ADMINISTAFF.
PERSONNEL MANAGEMENT SERVICE AGREEMENT
THIS PERSONNEL MANAGEMENT SERVICE AGREEMENT ("the Agreement"), is between
Administaff Companies, Inc., ("Administaff"), a Delaware corporation, with its
principal place of business at 00000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxx
00000-0000, and Collectibles USA, Inc. ("Client").
I. PERSONNEL
Administaff agrees to furnish Client, and Client agrees to engage from
Administaff, worksite employees ("Staff") for the job functions listed in
Exhibit A ("Confidential Census"). Client warrants that information supplied to
Administaff on confidential census is accurate. Client will amend Exhibit A to
reflect each change or addition of a Staff and his or her job function within
five days of such change or addition. Client warrants that information on
worksite employees assigned by Administaff concerning job descriptions is
current and accurate. If such information is inaccurate, Client shall promptly
so notify Administaff.
II. TERMS OF AGREEMENT
This Agreement shall commence on the date this Agreement is executed and remain
in force until either Administaff or Client terminates the Agreement by giving
sixty (60) days prior written notice.
III. ADMINISTRATION
3.1 Administaff is responsible for the following:
a. reserving a right of direction and control over Staff assigned to
Client's location, although Client is responsible for the service or
product provided or produced by Client;
b. payment of salaries and wages and compliance with rules and
regulations governing the reporting and payment of all federal and
state taxes on payroll wages paid under this Agreement including, but
not limited to: (i) federal income tax withholding provisions of the
Internal Revenue Code; (ii) provisions of state and/or local income
tax withholding laws, if applicable; (iii) provisions of the Federal
Insurance Contributions Act (FICA); (iv) provisions of the Federal
Unemployment Tax Act (FUTA); and, (v) provisions of applicable state
unemployment tax laws;
c. providing employee benefits, if any are agreed to be provided by
Administaff, compliance with the Consolidated Omnibus Reconciliation
Act (COBRA) and
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Employee Retirement Income Security Act (ERISA) as to plans sponsored
by Administaff.
d. procurement of workers' compensation insurance and administration of
claims;
e. compliance with the Immigration Reform and Control Act (IRCA); the
Consumer Credit Protection Act, Title III;
f. development and implementation of policies and practices relating to
personnel management services including, but not limited to,
recruiting, interviewing, testing, selecting, orientation of,
training, evaluating, replacing, supervising, disciplining,
reassigning and terminating Staff;
g. compliance with any state statute or regulations governing a
professional employer organization.
3.2 Client is responsible for the following:
a. the service or product provided or produced by Client;
b. retaining such sufficient direction and control over Staff as is
necessary to conduct Client's business and without which Client would
be unable to conduct its business, discharge any fiduciary
responsibility that it may have, or comply with any applicable
licensure, regulatory or statutory requirement of Client;
c. compliance with any professional licensing, fidelity bonding, and
professional liability insurance requirements;
d. compliance with Occupational Safety and Health Administration (OSHA)
regulations; Environmental Protection Agency (EPA) regulations; Fair
Labor Standards Act (FLSA); Worker Adjustment and Retraining
Notification Act (WARN); compliance with governmental contracting
provisions; and any state and/or local equivalent of any of these;
e. liability for all obligations, including organizing process expenses,
related to Client's collective bargaining agreement and any benefits
arising from such agreement;
f. the operation of Client's business, equipment or property including
motor vehicles.
3.3 Administaff and Client will be jointly responsible for the following:
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a. all federal, state and local employment discrimination laws,
including, but not limited to, Title VII of the 1964 Civil Rights Act,
Age Discrimination in Employment Act (ADEA), and Americans with
Disabilities Act (ADA), Family and Medical Leave Act (FMLA),
b. authority to hire, discipline, reassign and terminate Staff,
c. selection of fringe benefits, including, but not limited to, holidays,
vacation, sick leave, parental leave, military leave, and leave of
absence.
3.4 Nothing in paragraphs 3.1, 3.2 or 3.3 above shall be construed to require
either Administaff or Client to provide any of the matters referred to therein
except as provided by law or as otherwise specifically provided by this
Agreement.
IV. SUPERVISION AND EMPLOYMENT
4.1 Administaff shall designate one or more on-site supervisors from among
Staff. On-site supervisors shall be responsible for facilitating personnel
management services provided by Administaff. Client retains responsibility for
its products or services.
4.2 Staff are not authorized by Administaff to undertake any work inconsistent
with the job functions specified in Exhibit A. In no event shall Client request
Staff to perform any service outside of that employee's ability or training if
such service would expose the Staff or other persons to personal harm or danger.
V. EMPLOYMENT AGREEMENT
All Staff furnished by Administaff to Client and listed on Exhibit A and any
assigned in the future shall be required to execute an Employment Agreement as
set forth in Exhibit C (Employment Agreement) before such employee shall
commence the term of assignment with Client.
VI. SAFE WORK ENVIRONMENT
6.1 Client agrees that it will comply, at its sole cost and expense, with all
federal, state or local health and safety laws, regulations, ordinances,
directives and rules relating to workplace, including all directives concerning
a safe work environment from Administaff or Administaff's workers' compensation
insurance carrier.
6.2 Client shall provide and ensure use of all personal protective equipment as
required by federal, state or local laws, regulations, ordinances, directives or
rules, or as deemed necessary by Administaff or Administaff's workers'
compensation insurance carrier.
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6.3 Client and Administaff agree to immediately report to each other all
accidents and injuries involving Staff assigned to Client.
6.4 Administaff and Administaff's workers' compensation insurance carrier shall
have the right to inspect Client's workplace, including but not limited to any
job sites at which Staff will be assigned. To the extent possible, such
inspections shall be scheduled at mutually convenient times.
VII. INSURANCE
7.1 Administaff shall keep in force at all times during this Agreement,
workers' compensation insurance covering all Staff furnished to Client pursuant
to the terms of this Agreement. Upon written request by Client, Administaff
shall request that its insurance carrier furnish a Certificate of Insurance
verifying coverage.
7.2 Client warrants and represents to Administaff that it has in force at the
effective date of this Agreement and will maintain during this Agreement and any
extensions, the following insurance coverage and limits as a minimum. Such
coverage shall be at the Client's sole cost and expense and provided by a state
approved insurance company, approved by Administaff and rated by Best's at A- or
better.
a. General Liability. Commercial General Liability in standard form on
"occurrence basis" covering Client's operations with minimum limited
of:
(1) $2,000,000.00 General Aggregate
(2) $2,000,000.00 Products/Completed Operations Aggregate
(3) $1,000,000.00 Personal and Advertising Injury
(4) $1,000,000.00 Each Occurrence.
Other coverage may be required for special operations to be
determined.
b. Automobile Liability. Comprehensive automobile liability insurance
covering all owned, hired and non-owned vehicles, with minimum limits
of One Million and No/100 Dollars ($1,000,000) combined single limits
per occurrence for Bodily Injury and Property Damage Liability. Client
warrants that all persons operating Client's vehicles are duly
licensed and covered under the Client's Automobile Liability insurance
policy without exception. Client agrees to furnish to Administaff a
list of drivers upon request.
7.3 Policy Requirements. All insurance policies to be obtained and maintained
by Client shall provide for thirty (30) days written notice to Administaff prior
to alteration, cancellation, non-renewal or material change by endorsement of
the coverage. All such insurance policies shall be endorsed to include, at no
additional cost to Administaff, Administaff as an additional insured with
respect to client's business, and each of the policies shall be primary
insurance and
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not excess over or contributory with any other valid, existing and applicable
insurance carried by Administaff. All automobile insurance policies obtained by
Client pursuant to this Agreement shall also be endorsed to include, at no
additional cost to Administaff, Staff who shall be operating motor vehicles for
Client. In addition, Client agrees to comply with all applicable Department of
Transportation, Interstate Commerce Commission and Motor Carrier Act
requirements and regulations if Client uses Staff to operate motor vehicles and
agrees to indemnify, defend and holds Administaff harmless from and against any
liability, expense (including court costs and attorneys' fees) and claims
relating to the non-compliance or violation.
7.4 Client shall make available, if requested, copies of all insurance
certificates required to this Section, signed by authorized representatives of
the insurance companies, to Administaff prior to the commencement date of this
Agreement and at any renewal or replacement.
7.5 Waiver of Subrogation. Each party to this Agreement hereby waives any claim
in its favor against the other party by way of subrogation or otherwise, which
arises during this Agreement, for any and all liability, loss or damage which is
covered by policies of insurance, to the extent that such liability, loss or
damage is recovered under such policies of insurance. Since the mutual waivers
will preclude the assignment of any aforesaid claim by way of subrogation or
otherwise to an insurance company or any other person, each party agrees to
immediately give to each of its insurance carriers, written notice of the terms
of said annual waiver, and to have its insurance policies properly endorsed, if
necessary, to prevent the invalidation of said insurance coverage by reason of
said waiver. Each arty shall cause its insurance carriers to provide written
evidence of the acceptance of said waiver.
VIII. ENROLLMENT FEE
Client agrees to pay Administaff a non-refundable enrollment fee in the sum
specified in Exhibit B (Client Service Application). This enrollment fee is due
and payable at the time that this Agreement is signed by Client.
IX. SERVICE FEE
In exchange for the personnel management services provided by Administaff,
Administaff and Client agree as follows:
9.1 The Administaff fee rate percentages are set forth in Exhibit B and is
calculated utilizing the data submitted by Client in Exhibit A. If such
information is inaccurate, Client shall immediately agree to amend Exhibit A to
reflect the current information and shall pay, within ten (10) days notice from
Administaff of the error, any additional costs incurred by Administaff as a
result of the inaccuracy.
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9.2 Each pay period, Client shall pay Administaff its fee comprised of: (i) the
gross payroll of Staff during such pay period, and, (ii) a service fee equal to
the applicable fee rate percentage specified in Exhibit B multiplied by the
gross payroll of Staff during such pay period.
9.3 Exhibit B shall set forth the fees to be charged by Administaff and such
exhibit will be signed by the parties.
9.4 Exhibit B may be changed from time to time and the changes shall be
effective as stated on the Exhibit and agreed to by the Client as evidenced by
the signature thereon.
9.5 Any increase in the fee will be billed with the next effective payroll and
be kept current at all times except for retroactive changes or statutory and/or
regulatory changes known at the time the payroll is billed.
9.6 The fee provided for by this Agreement shall be due and payable on receipt
of the invoice for said fee.
9.7 Client shall use a method of payment approved in advance by Administaff.
9.8 Client or on-site supervisor shall report to Administaff all time worked by
all Staff each pay period and shall provide Administaff with written
verification of same including rate of pay for each.
9.9 Client shall notify Administaff within five (5) business days of receipt of
the payroll of any error in billing.
9.10 Client shall reimburse Administaff for services requested by Client and not
contemplated by this Agreement.
X. DEFAULT
10.1 Acts of default by Client shall include, but are not limited to:
a. failure of Client to pay a fee when due;
b. failure of Client to comply within thirty (30) days of any directive
of Administaff, when such directive is promulgated or made necessary
by: (i) a federal, state or local governmental agency; or (ii) an
insurance carrier providing coverage to Administaff and/or its Staff;
(iii) specific circumstances which currently or potentially affect the
safety or violate the legal rights of Administaff or Staff;
c. direct payments of taxable wages by Client to Staff for services
contemplated by this Agreement;
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d. commission or omission of any act that usurps any right or obligation
of Administaff as an employer of Staff covered by this Agreement;
e. violation by Client of any provision of this Agreement;
f. filing by or against Client for bankruptcy or reorganization or Client
becomes insolvent or has a receiver, supervisor, liquidator, or
similar appointee appointed over its assets or property;
g. an assignment by Client for the benefit of creditors; or
h. a money judgment against Client which remains unsatisfied for more
than thirty (30) days.
10.2 In the event Administaff incurs any expenses, fines and/or liabilities as a
result of an act of default by Client as set forth above, Client shall reimburse
Administaff for all actual expenses, fees and/or liabilities, including, but not
limited to, reasonable attorneys' fees, court costs and any related expenses.
10.3 In the event that this Agreement is terminated due to a default by Client,
Client shall pay to Administaff, as liquidated damages, a sum calculated in
accordance with the following formula:
A sum equal to the average fee, as calculated pursuant to Paragraph 9.2
hereof for: (i) the pay periods that have occurred during the three (3)
months immediately preceding the date of termination; or, (ii) if the
Agreement is terminated prior to the expiration of three (3) months, the
pay periods that have occurred prior to the date of termination.
Such payment shall not release Client from any other obligations under this
Agreement arising prior to or resulting from such termination.
10.4 Upon an act of default by Client, Administaff shall have the option, in its
sole and absolute discretion, of terminating this Agreement.
10.5 Notwithstanding anything herein or in any other agreement or document to
the contrary, Client expressly agrees that Administaff shall under no
circumstances be liable for any special, incidental or consequential damages of
any nature whatsoever arising under or relating to this Agreement.
XI. INDEMNITY
11.1 Client hereby further agrees to indemnify, defend and hold Administaff
harmless from and against any and all liability, expense (including cost of
investigation, court costs and
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attorneys' fees) and claims for damage of any nature whatsoever, whether known
or unknown and whether direct or indirect, as though expressly set forth and
described herein which Administaff may incur, suffer, become liable for or which
may be asserted or claimed against Administaff as a result of the failure of
Client to follow the directives, procedures and policies of Administaff as they
relate to Staff.
11.2 Client hereby further agrees to indemnify, defend and hold Administaff
harmless from and against any and all liability, expense (including cost of
investigation, court costs and attorneys' fees) and claims for damage of any
nature whatsoever, whether known or unknown and whether direct or indirect,
arising from operation by Client, Client's employees or Staff of any form or
type of motor vehicle.
11.3 Client hereby further agrees to indemnify and hold Administaff harmless
from and against any and all liability, expenses (including cost of
investigation, court costs and attorneys' fees) and claims for damage of any
nature whatsoever, whether known or unknown and whether direct or indirect,
arising from the product and/or services provided by Client.
11.4 Client hereby further agrees to indemnify and hold Administaff harmless
from and against any and all claims, losses, causes of action, liability,
expense (including costs of investigation, court costs and attorneys' fees) and
damages of any nature whatsoever, whether known or unknown, arising from
employee unionization and/or provision of union benefits.
11.5 The indemnities provided herein shall be deemed to be contractual in nature
and shall survive termination of this Agreement.
XII. REPRESENTATIONS AND WARRANTIES
12.1 Client agrees to comply with Administaff's personnel management policies
and directives.
12.2 Client agrees to provide Administaff with a copy of any notice, complaint
or charge of a government agency and/or legal action concerning (i) Client's
workplace; (ii) Client's compliance with any laws, rules, regulations or
ordinances relating to the workplace; or, (iii) any Staff assigned to Client
immediately upon receipt of such notice, complaint, charge or legal action.
12.3 Client agrees to cooperate fully with Administaff in any investigation
involving Staff assigned to Client whether such investigation is initiated by a
government agency or by Administaff.
12.4 Administaff reserves the right at its sole discretion to provide a defense
in any lawsuit arising from a claim involving Staff subject to its investigation
of the facts and circumstances of such a claim.
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12.5 Client warrants and represents to Administaff that, prior to entering into
this Agreement, Client has informed Administaff of any pension and/or benefit
plans that Client may currently provide or has heretofore provided for any
owners, partners, shareholders, directors, officers, employees or agents of
Client. Client acknowledges that if Client currently provides or has previously
provided any pension or benefit plans to such individuals or their dependents,
certain complex rules under ERISA and the Internal Revenue Code may apply to
these plans, as well as to any plans maintained by Administaff, as a result of
this Agreement. If Client currently maintains or has maintained any such plans,
Client acknowledges that Administaff has advised Client to seek advice from a
qualified professional regarding the effect of this Agreement on such plans.
12.6 Client acknowledges that at the time of termination of this Agreement,
Administaff will send Staff employment termination notices.
XIII. ARBITRATION
13.1 Administaff and Client agree and stipulate that all claims, disputes and
other matters in question between Administaff and Client arising out of, or
relating to this Agreement or the breach thereof will be decided by arbitration
in accordance with the Federal Arbitration Act (9 U.S.C. xx.xx. 10 and 11) and
the Commercial Arbitration Rules of the American Arbitration Association then
obtaining subject to the limitations of this Article XIII. This agreement to so
arbitrate and any other agreement or consent to arbitrate entered into in
accordance herewith as provided in this Article XIII will be specifically
enforceable under the prevailing law of any court having jurisdiction.
13.2 Notice of the demand for arbitration will be filed in writing with the
other party to the Agreement and with the American Arbitration Association. The
demand for arbitration shall be made within a reasonable time after the claim,
dispute or other matter in question has arisen, and in no event shall any such
demand be made after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be barred by the
applicable statute of limitations.
13.3 No arbitration arising out of, or relating to, this Agreement shall include
by consolidation, joinder or in any other manner any other person or entity who
is not a party to this contract unless:
a. the inclusion of such other person or entity is necessary if complete
relief is to be afforded among those who are already parties to the
arbitration, and/or such other person or entity is substantially
involved in a question of law or fact which is common to those who are
already parties to the arbitration and which will arise in such
proceedings; and,
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b. the written consent of the other person or entity sought to be
included and Administaff and Client has been obtained for such
inclusion, which consent shall make specific reference to this
paragraph; but no such consent shall constitute consent to arbitration
of any dispute not specifically described in such consent or to
arbitration with any party not specifically identified in such
consent.
13.4 The award rendered by the arbitrators will be final, judgment may be
entered upon it in any court having jurisdiction thereof, and will not be
subject to modification or appeal except to the extent permitted by Sections 10
and 11 of the Federal Arbitration Act (9 U.S.C. xx.xx. 10 and 11).
XIV. MISCELLANEOUS
14.1 Third Party Beneficiaries. This Agreement is between Administaff and Client
and creates no individual rights of Administaff, Staff or any other third
parties as against Client or Administaff.
14.2 Client agrees to comply, at its sole cost and expense, with any applicable
specific directives promulgated by: (i) a federal, state or local governmental
body, department or agency, (ii) an insurance carrier providing coverage to
Administaff and/or its employees affecting this Agreement, and/or (iii)
Administaff as made necessary by circumstances which currently or specifically
affect Administaff, Client or Staff.
14.3 Neither party shall assign this Agreement or its rights and duties
hereunder, or any interest herein, without the prior written consent of the
other party.
14.4 The prevailing party in any enforcement action arising in respect to this
Agreement shall be entitled to recover from the other party all costs of such
enforcement action including, without limitation, reasonable attorneys' fees,
court costs and related expenses.
14.5 EXCEPT FOR ARTICLE XIII OF THIS AGREEMENT, WHICH SHALL BE GOVERNED BY THE
FEDERAL ARBITRATION ACT (9 U.S.C. xx.xx. 10 AND 11), THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
14.6 This instrument, including the Exhibits attached hereto, contains the
entire Agreement of the parties and supersedes all prior and contemporaneous
agreements or understandings, whether written or oral, with respect to the
subject matter hereof. No amendment or modification hereto shall be valid unless
in writing and signed by both parties hereto.
14.7 If any provision of this Agreement, or any amendment thereof, should be
invalid, the remaining provision shall remain in effect and be so construed as
to effectuate the intent and purposes of this Agreement and any amendments
thereto.
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14.8 All notices, requests and communications provided hereunder shall be in
writing, and hand delivered or mailed by United States registered, certified, or
express mail, return receipt requested, and addressed to the party's principal
place of business as set forth in this Agreement adjacent the signature of each
party (or to such other address provided in writing by such party).
14.9 The waiver by either party hereto of a breach of any term or provision of
this Agreement shall not operate or be construed as a waiver of a subsequent
breach of the same provision by any party or of a breach of any other term or
provision of this Agreement.
14.10 Force Majeure. Neither Administaff nor Client shall be required to perform
any term, condition, or covenant of this Agreement so long as such performance
is delayed or prevented by force majeure, which shall mean acts of God, strikes,
lockouts, labor restrictions by any governmental authority, civil riot, floods,
and any other cause not reasonably within the control of Administaff or Client
and which by the exercise of due diligence Administaff or Client is unable,
wholly or in part, to prevent or overcome.
XV. EXHIBITS
The following exhibits and addendum are attached to this Agreement and
incorporated herein by reference for all purposes:
A. Exhibit A ("Confidential Census");
B. Exhibit B ("Client Service Application");
C. Exhibit C ("Employment Agreement");
D. Exhibit D ("State Specific Addendum").
THIS AGREEMENT is duly executed this 1 day of April , 199 8 .
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FOR CLIENT: Collectibles USA, Inc. ADMINISTAFF COMPANIES, INC.
------------------------------------ 00000 Xxxxxxxx Xxxxxxx Xxxxx
(Company Name) Xxxxxxxx, Xxxxx 00000-0000
(000) 000-0000
By: /s/ Xxxx X. XxXxxxxx Xx. EVP & CFO
------------------------------------
(Signature) Title By: /s/ Xxx X. Xxxxxx
----------------------------
Xxxx X. XxXxxxxx Xx. Vice President
------------------------------------
(Name - Typed or Printed)
Address: 0000 Xxxxxxxx Xxxxxx Xx.
------------------------------------
Xxxxxx, XX 00000
------------------------------------
Tel. No.: 000-000-0000
------------------------------------
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EXHIBIT D
STATE SPECIFIC ADDENDUM
TEXAS
THIS ADDENDUM amends the Personnel Management Service Agreement (Agreement)
between Administaff Companies, Inc. (Administaff), a Delaware corporation, and
Collectibles USA, Inc. (Client), dated 4/1/98.
The parties recognize that Administaff is regulated by the Texas Staff
Leasing Services Act, Texas Labor Code, Chapter 91. Further, that those
regulations specify certain language must be included in the Agreement.
Therefore it is agreed that the following is hereby added to the Agreement.
Administaff:
1. Reserves a right of direction and control over Staff as to
administrative policies and duties relating to the services performed
by Staff;
2. Assumes responsibility for the payment of wages to Staff without
regard to payment by Client, subject to the termination provisions
hereof;
3. Assumes responsibility for payment of payroll taxes and collection of
taxes from payroll of Staff;
4. Retains a right to hire, fire, discipline and reassign Staff;
5. Retains a right of direction and control over the adoption of
employment policies and safety policies;
6. Retains the right to manage workers' compensation claims, claim
filings and related procedures.
The parties agree that if the Client fails to pay Administaff's invoice as
due, then in that event, this Agreement may be terminated instantly without
further notice at Administaff's sole direction with Client retaining its
obligations under 3.2 of the Agreement.
Client is hereby notified the address for the Texas Department of Licensing
and Regulation is X.X. Xxx 00000, Xxxxxx, Xxxxx 00000, telephone number (800)
000-0000.
The parties recognize that Administaff has a right of direction and control
over Staff as it relates to personnel matters and that Client retains a right to
direction and control as to operational or product matters.
Chapter 91 as amended, also provides that Administaff is not in the
unauthorized practice of an occupation, trade or profession which is licensed or
certified or otherwise regulated by a governmental entity solely by entering an
Agreement.
In all other aspects the Agreement remains as written. Any conflict between
this addendum and the Agreement shall be governed by this addendum.
DONE THIS 1 day of April , 199 8 , effective the same date as the Agreement
--- --------- ---
was executed.
CLIENT: ADMINISTAFF COMPANIES, INC.
By: /s/ Xxxx X. XxXxxxxx Xx. By: /s/ Xxx X. Xxxxxx
-------------------------------- ------------------------------
Title: EVP & CFO Title: VP
----------------------------- ---------------------------
TEXAS STAFF LEASING AND CLIENT COMPANY CERTIFICATION
--------------------------------------------------------------------------------
ADMINISTAFF COMPANIES, INC. (000) 000-0000
--------------------------------------------------------------------------------
Name of Staff Leasing Firm Phone Number (Area Code & Number)
00000 XXXXXXXX XXXXXXX XXXXX
--------------------------------------------------------------------------------
Address (Street and Number, X.X. Xxx xx
Xxxxx Xxxxxx
XXXXXXXX, XXXXX 00000-0000 760487432
--------------------------------------------------------------------------------
City, State, Zip Code Federal Identification Number
SLSRVC 00000 324
--------------------------------------------------------------------------------
License Number Under Art. 9104 of the Texas Sales & Use Tax Permit Number
Texas Labor Code
--------------------------------------------------------------------------------
Collectibles USA, Inc. (000) 000-0000
--------------------------------------------------------------------------------
Name of Client Company Firm Phone Number (Area Code & Number)
6402 Rippling Hollow Dr.
--------------------------------------------------------------------------------
Address (Street and Number, X.X. Xxx xx Xxxxx Xxxxxx
Xxxxxx, XX 00000 00-0000000
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City, State, Zip Code Federal Identification Number
The employee information provided in the attached listing is correct as of
4/1/98.
------
(effective date)
The parties entering into the contract are in compliance with the exemption
criteria Rule 3.364.
Either party to this certification can be held responsible for the assessment of
sales or use taxes which may become due for failure to comply with the
provisions of the Tax Code: Limited Sales, Excise, and Use Tax Act; Municipal
Sales and Use Tax Act; Sales and Use Taxes for Special Purpose Taxing
Authorities; County Sales and Use Tax Act; County Health Services Sales and Use
Tax; The Texas Health and Safety Code; Special Provisions Retailing to Hospital
District, Emergency Services Districts, and Emergency Districts in counties with
a population of 125,000 or less.
STAFF LEASING COMPANY CLIENT COMPANY
/s/ Xxx X. Xxxxxx /s/ Xxxx X. XxXxxxxx Xx.
--------------------------------- --------------------------------
(Signature) (Signature)
Xxx X. Xxxxxx Xxxx X. XxXxxxxx Xx.
--------------------------------- --------------------------------
(Printed Name) (Printed Name)
Vice President, Sales & Marketing EVP & CFO
--------------------------------- --------------------------------
(Title) (Title)
4/30/98 April 1, 1998
--------------------------------- --------------------------------
(Signature Date) (Signature Date)
