHA 9/3/2002
OneSource Technologies, Inc.
Manage the Paperwork
--------------------
o Online sample HR forms o Report payroll using Gevity HR
Central
o Online payroll, tax filing & o Report payroll on Monday
administration
o W-2 preparation o Pay period is Bi-weekly -
o Unemployment administration and claims o Payroll is delivered on Sunday
processing
o COBRA, FMLA, and Section 125 o Payroll delivered by Fed Ex
administration
o Annual benefits enrollment o 5 delivery sites
o 401(k) plan administration o Employees paid by Direct Deposit
and Gevity HR Check
o Workers Compensation claims administration
o Certificates of insurance
o Loss history analysis
Optional:
o Time & attendance systems (current systems range from $595 to several
thousand dollars)
Protect Your Business
---------------------
o Employee handbooks o Workers' compensation coverage
o Sample HR policies and best practices / o Serious accident investigations
online
o Regulatory compliance o Return to work assistance
o HR consultations / phone access o Workplace safety evaluation and
guidance
o COBRA administration o 0SHA guidance
o FMLA administration o Safety bulletins
o Fair Labor Standards Act o Safety training video library
guidance
o ADA consultations o Drug-free workplace program
o EEO consultations o Re-employment toolkit
o Employee progressive discipline o Unemployment claims appeals
process - phone access processing
o Employee termination guidelines - phone access
o Employee exit interview guidelines and forms - online phone access
Optional
o Drug testing within Drug-free workplace program (current prices range from
$40 to $55 per test) - Client determines frequency
By signing below, I acknowledge that the final approved Proposal, including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR. Gevity HR will provide you with written
notice of any substantive modification to the services that are included in our
Fees.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
2 of 2
OneSource Technologies, Inc.
Schedule B
Proposal #76461
SL SCHB900 9/3/2002
This Schedule 'B' is attached to and is an integral part of the Proposal
presented to you by Gevity HR.
A. TaxCaps
-------
Your Fees will reflect tax caps established annually under federal and
state laws for PICA, FUTA and SUTA.
Social Security Tax (FICA):
When an employee's taxable compensation exceeds $84,900 (current cap for
social security tax), your Fees will be reduced by an additional $620 per
$100 for that employee.
Federal Unemployment Tax (FUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
federal unemployment tax), your Fees will be reduced by $0.80 per $100 for
that employee.
State Unemployment Tax (SUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
state unemployment tax), your Fees will be reduced by $1 .SQper $100 for
that employee.
B. Fees
----
Fees to Start Your Account:
Your non-refundable set-up fees in the total amount of $850 must be given
to a Gevity HR representative at the time you deliver your signed copy of
our Services Agreement. Our acceptance of your set up fees does not
guarantee that you will become a client of Gevity HR. If Gevity HR declines
to enter an Agreement with you, the set up fees will be refunded.
401K and other Retirement Plans:
If you adopt the Gevity HR 401K Retirement Plan, you will pay a one-time
set-up fee of$500. If you sponsor your own deferred-compensation plan and
sign our Agency Agreement appointing Gevity HR as your agent to withhold
employee contributions and make periodic payments to the administrator of
your plan, you will pay a one-time set-up fee of $500 for a 401K plan or
$100 for any other type of qualified retirement plan.
C. Other
-----
Payroll Reporting Method:
In this proposal you have received a reduction in your Fees for using our
online payroll application. Should you decide not to use our online payroll
application your Fees will be adjusted accordingly.
Local taxes:
If any state or local taxing authorities impose specific taxes on the
employer, those taxes will be added to your Fee.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term `remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule 5, as revised
from time to time.
OneSource Technologies, Inc. CA
Proposal Presented by ▇▇▇▇ ▇▇▇▇
on September 3, 2002
Using the data which you provided, we have been able to establish our Fee(s).
The Fee(s) ("Fees") are applicable to all remunerationt of Co-Employees during
the term of any written agreement ("Agreement") between you and Gevity HR.
The Quoted Fees are Based on the Following Information:
--------------------------------------------------------------------------------
Number of Employees: 1 Payroll Amount: $1,515 Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------
Workers' Fee Fee
Employees Job Description Compensation Per $100 of After
Classification Gross Remuneration Cutoffs
================================================================================
Office machine or
app install 5191 $ 18.680 $ 14.480
The Fees cover our services for RCA, Federal and California unemployment taxes,
workers' compensation coverage expenses, our administrative fee and, if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule "B", attached.
Gevity HR has established a client enrollment process that will take up to five
days after all forms are accurately completed. (Please carefully review the New
Client Timeline.) We cannot pay your employees for any hours worked until such
time. PLEASE DO NOT CANCEL any insurance policies covering health or workers'
compensation or any payroll processing services until after you receive fmal
acceptance, in writing, from Gevity HR. This Proposal supercedes any earlier
proposals. It is valid for 45 days from the above date and is subject to our
entering into an Agreement signed by you and Gevity HR. We will be requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR. Submitting this information in no way obligates you or Gevity HR
to enter into an Agreement. Either party reserves the right to discontinue this
review process at any time.
If and when an Agreement becomes effective, this Proposal becomes an integral
part thereof The Fees are subject to adjustmentas provided in Section 12 of the
Agreement.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., RuleS, as revised
from time to time.
Schedule A
Proposal 76491
GVHR SCHA 9/3/2002
OneSource Technologies, Inc. CA
This Schedule A is an integral part of the Proposal presented to you by Gevity
HR. It provides general descriptions of the services that are included in the
Fees quoted to you in our Proposal. Any items listed as "Optional" may be
ordered by you fin an additional charge. However, the "Optional Health &
Insurance Benefits" are only available ifyou initially selected Benefits on page
1 of Gevity HRs Professional Services Agreement ("PSA").
================================================================================
HR FULL SERVICE
================================================================================
Find the Right People
---------------------
o Best practices online/phone access o New employee hire forms
o Sample job descriptions o Upon Client Request
o Job description builder o Online candidate assessment
tools
o Compensation calculator o Candidate drug screening
o Interview guidelines o Candidate background
screenings includes
o Recruitment advertising development"Basic' package
Optional:
o Recruitment advertising placement (price based on actual ad cost)
o Higher-level Candidate Background Screening packages (current prices range
from $39 to $109 per package)
Develop & Manage
----------------
o Best practices online/phone access o Employee orientation programs /
online access
o HRMS o E-Learning - 5 course package
o Online employee skills assessments o HR video library
o Performance builder
Optional:
o Additional E-Learning courses (current prices range from $15 to $60 per
course)
Retain Your Best
----------------
o Best practices online/phone access o Sample flexible work arrangements
o HR needs assessment o Employee Assistance Program
o Employee relations advice o Employee discounts
o Sample retention programs o Reward and recognition program /
online
Optional:
o Health & Insurance Benefits (price based on client census data):
o Medical, Dental, & Vision plans (price is included in Health &
Insurance Benefits cost)
o Life, AD&D, TD, and LTD insurance (price is included in Health &
Insurance Benefits cost)
o Reward and recognition program fulfillment (price based on reward choices)
o Retirement plans and 401(k) programs (price: $500 set-up fee, plus $35 per
participant admin fee, if less than 6 participants)
1 of 2
Schedule A
Proposal #76491
GVHR SCHA 9/3/2002
OneSource Technologies, Inc. CA
Manage the Paperwork
--------------------
o Online sample HR forms o Report payroll using Gevity HR
Central
o Online payroll, tax filing o Report payroll on Monday
& administration
o W-2 preparation o Pay period is Bi-weekly -
o Unemployment administration and
claims processing o Payroll is delivered on Sunday
o COBRA, FMLA, and Section 125
administration o Payroll delivered by Fed Ex
o Annual benefits enrollment o 3 delivery sites
o 401(k) plan administration o Employees paid by Direct Deposit
and Gevity HR
o Workers Compensation claims
administration Check
o Certificates of insurance
o Loss history analysis
Optional:
o Time & attendance systems (current systems range from $595 to several
thousand dollars)
Protect Your Business
---------------------
o Employee handbooks o Workers compensation coverage
o Sample HR policies and best practices
I online o Serious accident investigations
o Regulatory compliance o Return to work assistance
o HR consultations I phone access o Workplace safety evaluation and
guidance
o COBRA administration o OSHA guidance
o FMLA administration o Safety bulletins
o Fair Labor Standards Act guidance o Safety training video library
o ADA consultations o Drug-free workplace program
o ▇▇▇ consultations o Re-employment toolkit
o Employee progressive discipline
process - phone access processing o Unemployment claims appeals
o Employee termination guidelines -
phone access
o Employee exit interview guidelines and forms - online/ phone access
Optional:
o Drug testing within Drug--free workplace program (current prices range
from $40 to $55 per test) - Client determines frequency
By signing below, I acknowledge that the final approved Proposal, including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR. Gevity HR will provide you with written
notice of any substantive modification to the services that are included in our
Fees.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
2 of 2
OneSource Technologies, Inc. CA
Schedule 'B'
Proposal #76460
SL SCHB900 9/3/2002
This Schedule 'B' is attached to and is an integral part of the Proposal
presented to you by Gevity HR.
A. TaxCaps
-------
Your Fees will reflect tax caps established annually under federal and
state laws for PICA, FUTA and SUTA.
Social Security Tax (FICA):
When an employee's taxable compensation exceeds $84,900 (current cap for
social security tax), your Fees will be reduced by an additional $620 per
$100 for that employee.
Federal Unemployment Tax (FUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
federal unemployment tax), your Fees will be reduced by $0.80 per $100 for
that employee.
State Unemployment Tax (SUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
state unemployment tax), your Fees will be reduced by $1.00 per $100 for
that employee.
B. Fees
----
Fees to Start Your Account:
Your non-refundable set-up fees in the total amount of $850 must be given
to a Gevity HR representative at the time you deliver your signed copy of
our Services Agreement. Our acceptance of your set up fees does not
guarantee that you will become a client of Gevity HR. If Gevity HR declines
to enter an Agreement with you, the set up fees will be refunded.
401K and other Retirement Plans:
If you adopt the Gevity HR 401K Retirement Plan, you will pay a one-time
set-up fee of$500. If you sponsor your own deferred-compensation plan and
sign our Agency Agreement appointing Gevity HR as your agent to withhold
employee contributions and make periodic payments to the administrator of
your plan, you will pay a one-time set-up fee of $500 for a 401K plan or
$100 for any other type of qualified retirement plan.
C. Other
-----
Payroll Reporting Method:
In this proposal you have received a reduction in your Fees for using our
online payroll application. Should you decide not to use our online payroll
application your Fees will be adjusted accordingly.
Local taxes:
If any state or local taxing authorities impose specific taxes on the
employer, those taxes will be added to your Fee.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term `remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule 5, as revised
from time to time.
OneSource Technogies, Inc. Colorado
Proposal Presented by ▇▇▇▇ ▇▇▇▇
on September 3, 2002
Using the data which you provided, we have been able to establish our Fee(s).
The Fee(s) ("Fees") are applicable to all remuneration* of Co-Employees during
the term of any written agreement ("Agreement") between you and Gevity HR.
The Quoted Fees are Based on the Following Information:
--------------------------------------------------------------------------------
Number of Employees: 14 Payroll Amount: $19,624 Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------
Workers' Fee Fee
Employees Job Description Compensation Per $100 of After
Classification Gross Remuneration Cutoffs
================================================================================
Office machine or app 5191 $ 14.594 $ 12.794
Install
The Fees cover our services for RCA, Federal and Colorado unemployment taxes,
workers' compensation coverage expenses, our administrative fee and, if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule 'B', attached.
Gevity HR has established a client enrollment process that will take up to five
days after all forms are accurately completed. (Please carefully review the New
Client Timeline.) We cannot pay your employees for any hours worked until such
time. PLEASE DO NOT CANCEL any insurance policies covering health or workers'
compensation or any payroll processing services until after you receive final
acceptance, in writing, from Gevity HR. This Proposal supercedes any earlier
proposals. It is valid for 45 days from the above date and is subject to our
entering into an Agreement signed by you and Gevity HR. We will be requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR. Submitting this information in no way obligates you or Gevity HR
to enter into an Agreement. Either party reserves the right to discontinue this
review process at any time.
If and when an Agreement becomes effective, this Proposal becomes an integral
part thereof. The Fees are subject to adjustment as provided in Section 12 of
the Agreement.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule as revised
from time to time.
Schedule A
Proposal #76460
GVHR SCHA 9/3/2002
OneSource Technologies, Inc. Colorado
This Schedule A is an integral part of the Proposal presented to you by Gevity
HR. It provides general descriptions of the services that are included in the
Fees quoted to you in our Proposal. Any items listed as "Optional" may be
ordered by you for an additional charge. However, the "Optional Health &
Insurance Benefits" are only available if you initially selected Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").
================================================================================
HR FULL SERVICE
================================================================================
Find the Right People
---------------------
o Best practices online/phone access o New employee hire forms
o Sample job descriptions o Upon Client Request
o Job description builder o Online candidate assessment tools
o Compensation calculator o Candidate drug screening
o Interview guidelines o Candidate background screenings -
includes "Basic" package
o Recruitment advertising development
Optional:
o Recruitment advertising placement (price based on actual ad cost)
o Higher-level Candidate Background Screening packages (current prices range
from $39 to $109 per package)
Develop & Manage
----------------
o Best practices online/phone access o Employee orientation programs /
online access
o HRMS o E-Learning - 5 course package
o Online employee skills assessments o HR video library
o Performance builder
Optional:
o Additional E-Learning courses (current prices range from $15 to $60 per
course)
Retain Your Best
----------------
o Best practices online/phone access o Sample flexible work arrangements
o HR needs assessment o Employee Assistance Program
o Employee relations advice o Employee discounts
o Sample retention programs o Reward and recognition program /
online
Optional:
o Health & Insurance Benefits (price based on client census data):
o Medical, Dental, & Vision plans (price is included in Health &
Insurance Benefits cost)
o Life, AD&D, STD, and LTD insurance (price is included in Health &
Insurance Benefits cost)
o Reward and recognition program fulf illment (price based on reward choices)
o Retirement plans and 401(k) programs (price: $500 set-up fee, plus $35 per
participant admin fee, if less than 6 participants)
1 of 2
Schedule A
Proposal #76460
GVHR SCHA 9/3/2002
OneSource Technogies, Inc. Colorado
Manage the Paperwork
--------------------
o Online sample HR forms o Report payroll using Gevity HR
Central
o Online payroll, tax filing o Report payroll on Monday
& administration
o W-2 preparation o Pay period is Bi-weekly -
o Unemployment administration and
claims processing o Payroll is delivered on Sunday
o COBRA, FMLA, and Section 125
administration o Payroll delivered by Fed Ex
o Annual benefits enrollment o 3 delivery sites
o 401(k) plan administration o Employees paid by Direct Deposit
and Gevity HR
o Workers Compensation claims
administration Check
o Certificates of insurance
o Loss history analysis
Optional:
o Time & attendance systems (current systems range from $595 to several
thousand dollars)
Protect Your Business
---------------------
o Employee handbooks o Workers compensation coverage
o Sample HR policies and best practices
I online o Serious accident investigations
o Regulatory compliance o Return to work assistance
o HR consultations I phone access o Workplace safety evaluation and
guidance
o COBRA administration o OSHA guidance
o FMLA administration o Safety bulletins
o Fair Labor Standards Act guidance o Safety training video library
o ADA consultations o Drug-free workplace program
o ▇▇▇ consultations o Re-employment toolkit
o Employee progressive discipline
process - phone access processing o Unemployment claims appeals
o Employee termination guidelines -
phone access
o Employee exit interview guidelines and forms - online/ phone access
Optional:
o Drug testing within Drug--free wor/cplace program (current prices range
from $40 to $55 per test) - Client determines frequency
By signing below, I acknowledge that the final approved Proposal, including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR. Gevity HR will provide you with written
notice of any substantive modification to the services that are included in our
Fees.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
2 of 2
OneSource Technogies, Inc. Colorado
Schedule 'B'
Proposal #76460
SL SCHB900 9/3/2002
This Schedule 'B' is attached to and is an integral part of the Proposal
presented to you by Gevity HR.
A. TaxCaps
-------
Your Fees will reflect tax caps established annually under federal and
state laws for PICA, FUTA and SUTA.
Social Security Tax (FICA):
When an employee's taxable compensation exceeds $84,900 (current cap for
social security tax), your Fees will be reduced by an additional $620 per
$100 for that employee.
Federal Unemployment Tax (FUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
federal unemployment tax), your Fees will be reduced by $0.80 per $100 for
that employee.
State Unemployment Tax (SUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
state unemployment tax), your Fees will be reduced by $1.00 per $100 for
that employee.
B. Fees
----
Fees to Start Your Account:
Your non-refundable set-up fees in the total amount of $850 must be given
to a Gevity HR representative at the time you deliver your signed copy of
our Services Agreement. Our acceptance of your set up fees does not
guarantee that you will become a client of Gevity HR. If Gevity HR declines
to enter an Agreement with you, the set up fees will be refunded.
401K and other Retirement Plans:
If you adopt the Gevity HR 401K Retirement Plan, you will pay a one-time
set-up fee of $500. If you sponsor your own deferred-compensation plan and
sign our Agency Agreement appointing Gevity HR as your agent to withhold
employee contributions and make periodic payments to the administrator of
your plan, you will pay a one-time set-up fee of $500 for a 401K plan or
$100 for any other type of qualified retirement plan.
C. Other
-----
Payroll Reporting Method:
In this proposal you have received a reduction in your Fees for using our
online payroll application. Should you decide not to use our online payroll
application your Fees will be adjusted accordingly.
Local taxes:
If any state or local taxing authorities impose specific taxes on the
employer, those taxes will be added to your Fee.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule 5, as revised
from time to time.
OneSource Technologies, Inc. Ilinois
Proposal Presented by ▇▇▇▇ ▇▇▇▇
on September 3, 2002
Using the data which you provided, we have been able to establish our Fee(s).
The Fee(s) ("Fees") are applicable to all remuneration* of Co-Employees during
the term of any written agreement ("Agreement") between you and Gevity HR.
The Quoted Fees are Based on the Following Information:
--------------------------------------------------------------------------------
Number of Employees: 1 Payroll Amount: $2,308 Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------
Workers' Fee Fee
Employees Job Description Compensation Per $100 of After
Classification Gross Remuneration Cutoffs
================================================================================
Clerical office employees 8810 $ 13.756 $ 9.856
The Fees cover our services for RCA, Federal and Colorado unemployment taxes,
workers' compensation coverage expenses, our administrative fee and, if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule 'B', attached.
Gevity HR has established a client enrollment process that will take up to five
days after all forms are accurately completed. (Please carefully review the New
Client Timeline.) We cannot pay your employees for any hours worked until such
time. PLEASE DO NOT CANCEL any insurance policies covering health or workers'
compensation or any payroll processing services until after you receive final
acceptance, in writing, from Gevity HR. This Proposal supercedes any earlier
proposals. It is valid for 45 days from the above date and is subject to our
entering into an Agreement signed by you and Gevity HR. We will be requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR. Submitting this information in no way obligates you or Gevity HR
to enter into an Agreement. Either party reserves the right to discontinue this
review process at any time.
If and when an Agreement becomes effective, this Proposal becomes an integral
part thereof. The Fees are subject to adjustment as provided in Section 12 of
the Agreement.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule as revised
from time to time.
Schedule A
Proposal #76462
GVHR SCHA 9/3/2002
OneSource Technologies, Inc. Ilinios
This Schedule A is an integral part of the Proposal presented to you by Gevity
HR. It provides general descriptions of the services that are included in the
Fees quoted to you in our Proposal. Any items listed as "Optional" may be
ordered by you for an additional charge. However, the "Optional Health &
Insurance Benefits" are only available if you initially selected Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").
================================================================================
HR FULL SERVICE
================================================================================
Find the Right People
---------------------
o Best practices online/phone access o New employee hire forms
o Sample job descriptions o Upon Client Request
o Job description builder o Online candidate assessment tools
o Compensation calculator o Candidate drug screening
o Interview guidelines o Candidate background screenings -
includes "Basic" package
o Recruitment advertising development
Optional:
o Recruitment advertising placement (price based on actual ad cost)
o Higher-level Candidate Background Screening packages (current prices range
from $39 to $109 per package)
Develop & Manage
----------------
o Best practices online/phone access o Employee orientation programs /
online access
o HRMS o E-Learning - 5 course package
o Online employee skills assessments o HR video library
o Performance builder
Optional:
o Additional E-Learning courses (current prices range from $15 to $60 per
course)
Retain Your Best
----------------
o Best practices online/phone access o Sample flexible work arrangements
o HR needs assessment o Employee Assistance Program
o Employee relations advice o Employee discounts
o Sample retention programs o Reward and recognition program /
online
Optional:
o Health & Insurance Benefits (price based on client census data):
o Medical, Dental, & Vision plans (price is included in Health &
Insurance Benefits cost)
o Life, AD&D, STD, and LTD insurance (price is included in Health &
Insurance Benefits cost)
o Reward and recognition program fulf illment (price based on reward choices)
o Retirement plans and 401(k) programs (price: $500 set-up fee, plus $35 per
participant admin fee, if less than 6 participants)
1 of 2
Schedule A
Proposal #76462
GVHR SCHA 9/3/2002
OneSource Technogies, Inc. Ilinios
Manage the Paperwork
--------------------
o Online sample HR forms o Report payroll using Gevity HR
Central
o Online payroll, tax filing o Report payroll on Monday
& administration
o W-2 preparation o Pay period is Bi-weekly -
o Unemployment administration and
claims processing o Payroll is delivered on Sunday
o COBRA, FMLA, and Section 125
administration o Payroll delivered by Fed Ex
o Annual benefits enrollment o 3 delivery sites
o 401(k) plan administration o Employees paid by Direct Deposit
and Gevity HR
o Workers Compensation claims
administration Check
o Certificates of insurance
o Loss history analysis
Optional:
o Time & attendance systems (current systems range from $595 to several
thousand dollars)
Protect Your Business
---------------------
o Employee handbooks o Workers compensation coverage
o Sample HR policies and best practices
I online o Serious accident investigations
o Regulatory compliance o Return to work assistance
o HR consultations I phone access o Workplace safety evaluation and
guidance
o COBRA administration o OSHA guidance
o FMLA administration o Safety bulletins
o Fair Labor Standards Act guidance o Safety training video library
o ADA consultations o Drug-free workplace program
o ▇▇▇ consultations o Re-employment toolkit
o Employee progressive discipline
process - phone access processing o Unemployment claims appeals
o Employee termination guidelines -
phone access
o Employee exit interview guidelines and forms - online/ phone access
Optional:
o Drug testing within Drug--free wor/cplace program (current prices range
from $40 to $55 per test) - Client determines frequency
By signing below, I acknowledge that the final approved Proposal, including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR. Gevity HR will provide you with written
notice of any substantive modification to the services that are included in our
Fees.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
2 of 2
OneSource Technogies, Inc. Ilinios
Schedule 'B'
Proposal #76462
SL SCHB900 9/3/2002
This Schedule 'B' is attached to and is an integral part of the Proposal
presented to you by Gevity HR.
A. TaxCaps
-------
Your Fees will reflect tax caps established annually under federal and
state laws for PICA, FUTA and SUTA.
Social Security Tax (FICA):
When an employee's taxable compensation exceeds $84,900 (current cap for
social security tax), your Fees will be reduced by an additional $620 per
$100 for that employee.
Federal Unemployment Tax (FUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
federal unemployment tax), your Fees will be reduced by $0.80 per $100 for
that employee.
State Unemployment Tax (SUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
state unemployment tax), your Fees will be reduced by $1.00 per $100 for
that employee.
B. Fees
----
Fees to Start Your Account:
Your non-refundable set-up fees in the total amount of $850 must be given
to a Gevity HR representative at the time you deliver your signed copy of
our Services Agreement. Our acceptance of your set up fees does not
guarantee that you will become a client of Gevity HR. If Gevity HR declines
to enter an Agreement with you, the set up fees will be refunded.
401K and other Retirement Plans:
If you adopt the Gevity HR 401K Retirement Plan, you will pay a one-time
set-up fee of $500. If you sponsor your own deferred-compensation plan and
sign our Agency Agreement appointing Gevity HR as your agent to withhold
employee contributions and make periodic payments to the administrator of
your plan, you will pay a one-time set-up fee of $500 for a 401K plan or
$100 for any other type of qualified retirement plan.
C. Other
-----
Payroll Reporting Method:
In this proposal you have received a reduction in your Fees for using our
online payroll application. Should you decide not to use our online payroll
application your Fees will be adjusted accordingly.
Local taxes:
If any state or local taxing authorities impose specific taxes on the
employer, those taxes will be added to your Fee.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ CEO
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule 5, as revised
from time to time.
OneSource Technologies, Inc Nevada
Proposal Presented by ▇▇▇▇ ▇▇▇▇
on September 3, 2002
Using the data which you provided, we have been able to establish our Fee(s).
The Fee(s) ("Fees") are applicable to all remunerationt of Co-Employees during
the tenn of any written agreement ("Agreement") between you and (levity HR.
The Quoted Fees are Based on the Following Information:
--------------------------------------------------------------------------------
Number of Employees: 1 Payroll Amount: $1,289 Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------
Workers' Fee Fee
Employees Job Description Compensation Per $100 of After
Classification Gross Remuneration Cutoffs
================================================================================
Office machine or 5191 $ 16.908 $ 13.008
app install
The Fees cover our services for RCA, Federal and Colorado unemployment taxes,
workers' compensation coverage expenses, our administrative fee and, if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule 'B', attached.
Gevity HR has established a client enrollment process that will take up to five
days after all forms are accurately completed. (Please carefully review the New
Client Timeline.) We cannot pay your employees for any hours worked until such
time. PLEASE DO NOT CANCEL any insurance policies covering health or workers'
compensation or any payroll processing services until after you receive final
acceptance, in writing, from Gevity HR. This Proposal supercedes any earlier
proposals. It is valid for 45 days from the above date and is subject to our
entering into an Agreement signed by you and Gevity HR. We will be requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR. Submitting this information in no way obligates you or Gevity HR
to enter into an Agreement. Either party reserves the right to discontinue this
review process at any time.
If and when an Agreement becomes effective, this Proposal becomes an integral
part thereof. The Fees are subject to adjustment as provided in Section 12 of
the Agreement.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule as revised
from time to time.
Schedule A
Proposal #76512
GVHR SCHA 9/3/2002
OneSource Technologies, Inc. Nevada
This Schedule A is an integral part of the Proposal presented to you by Gevity
HR. It provides general descriptions of the services that are included in the
Fees quoted to you in our Proposal. Any items listed as "Optional" may be
ordered by you for an additional charge. However, the "Optional Health &
Insurance Benefits" are only available if you initially selected Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").
================================================================================
HR FULL SERVICE
================================================================================
Find the Right People
---------------------
o Best practices online/phone access o New employee hire forms
o Sample job descriptions o Upon Client Request
o Job description builder o Online candidate assessment tools
o Compensation calculator o Candidate drug screening
o Interview guidelines o Candidate background screenings -
includes "Basic" package
o Recruitment advertising development
Optional:
o Recruitment advertising placement (price based on actual ad cost)
o Higher-level Candidate Background Screening packages (current prices range
from $39 to $109 per package)
Develop & Manage
----------------
o Best practices online/phone access o Employee orientation programs /
online access
o HRMS o E-Learning - 5 course package
o Online employee skills assessments o HR video library
o Performance builder
Optional:
o Additional E-Learning courses (current prices range from $15 to $60 per
course)
Retain Your Best
----------------
o Best practices online/phone access o Sample flexible work arrangements
o HR needs assessment o Employee Assistance Program
o Employee relations advice o Employee discounts
o Sample retention programs o Reward and recognition program /
online
Optional:
o Health & Insurance Benefits (price based on client census data):
o Medical, Dental, & Vision plans (price is included in Health &
Insurance Benefits cost)
o Life, AD&D, STD, and LTD insurance (price is included in Health &
Insurance Benefits cost)
o Reward and recognition program fulf illment (price based on reward choices)
o Retirement plans and 401(k) programs (price: $500 set-up fee, plus $35 per
participant admin fee, if less than 6 participants)
1 of 2
Schedule A
Proposal #76512
GVHR SCHA 9/3/2002
OneSource Technogies, Inc. Nevada
Manage the Paperwork
--------------------
o Online sample HR forms o Report payroll using Gevity HR
Central
o Online payroll, tax filing o Report payroll on Monday
& administration
o W-2 preparation o Pay period is Bi-weekly -
o Unemployment administration and
claims processing o Payroll is delivered on Sunday
o COBRA, FMLA, and Section 125
administration o Payroll delivered by Fed Ex
o Annual benefits enrollment o 3 delivery sites
o 401(k) plan administration o Employees paid by Direct Deposit
and Gevity HR
o Workers Compensation claims
administration Check
o Certificates of insurance
o Loss history analysis
Optional:
o Time & attendance systems (current systems range from $595 to several
thousand dollars)
Protect Your Business
---------------------
o Employee handbooks o Workers compensation coverage
o Sample HR policies and best practices
I online o Serious accident investigations
o Regulatory compliance o Return to work assistance
o HR consultations I phone access o Workplace safety evaluation and
guidance
o COBRA administration o OSHA guidance
o FMLA administration o Safety bulletins
o Fair Labor Standards Act guidance o Safety training video library
o ADA consultations o Drug-free workplace program
o ▇▇▇ consultations o Re-employment toolkit
o Employee progressive discipline
process - phone access processing o Unemployment claims appeals
o Employee termination guidelines -
phone access
o Employee exit interview guidelines and forms - online/ phone access
Optional:
o Drug testing within Drug--free wor/cplace program (current prices range
from $40 to $55 per test) - Client determines frequency
By signing below, I acknowledge that the final approved Proposal, including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR. Gevity HR will provide you with written
notice of any substantive modification to the services that are included in our
Fees.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
2 of 2
OneSource Technogies, Inc. Nevada
Schedule 'B'
Proposal #76512
SL SCHB900 9/3/2002
This Schedule 'B' is attached to and is an integral part of the Proposal
presented to you by Gevity HR.
A. TaxCaps
-------
Your Fees will reflect tax caps established annually under federal and
state laws for PICA, FUTA and SUTA.
Social Security Tax (FICA):
When an employee's taxable compensation exceeds $84,900 (current cap for
social security tax), your Fees will be reduced by an additional $620 per
$100 for that employee.
Federal Unemployment Tax (FUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
federal unemployment tax), your Fees will be reduced by $0.80 per $100 for
that employee.
State Unemployment Tax (SUTA):
When an employee's taxable compensation exceeds $7,000 (current cap for
state unemployment tax), your Fees will be reduced by $1.00 per $100 for
that employee.
B. Fees
----
Fees to Start Your Account:
Your non-refundable set-up fees in the total amount of $850 must be given
to a Gevity HR representative at the time you deliver your signed copy of
our Services Agreement. Our acceptance of your set up fees does not
guarantee that you will become a client of Gevity HR. If Gevity HR declines
to enter an Agreement with you, the set up fees will be refunded.
401K and other Retirement Plans:
If you adopt the Gevity HR 401K Retirement Plan, you will pay a one-time
set-up fee of $500. If you sponsor your own deferred-compensation plan and
sign our Agency Agreement appointing Gevity HR as your agent to withhold
employee contributions and make periodic payments to the administrator of
your plan, you will pay a one-time set-up fee of $500 for a 401K plan or
$100 for any other type of qualified retirement plan.
C. Other
-----
Payroll Reporting Method:
In this proposal you have received a reduction in your Fees for using our
online payroll application. Should you decide not to use our online payroll
application your Fees will be adjusted accordingly.
Local taxes:
If any state or local taxing authorities impose specific taxes on the
employer, those taxes will be added to your Fee.
Your signature below acknowledges your understanding of the disclosures made on
this schedule.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President 13 Sept 02
--------------------------------------------------------------------------------
Client Signature Title Date
* As used in this document, and incorporated by reference into the Agreement,
the term "remuneration" means remuneration as defined in the Basic Manual
of the National Council of Compensation Insurance, Inc., Rule 5, as revised
from time to time.
