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EXHIBIT 10.10
SUBSCRIBER SERVICE AGREEMENT
Agreement made this [27th] day of [November], 19[95], between PAYROLL TRANSFERS
INTERSTATE, INC., a Florida corporation (hereinafter referred to as "PTI"), and
[800 TRAVEL SYSTEMS, INC.], located at [3018 XX Xxxxxxx 000X, Xxxxx 000, Xxxxx,
Xxxxxxx] (hereinafter referred to as "Subscriber").
1. PERSONNEL TRANSFER. Subscriber hereby agrees to transfer all existing
personnel and any future personnel hired by Subscriber to the payroll of
PTI, (hereinafter referred to as transferees ), and PTI hereby agrees to
accept transferees from Subscriber. Subscriber agrees to provide PTI with
the necessary personnel information for each applicant in order to properly
complete the requisite personnel and payroll documentation. PTI will act as
Employer and accept all Employer responsibilities which the law presently
requires of an employee leasing relationship.
2. TERM OF AGREEMENT. This Agreement shall remain in force for the term of one
year (the "Initial Term"). Following the Initial Term, this Agreement shall
remain in force from month to month (the Extended Term ).
3. SET UP FEE. Subscriber agrees to pay PTI a non-refundable one time set up
fee in the amount specified in the "Subscriber Service Sheet" to be due
upon signing this Agreement.
4. PREPAYMENT. Subscriber shall maintain, at all times, a prepayment with PTI
or provide a Letter of Credit to PTI equal to the amount specified in th
"Subscriber Service Sheet". Should Subscriber fail to pay PTI any payment
when due, PTI shall apply the prepayment to the amount due. Should the
prepayment fall below the required amount, Subscriber shall immediately pay
PTI an amount sufficient to comply with the required prepayment. If PTI
receives insufficient funds to cover the payroll of the transferees at
Subscriber s location, PTI may assess subscriber up to, but no more than,
One Hundred ($100.00) Dollars per occurrence. The prepayment is placed with
PTI to guarantee performance of all terms, covenants, conditions, and
obligations of Subscriber under this Agreement. PTI shall refund any
unapplied prepayment to Subscriber within thirty (30) days after the
termination of this Agreement, without interest, provided Subscriber has
performed each of its obligations under this Agreement.
5. SERVICE FEES.
(a) Subscriber agrees to pay PTI a service fee equal to a percentage (%)
above gross payroll of each transferee as specified in the "Subscriber
Service Sheet". Should Subscribers payroll be less than $2,000.00 in
total gross wages for any pay period, Subscriber agrees to pay PTI an
additional $25.00 service fee. Should Subscriber require additional
services not listed in "Subscriber Service Sheet" a fee will be
negotiated and added to this Agreement. During the Initial Term of
this Agreement, PTI may not adjust the fee rate percentage except for
statutory increases or any changes in the insurance requirements or
costs. Upon written notice to Subscriber from PTI of a fee adjustment,
Subscriber shall have the right to terminate this Agreement by giving
written notice of termination to PTI within fifteen (15) days of PTI's
receipt of such notice.
(b) Subscriber shall pay PTI all service fees due not later than the
Invoice Date of each pay period. Subscriber agrees to verify all
payroll data submissions of PTI transferees. If Subscriber believes
that any billing or other communication between the parties is in
error, Subscriber shall immediately notify PTI of such error.
Subscriber agrees to pay PTI a minimum service fee of S50.00 for each
pay period Subscriber fails to provide payroll information to PTI or
fails to accept a payroll upon delivery.
6. INSURANCE.
(a) If Subscriber transfers professionals engaged to act in their
professional capacity, Subscriber shall furnish, and shall maintain in
full force and effect at all times during this Agreement, professional
liability and/or malpractice insurance covering any acts, errors or
omissions of PTI transferees, with specific coverages and in limits
satisfactory to PTI. Subscriber shall cause PTI to be named as an
additional named insured, and a certificate of insurance shall be
issued to PTI allowing not less than 30 days advance notice of any
cancellation or material change. Subscriber warrants that its
professional engagements and activities shall be only such as shall be
within the scope and contemplation of such professional liability
and/or malpractice insurance.
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(b) Subscriber shall secure and maintain Commercial General Liability
Insurance coverage with limits of liability no less than $1,000,000
combined single limit, and shall provide PTI with a Certificate of
such insurance.
(c) Each party shall maintain in full force and effect at all times during
the term of this Agreement all insurance coverages which it is
required to furnish or maintain under this Agreement, and shall
furnish proof thereof at any time upon the request of the other party.
7. PENSION PLAN. PTI shall offer a 401(k) pension plan to all eligible
transferees of Subscriber. PTI will match deposits of eligible Transferees
at the rate of $.50 for each $1.00 saved up to a maximum 3% of gross wages
in accordance with the 401(k) plan document. The specific rights of any
Transferees under the 401(k) plan provided by PTI, whether respecting their
eligibility, participation, payment of benefits, or otherwise, shall be
governed solely by the express terms and provisions of the plan, as in
effect or as amended from time to time.
8. SUPERVISION. With the assistance of the Subscriber, PTI will designate an
on site supervisor in the "Subscriber Service Sheet". The on site
supervisor shall direct operational and administrative matters on a
day-to-day basis relating to service provided by PTI transferees. The PTI
on site supervisor, with direction from the PTI Human Resource Department,
shall determine the procedures to be followed by PTI transferees regarding
their duties. PTI retains the right to hire, fire, set wages for and
perform evaluations for all transferees as required by law. Subscriber
shall not terminate any on site Supervisor without prior notice to PTI.
9. REPRESENTATION OF SUBSCRIBER. Subscriber represents and warrants to PTI as
follows:
(a) All wages and compensation to which any of Subscriber's employees are
entitled and which shall have accrued as of the commencement of the
Initial Term of this Agreement have been paid in full, or shall have
been paid in full as of such date;
(b) Except as expressly described herein, or as heretofore disclosed to
PTI and acknowledged by PTI in writing, there are no separate
agreements or arrangements, whether in the nature of employment
agreements, collective bargaining agreements, deferred compensation
arrangements, or otherwise, under which PTI would be obligated, or
which would materially alter PTI's obligations hereunder;
(c) All Transferees for whom an employment agreement with Subscriber may
now be in effect, or with respect to whom an employment agreement may
hereafter be desired by Subscriber, shall enter into a joint
employment agreement with PTI;
(d) All existing pension and profit sharing plans are current and in
compliance with all applicable laws, rules and regulations, including
but not limited to all requirements and limitations respecting
funding, reporting and payment of benefits, and Subscriber shall
furnish to PTI the opinion of Subscriber's counsel to these effects;
and
(e) Subscriber has terminated any other employee leasing arrangement to
which Subscriber was heretofore a party, and Subscriber shall not
enter into any other employee leasing arrangement while this Agreement
remains in effect.
10. WORKERS' COMPENSATION.
(a) PTI shall furnish and keep in full force and effect at all times
during the term of this Agreement, workers' compensation insurance
covering only PTI transferees for time worked and wages paid under the
terms of this Agreement. Upon request, PTI shall produce a Certificate
of Insurance to be issued naming Subscriber as the certificate holder.
(b) Subscriber agrees to immediately notify PTI of any on-the-job injury
and to complete the On The Job Injury Report form and forward same to
PTI within 48 hours of the incident.
(c) Failure to comply with the terms of Paragraph 10(b) may result in a
$500.00 fine (per violation) to Subscriber, to be paid no later than
the invoice date of the following pay period.
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11. SAFE WORK ENVIRONMENT.
(a) Subscriber agrees that it will comply with all health and safety laws
(including the Occupational Health and Safety Act, (OSHA)), ADA
Regulations, Title l of the Civil Rights Act of 1991, right-to-know
laws, regulations, ordinances, directives, and rules imposed by
controlling federal, state, and local government.
(b) Subscriber agrees to comply at its expense with any specific
directives from PTI, PTI's workers' compensation carrier, or any
government agency having jurisdiction over the health and safety
regulations at the work place.
(c) Subscriber shall provide and ensure use of all personal protective
equipment, as required by federal, state or local law, regulation,
ordinance, directive, or rule as deemed necessary by PTI or PTI's
workers' compensation carrier.
(d) Subscriber, with PTI's assistance, agrees to implement a light duty
return-to-work program to assist eligible injured workers compensation
claimants (claimants with a suitable doctor's release) in returning to
gainful employment.
(e) PTI and PTI's workers compensation carriers, shall have the right to
inspect Subscriber premises at a time mutually convenient for the
Subscriber and the inspector.
12. ASSIGNMENT OF WAGES. Subscriber agrees that any wages and/or payroll taxes
Subscriber owes with respect to a transferred employee, and which may be
paid by PTI, are hereby assigned as wages and/or payroll taxes owed to and
assigned to PTI, for which PTI as the assignee, shall have a direct claim
against Subscriber until paid or reimbursed to PTI.
13. OBLIGATION FOR TIMELY PROVISION OF NECESSARY FORMS. Within five days of the
date of Subscriber's first payroll, Subscriber must provide PTI with all
necessary documents required to enroll each transferee, including but not
limited to, each Employee Enrollment Form, Employment Eligibility
Verification (Form 1-9), 401(k) Forms, Safety Rules and W-4 Withholding
Forms. Subsequent to the date of this Agreement, Subscriber must provide
PTI with the same documentation for all additional transferees within 48
hours of their hire. Subscriber may be assessed any and all fines and/or
penalties imposed upon PTI resulting from client's failure to provide the
required documentation.
14. INDEMNIFICATION AND ATTORNEYS FEES.
(a) Subscriber hereby agrees to hold harmless, defend and indemnify PTI,
its stockholders, officers, directors employees and agents in respect
of any and all debts, claims, causes of action, liabilities, expenses
(including court costs and attorney's fees) and suits, of whatsoever
kind of nature, whether in law or in equity, which may be asserted
against or incurred by them, or any of them, and which may result in
whole or in any material part from the acts or omissions of
Subscriber, its agents or employees including, without limitation, any
breach or violation of any of the provisions of this Agreement and any
claim whatsoever respecting product liability, quality of work,
violations of wage and Hour laws, OSHA laws, XXX xxxx, EPA, DOL, EEOC
or the National Labor Regulations Act, and any related rules and
regulations.
(b) Subscriber hereby agrees to indemnify, defend, and hold PTI harmless
for any and all liabilities whatsoever arising from acts committed by
or injuries to Independent Contractors and or Employees hired by
Subscriber outside of the PTI Agreement. Subscriber hereby agrees to
cover any and all employees and transferees with Subscriber's own
workers' compensation policy during any period in which Subscriber
fails to provide payroll information or does not accept a payroll from
PTI.
(c) In the event that any action is brought by either party hereto as a
result of a breach of any provision of this Agreement or to enforce
the terms of this Agreement, the prevailing party in such action shall
be awarded reasonable attorney fees and court costs in addition to any
other relief to which the party may be entitled.
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15. TERMINATION OF THIS AGREEMENT.
(a) At any time during the initial or extended term of this Agreement,
this Agreement may be terminated by the mutual consent in writing of
both parties.
(b) Either party may terminate the Agreement, after completion of the
Initial term, upon 15 days written notice to the other party.
(c) During the Initial Term and Extended Term, PTI may terminate the
Agreement upon 7 days written notice in the event Subscriber breaches
any provisions of this contract. In addition, PTI shall have the
right, at any time, to immediately terminate the Agreement in the
event Subscriber:
i) is late with payment for any payroll, fee or penalty required
under the Agreement at any time from the date of this Agreement.
ii) fails to comply with any directive regarding health and safety
from PTI, PTI's workers' compensation carrier, or any government
agency.
iii) fails to provide any insurance required under this Agreement.
iv) terminates any on-site supervisor as named in the Subscriber
Service Sheet without prior written notice to PTI.
v) is found to be conducting any illegal activity in conjunction
with its employees, the operation of its business or on the
business premises.
vi) intentionally or materially misclassifies transferred employees
workers compensation codes.
(d) In the event that it shall reasonably appear to PTI that any
circumstances may exist which would warrant a termination pursuant to
Paragraph 15(c) or any other provision of this Agreement, PTI shall be
entitled to suspend its performance pending its review and
determination, without liability to Subscriber for so doing.
(e) This Agreement shall terminate automatically without notice to
Subscriber if petition in bankruptcy is filed by or against
Subscriber, or if Subscriber shall have made an assignment for the
benefit of creditors, shall have voluntarily or involuntarily
adjudicated bankrupt by any court of competent jurisdiction, or if a
petition is filed for reorganization of Subscriber. Subscriber and any
Guarantor of Subscriber's obligations under this Agreement shall
immediately notify PTI of any bankruptcy filing by or against it, or
of any assignment by Subscriber for the benefit of its creditors, it
being acknowledged that the acceptance of any payrolls from PTI
thereafter would be fraudulent as to PTI in the absence of such
notice.
16. MISCELLANEOUS.
(a) Subscriber shall not assign this Agreement or its rights and duties
hereunder, or any interest therein, without the prior written consent
of PTI. Any such assignment or attempted assignment shall be void. No
acceptance by PTI of any payment from the assignee or purported
assignee shall operate, constitute or be construed as a waiver of this
provision, or as a release of the Subscriber or any Guarantor.
(b) This Agreement constitutes the entire Agreement between the parties
with regard to this subject matter and no other agreement, statement,
promise or practice between the parties relating to the subject matter
shall be binding on the parties. This Agreement may be changed only by
a written amendment signed by both parties.
(c) Failure by either party at any time to require performance by the
other party or to claim a breach of any provision of this Agreement
will not constitute a waiver of any subsequent breach nor alter the
effectiveness of this Agreement, nor any part thereof, nor prejudice
either party in any subsequent action.
(d) Any notice or demand to be given hereunder by either party to the
other shall be by personal delivery in writing or by registered or
certified mail, postage prepaid, return receipt requested, and shall
be deemed communicated forty-eight (48) hours after mailing. Mailed
notices shall be addressed to the party's principal place of business,
or as set forth in this Agreement. Either party may change its address
by written notice in accordance with this paragraph.
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(e) Should any term, warrant, covenant, condition or provision of this
Agreement be held to be invalid or unenforceable, the balance of this
Agreement shall remain in full force and shall stand as if the
unenforceable provision did not exist.
(f) The paragraph headings of this Agreement are for reference only and
shall not be considered in the interpretation of this Agreement.
17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The parties mutually
submit to the jurisdiction and stipulate to the venue of the Circuit Court
for the 13th Judicial Circuit, Hillsborough County, Florida and, as
applicable, the United States District Court for the Middle District of
Florida, Tampa Division, for the resolution of any disputes or claims
arising under or in connection with this Agreement.
SIGNATURE PAGE TO FOLLOW
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Executed at [Tampa, Florida] on the date first written above.
PAYROLL TRANSFERS INTERSTATE, INC. SUBSCRIBER
XXXXXXX X. XXXXX XXXXXXX X. XXXXXXX
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NAME AUTHORIZED SIGNATURE NAME AUTHORIZED SIGNATURE
PRESIDENT VICE PRESIDENT
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TITLE DATE TITLE DATE
THE ABOVE AGREEMENT SHALL NOT BE BINDING UNTIL SIGNED BY AN OFFICER OF PAYROLL
TRANSFERS INTERSTATE, INC.
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PERSONAL GUARANTY
In consideration of the undertakings of PAYROLL TRANSFERS INTERSTATE, INC.
("PTI") pursuant to the foregoing Subscriber Service Agreement, and the
relationship of the undersigned to the named Subscriber, the undersigned
("Guarantor") hereby personally warrants and guarantees the full and timely
payment and performance by the Subscriber of any and all of the payments and
other obligations for which the Subscriber may now be or hereafter become
obligated or liable pursuant to said Agreement. In the event of any breach
thereof, PTI shall not be obligated to pursue or exhaust its remedies against
the Subscriber as a condition to its enforcement of this Guaranty. Guarantor
further agrees to be responsible for any and all costs, including attorney's
fees, incurred by PTI in enforcing its rights under this Guaranty.
By: XXXXXXX X. XXXXXXX
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NAME GUARANTOR SIGNATURE
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"PROSPECTIVE CLIENT NOTICE"
In accordance with Section #468.530(2), Florida Statutes on Employee Leasing,
Xxx Xxxxxxxxxxx, License #C0 0000011, and Xxxx Xxxxx, License #C0 0000010, are
authorized by Statute to execute a Subscriber Service Agreement on behalf of
Payroll Transfers, its subsidiaries, and affiliates, License numbers GL 0000002,
GM 0000004, and GM 0000005.
The undersigned hereby acknowledges and agrees that no Subscriber Service
Agreement shall be binding or in affect whatsoever until prospective client is
in receipt of a Subscriber Service Agreement fully executed by Xxx Xxxxxxxxxxx
or Xxxx Xxxxx, licensed representatives of Payroll Transfers.
Prospective client also acknowledges and agrees to the following:
o Prospective client should not cancel any insurances whatsoever until
prospective client is in receipt of an executed Employee Leasing
Agreement from Payroll Transfers.
o Prospective client fully understands that it is the policy of
Payroll Transfers, and as governed by various Federal, State and local
regulations, that all required employee documentation, including
employee application, W-2 Form, I-9 Form, Wellness Statement, employee
benefits application and401(k) Plan application, be fully completed in
order to qualify for acceptance by Payroll Transfers.
o Prospective client understands that Payroll Transfers' workers'
compensation carrier will review client's submitted information and
acknowledge acceptance prior to the commencement of the Subscriber
Service Agreement.
The undersigned fully understands and agrees to the conditions above by their
signature below.
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PROSPECTIVE CLIENT'S NAME Submitted By:
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PROSPECTIVE CLIENTS SIGNATURE PAYROLL TRANSFERS
MARKETING REPRESENTATIVE
DATE
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SUBSCRIBER SERVICE SHEET
800 TRAVEL SYSTEMS, INC.
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SUBSCRIBER
0000 XX XXXXXXX 000X XXXXX 000
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ADDRESS
XXXXX XXXXXXX 00000
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CITY STATE ZIP
(000) 000-0000
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TELEPHONE NUMBER EMERGENCY TELEPHONE NUMBER
XXXXXX XXXXXX XXXXX XXXXXXX
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ON SITE SUPERVISOR ADDITIONAL CONTACT
8810 MAN/CLERICAL 11.25 + W.C. 11.96
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WORKERS' COMPENSATION CODE SKILL CLASSIFICATION BILLING RATE
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WORKERS' COMPENSATION CODE SKILL CLASSIFICATION BILLING RATE
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WORKERS' COMPENSATION CODE SKILL CLASSIFICATION BILLING RATE
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WORKERS' COMPENSATION CODE SKILL CLASSIFICATION BILLING RATE
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WORKERS' COMPENSATION CODE SKILL CLASSIFICATION BILLING RATE
EMPLOYEE COVERAGE: $50.00 SINGLE ONLY $
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SUBSCRIBER PAYS EMPLOYEE DEDUCT (SECTION 125)
DEPENDENT COVERAGE: $ 0 $
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SUBSCRIBER PAYS EMPLOYEE DEDUCT (SECTION 125)
$
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PROPOSED EFFECTIVE DATE OF EMPLOYEE TRANSFER PROPOSED EFFECTIVE DATE OF HEALTH
COVERAGE -BENEFIT PREPAYMENT
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$ 0 $
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PERIOD ENDING DAY DELIVERY DAY SET-UP FEE PAYROLL PREPAYMENT
PAY FREQUENCY: WEEKLY BI-WEEKLY SEMI-MONTHLY MONTHLY
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APPROVED BY: -------------------------------------------------------------------------------------------------------------------
AUTHORIZED SIGNATURE OF SUBSCRIBER DATE
APPROVED BY: -------------------------------------------------------------------------------------------------------------------
OFFICER OF PAYROLL TRANSFERS INTERSTATE, INC. DATE
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