Exhibit 10.1
CLIENT SERVICE
AGREEMENT COMPENSATION SOLUTIONS INC
169 RAMAPO VALLEY ROAD OAKLAND, NJ 07436 201-405-1115
THIS AGREEMENT made this 26th day of March, 2003 by and between
COMPENSATION SOLUTIONS INC., d.b.a. COMPSolutions a New Jersey Corporation,
(hereinafter "CSI"), and DVL, Inc. (hereinafter "CLIENT"), whose Federal ID
Number is 13-2892858, and whose principal place of business is located at 70
EAST 55TH STREET , NEW YORK, NEW YORK 10022
WHEREAS, CSI Is engaged in the business of managing and Co-Employing
personnel and providing consulting and administrative services associated with
payroll and related activities and;
WHEREAS, CLIENT is in need of some or all of the aforesaid services and
wishes to take advantage of CSI's skills and utilize CSI's services as listed
above.
NOW THEREFORE, in consideration of the following terms and covenants, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. TERM: This Agreement shall be effective for an initial term of one (1)
year ("Initial Term"), commencing on March 31, 2003 (hereinafter
"Commencement Date"), and shall automatically renew for additional one
(1) year periods thereafter ("Extended Term"), unless either party gives
written notice to the other party of their intent not to renew this
Agreement at least thirty (30) days prior to the expiration of the
Initial Terms or any extension thereof.
2. PERSONNEL:
(A) TRANSFER: CLIENT agrees to transfer to the payroll of CSI all
existing and future personnel to be hired by CLIENT (individually and
collectively hereinafter referred to as "Transferred Employees").
(B) ACCEPTANCE: Prior to acceptance of CLIENT's Transferred Employees
by CSI, CLIENT must furnish CSI with necessary information for each
Transferred Employee's, name, address, social security number, CSI's
employment application and enrollment form, CLIENT's employment
application, if any, worker's compensation code classification, W-4
withholding form, Employment Eligibility Verification Form I-9, and any
other information reasonably requested by CSI. CLIENT agrees to verify
all payroll data submissions of Transferred Employees. CSI shall not be
considered an employer of any Transferred Employees until each of the
foregoing is completed and submitted to CSI, and CSI notifies CLIENT that
each Transferred Employee has been accepted, at which time the
Transferred Employees shall become employees of CSI (hereinafter
individually and collectively referred to as "Co-Employees" or "Leased
Employees").
(C) ASSIGNMENT: Co-Employees shall be immediately assigned by CSI to
one or more of CLIENT's work sites, and CLIENT agrees to accept such
assignments.
3. SERVICES: CSI agrees to:
(A) assume full responsibility for such administrative employment
matters as payment of federal, state and local employment taxes, worker's
compensation coverage, and fringe benefits (i.e. Life Insurance, Health
Insurance, Disability Insurance, 401(k) Plan, Dental Insurance,
Short-Term & Long-Term Disability Insurance and COBRA coverage, among
others) for its co-employees;
(B) assume responsibility for the payment of wages to each Co-employee
without regard to payments by CLIENT to CSI, except that the provisions
of this section shall not affect the CLIENT's obligations with respect to
the payment of wages of Co-employees, and nothing herein shall abrogate
or diminish that responsibility;
(C) assume full responsibility for the payment of payroll taxes and
collection of taxes from the payroll of the Co-Employees; CSI shall hold
CLIENT harmless from direct out-of-pocket expenses of CLIENT which may
result if such payroll taxes are not properly withheld or remitted to the
appropriate governmental agencies;
(D) to provide workers' compensation coverage for Co-Employees while
they are employees of and performing services for CSI;
(E) give written notice of the relationship between CLIENT and CSI to
each Co-Employee CSI assigns to perform services at CLIENT's work site;
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(F) acknowledge that it will have fiduciary obligations with respect
to funds delivered to it by CLIENT on account of payroll, payroll taxes,
and employees' benefits for the Co-Employees. In accord with said
fiduciary obligations CSI agrees that it will use said funds exclusively
for these purposes and that any other use of these funds shall be a
material breach of this Agreement; and
(G) provide the following ancillary and convenience services:
(i.) Dependent Care Assistance Programs, Dependent Child Care
Plans, and Medical Expense Reimbursement Accounts;
(ii.) An Employee Assistance Program;
(iii.) Employee Handbooks and Supervisor's Policy and Procedure
Manuals;
(iv.) Safety Compliance Assistance, including consultations and
seminars;
(v.) Employment Law advice, including consultations and
seminars;
(vi.) Advise and consultation on Governmental Employment
Regulations;
(vii.) Convenience services for co-employees including, but not
limited to, Credit Counseling, Credit Union Membership,
Dependent Care Services, Direct Deposit of Payroll, Travel
Club Membership, Rent A Car services, Financial Planning
and Estate Planning Services, Vision Services, Prepaid
Legal Services, Transportation Pre-Tax Expense Programs,
Health Club Membership, Bank Loans and other "cafeteria
style benefits;"
(viii.) Provision of these services shall entail CSI Human
Resources Personnel being on site at CLIENT'S workplace
from time-to-time, as reasonably determined by CSI.
4. LIMITATIONS:
(A) At the end of each pay period, CLIENT shall furnish CSI with
records of actual time worked by each Co-Employee, and verify each
Co-Employee's exempt or non-exempt status and that the hours reported are
accurate and in accordance with the requirements of the Fair Labor
Standards Act and any other applicable laws relating to wages, hours or
otherwise. These records shall become the basis for CSI to issue all
payroll checks and CSI shall not be responsible for incorrect, improper,
or fraudulent records of hours worked, or for the improper determination
of exempt status. All time cards, time records and/or puch clock records
will be retained by CLIENT for a minimum of six (6) years, and such
records and data will be provided to CSI or a governmental unit with
appropriate jurisdiction within a reasonable after the request for same.
(B) Except as required by applicable state or federal law, CSI shall
not be considered an employer of any individual for whom payroll
information whatsoever is not supplied by CLIENT during any payroll
period. CLIENT understands that CSI's responsibility and liability is
specifically limited and conditioned upon receipt of information from the
CLIENT, the timeliness of same, and CLIENT's compliance with its payment
obligations under this contract.
(C) CSI will provide only the services specified herein and no other
services shall be provided or implied, including, without limitation, any
strategic, operational or other business related decisions with regard to
CLIENT's business. CSI will not provide any equipment to the employees.
If any supervisory employees are being co-employed by CLIENT hereunder,
the scope of employment of such supervisory employees' is limited to
labor related matters. Any other services provided by such supervisory
employees will be outside the scope of this Agreement, and in such an
event; such supervisory employees will be acting solely as agents of
CLIENT.
(D) CLIENT expressly acknowledges that CSI shall not be liable for
CLIENT's loss of business goodwill, profits or other consequential,
special, or incidental damages, and CLIENT shall hold harmless and
indemnify, CSI's shareholders, non-co-employed employees, attorneys,
officers, directors, agents and representatives for any loss of the same.
Further, CSI does not assume responsibility for, and makes no assurances,
warranties, or guarantees as to the ability or competence of any
Co-Employee.
(E) CLIENT shall be considered an employer of Co-Employees for
purposes of any claim of sexual harassment; discrimination involving
disability, race, sex, religion, color, age, national origin, marital
status, veteran status, or any other protected class; or any other claim
pursuant to local, state, or federal laws, regulations or ordinances,
unless the claim is a result of action taken by CLIENT in compliance with
a written corporate policy, procedure, or directive of CSI.
5. WORKERS' COMPENSATION: CSI shall obtain, and keep in full force and
effect, workers' compensation insurance coverage and coverage amounts as
are required by applicable state law on all Co-Employees, subject to and
conditioned upon the performance of CLIENT as required hereunder. CSI
shall post conspicuously a notice of proof of Workers' Compensation
Coverage. Workers' compensation coverage shall not be provided to any
employee for whom CLIENT is not reporting hours for payroll to CSI. The
failure of CLIENT to report payroll hours for any pay period will cause,
without notice to CLIENT, the
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immediate suspension of workers' compensation insurance until such time
as CSI has been notified that the work schedule has resumed and
subsequent payroll hours are reported. Workers' compensation is only
offered, and shall be provided, to employees of CSI and shall not be
offered or provided to any employees of CLIENT. Employees of CLIENT, for
purposes of the Paragraph, are persons for whom CLIENT does not report
payroll hours to CSI during any payroll period or for whom CSI has not
received payroll or other information as required by this Agreement. CSI
shall have no responsibility to any employees other than those which
qualify as Co-Employees as defined herein. In addition, CLIENT assumes
full responsibility for workers' compensation claims of other persons
hired by, or working for, CLIENT.
6. MANAGEMENT: Employment responsibilities with regard to Co-Employees shall
be shared by CLIENT with CSI. Without limiting or affecting CSI's rights
and responsibilities as described in this Agreement or as required by
applicable law, CLIENT shall have sufficient direction and control over
the Co-Employees as is necessary to conduct CLIENT's business and without
which CLIENT would be unable to conduct CLIENT's business, discharge any
fiduciary responsibility CLIENT may have, or comply with any applicable
licensing, regulatory, or statutory requirements CLIENT may have. CLIENT
may also supervise the Co-Employees and set their times, wages, and other
terms and conditions of employment, and CLIENT agrees to periodically
assist CSI in the evaluation of the payment of Co-Employees. CSI shall
use these evaluations to determine salary and rate adjustments. CLIENT is
aware, however, that pursuant to the Fair Labor Standards Act's
definition of an Employer, CSI specifically reserves:
(A) A right of direction and control over Co-Employees assigned to
CLIENT's location or work site;
(B) The authority to hire, terminate, discipline and reassign
Co-Employees, (FROM CSI'S EMPLOY ONLY) for any reason deemed adequate by
CSI and with three (3) days notice to CLIENT; provided, however, that no
covered co-employee shall be re-assigned to another client company
without that covered employee's consent and the CLIENT has the right to
accept or cancel the assignment of such covered co-employee; and
(C) A right of direction and control over management of safety, risk,
and hazard control (with one (1) day notice) at the worksites or sites
affecting its Co-Employees, including:
(i) performing safety inspections of CLIENT's equipment and
premises;
(ii) promulgation and administration of employment and safety
policies; and
(iii) the management of workers' compensation claims, the filing
of such claims, and related procedures; and
(D) any other rights afforded, imposed or required by applicable law.
7. SERVICE FEES:
(A) Fees: In addition to any initial or commencement fees which may
apply, CLIENT shall pay CSI a service fee equal to the fee rate
percentages specified in Exhibit H, attached hereto and made a
part hereof, multiplied by the gross earnings of the Co-Employees
filling any job functions for CLIENT. CLIENT may also be charged
additional administrative fees (limited to $20.00 per check) if:
CLIENT's payroll is delayed due to CLIENT's untimely transmittal
of payroll information to CSI; CLIENT changes the number of hours
reported after the payroll has already been prepared; payroll
checks must be reissued due to no fault of CSI; or if CLIENT
requires or otherwise causes multiple payrolls to be issued by CSI
for the same pay period. If CLIENT terminates its relationship
with CSI for any reason, and CSI is then currently administering
COBRA benefits for employees of CLIENT, CLIENT shall pay CSI a fee
of $500.00 per month for each COBRA participant whose benefits are
administered by CSI. If CSI performs additional services for
CLIENT, which are not contemplated by this Agreement, the fees for
any such additional services shall be negotiated by the parties
and paid independently of any fees paid pursuant to this
Agreement.
(B) Adjustments: CLIENT understands that the service fee may be
adjusted for increases or decreases in statutory employment taxes,
insurance, change in job function, or change in size of CLIENT's
work force. Upon written notice to CLIENT of a fee adjustment,
CLIENT shall have the right to terminate this Agreement by giving
fifteen (15) days written notice of termination to CSI within
seven (7) days of receipt of a fee adjustment.
(C) Time and manner of payment: CLIENT shall pay CSI all service fees
by cash, certified funds, or wire transfer 48 hours prior to the
issuance of payroll checks or by the due date listed on CLIENT's
invoices, whichever is earlier. Should any payments not be made to
CSI when due, CLIENT shall pay a monthly surcharge of two percent
(2%) per month on the unpaid balance as an additional
administrative fee. Such surcharge shall be reduced to the highest
rate allowed by law if it is deemed to be usurious.
(D) Minimum fee: CLIENT agrees to pay CSI a minimum service fee of
$100 for each pay-period in which CLIENT fails to provide payroll
information to CSI or accept a payroll upon delivery, or in which
no payroll checks are prepared.
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(E) Review: CLIENT has a duty to review any and all invoices submitted
by CSI, and if CLIENT believes that any billing or other
communication between the parties is in error, CLIENT shall
immediately notify CSI of such error as soon as practicable.
(F) Enrollment: An administrative enrollment fee of $100.00 per
employee will be imposed simultaneously with the execution of this
Agreement.
(G) Returned checks: A return check charge will be imposed as
specified in the Exhibit H. If none is stated therein, the maximum
charge allowed by applicable law will be imposed.
8. PREPAYMENT/DEPOSIT
(A) Requirement: CSI reserves the right at any time during the term of
this Agreement to require CLIENT to furnish a performance bond, or
to deposit such sums as CSI may determine necessary from time to
time, to guaranty CLIENT's performance hereunder. The waiver by
CSI of this requirement at any time shall not stop or act as a
waiver of CSI's rights to require a deposit at any subsequent time
during the terms of this Agreement. If Workers' Compensation
certificates are issued by CSI prior to the first payroll, CSI
shall require repayment equal to the estimated first payroll, plus
fees, or One Thousand Dollars ($1,000.00), whichever is greater.
(B) Failure to Maintain: In the event CLIENT fails to maintain the
required deposit from time to time as determined at the sole
discretion of CSI, the same shall be deemed a material breach of
the Agreement and CLIENT shall immediately pay CSI an amount
sufficient to establish the required deposit.
(C) Use: Any monies of CLIENT in possession of CSI hereunder shall be
applied by CSI to any default in payment by CLIENT under the terms
of this Agreement.
(D) Return: Upon termination of this Agreement, any balance remaining
in the account of CLIENT shall be remitted to CLIENT, without
interest, on or before sixty (60) days after termination of this
Agreement, provided that CLIENT has performed all of its
obligations under the terms of this Agreement.
9. REPRESENTATIONS: CLIENT represents and warrants that:
(A) All wages and compensation to which any of CLIENT's employees are
entitled and which have accrued as of the Commencement Date of this
Agreement have been paid in full, or will be paid in full by the
Commencement Date.
(B) Except as expressly stated herein, or disclosed to and
acknowledged by in writing, there are no separate agreements or
arrangements, whether in the nature of employment agreements, collective
bargaining agreements, deferred compensation agreements, or otherwise,
under which CSI would be obligated or which would materially alter CSI's
obligations hereunder.
(C) CLIENT has terminated any and all other employee leasing
arrangement to which CLIENT was previously a party, and CLIENT shall not
enter into any other employee leasing arrangement while this Agreement is
in affect.
(D) CLIENT to the best of his knowledge without independent audit, is
not now, nor has been in the past three (3) years, in violation of any
state or federal labor or employment laws.
(E) Co-Employees used by CLIENT will be compensated in accordance with
federal and state laws. CLIENT also agrees that it will comply with the
Worker Adjustment and Retraining Notification Act (WARN) and that it has
sole responsibility for and will give CSI at least sixty-two (62) days
notice prior to effecting any plant closing or mass lay-off as defined in
WARN.
(F) If requested by CSI, CLIENT will adhere to the Return to Work
policies of CSI or to implement a light-duty return to work program to
assist eligible injured workers' compensation claimants (provided a
suitable doctor's release has been obtained) in returning to gainful
employment.
(G) CLIENT will adhere to any Drug Free Work Place Act policies if
such policies are implemented.
(H) CLIENT will provide all facilities, supplies, equipment, and all
other necessary items that may be required by the Co-Employees to perform
their respective duties and services. CLIENT will also maintain cards and
time as required by the FLSA and all state and federal regulations for a
period of six years from the date hereof.
(I) If either CLIENT or CSI is the subject of any governmental
investigations, inquiries or audits, or if either becomes a party, or is
threatened to be joined as a party, to any lawsuit, administrative
proceeding of any kind, (including proceedings or investigations
involving EEOC, NLRB, OSHA, worker's compensation laws, or any other
employment matter), each party to this Agreement will immediately
disclose same with any details reasonably requested by the other party
related to such matters. Further, CLIENT shall fully disclose CLIENT's
involvement in any such matters within the three (3) years immediately
preceding the Commencement Date hereof.
(J) CLIENT will comply with all New York Labor Standards, and all
federal and state laws and regulations requiring employers to pay the
full amount of wages due to an employee, and no portion of this Client
Service Agreement shall abrogate or diminish that responsibility.
(K) The CLIENT shall continue to honor and abide by the terms of any
applicable collective bargaining agreements, and upon expiration thereof,
any obligations of the CLIENT to bargain in good faith in connection with
such collective bargaining agreements shall not be affected in any manner
by this Agreement.
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10. SAFE WORK ENVIRONMENT: CLIENT shall provide Co-Employees with a safe
working environment which is in compliance with the Occupational Health
and Safety Act (OSHA) standards, and CLIENT shall comply with all health
and safety laws, directives and rules imposed by any governmental
agencies with jurisdiction thereof, reasonably deemed by CSI, or by any
workers' compensation carrier covering the Co-Employees. Environmental
factors, equipment, machinery and all other matters which affect employee
safety shall be maintained in compliance with OSHA standards. CLIENT
represents that its working environment, equipment and machinery
currently meet, and will be maintained, in compliance with all OSHA
standards during the terms of this Agreement. CLIENT agrees that it shall
bear responsibility for any OSHA violations, citations and penalties.
Further, CLIENT, at CLIENT's sole expense, shall also provide and ensure
the use of all personal protective equipment, as required by federal,
state, or local law, regulation, ordinance, directive, or rule as
reasonably deemed necessary by CSI or any workers' compensation carrier
covering Co-Employees.
11. INSURANCE:
(A) During the terms of the Agreement, CSI and CLIENT shall maintain
individual liability insurance policies, naming each other as an
additional insured, with a minimum coverage in the amount of One-Million
Dollars ($1,000,000.00) per occurrence for bodily injury and property
damage.
(B) If any Co-Employee is to drive a vehicle of any kind for CLIENT,
CLIENT shall provide liability insurance. The policy shall insure against
public liability for bodily injury and property damage with a minimum
combined single limit of One-Million Dollars ($1,000,000.00); in states
where "no-fault" laws apply, Personal Injury Protection or equivalent
coverage shall apply. CLIENT shall cause its insurance carrier to issue a
Certificate of Insurance to CSI, allowing not less than twenty (20) days
advance notice of cancellation or material change. Failure to provide
Proof of Insurance within 48 hours of a request by either CSI or CLIENT
is a material breach and grounds for immediate termination of this
Agreement.
(C) If CLIENT Co-Employs professional employees, CLIENT shall maintain
professional or malpractice insurance in the minimum amount of
One-Million Dollars ($1,000,000.00). (Not applicable to CLIENT unless
they add "Professional Employees" (As defined under the FLSA) at which
time CLIENT shall notify CSI before actual hire date.)
(D) CLIENT shall also maintain other insurance reasonably necessary,
as determined by CSI and CLIENT, after considering the nature of CLIENT's
business.
(E) CLIENT agrees to accept CSI's designated broker-of-record for all
insurances and pensions provided to CLIENT's co-employees in conjunction
with this agreement. CLIENT agrees not to effect or request a change in
broker, which was designated by CSI anytime during or after this
agreement. Furthermore CLIENT agrees not to reverse any changes in
broker-of-record which CLIENT effected to enact this Agreement without
the express written consent of CSI.
(F) All insurance policies and fidelity bonds required to be
maintained as set forth in this Agreement shall name CLIENT and CSI as an
additional insured and shall provide that coverage shall not be canceled
or materially affected without first providing twenty (20) days written
notice of such cancellation or material change. At the request of CSI,
CLIENT shall also deliver to CSI certificates evidencing CLIENT's
procurement of such insurance.
(G) CLIENT waives any claim in its favor against CSI by way of
subrogation or otherwise which arises during the initial or extended term
of this Agreement, and all insurance policies required to be maintained
by CLIENT shall waive such subrogation rights.
12. INJURIES: As soon as CLIENT becomes aware of an injury, CLIENT must
notify CSI immediately by telephone, and in writing within 48 hours. The
failure to timely report any injury may result in a substantial fine
pursuant to applicable law. Any fines or other costs incurred due to the
failure of CLIENT to timely adhere to the requirement of injury reporting
shall be the sole and absolute cost and responsibility of CLIENT. If any
Co-Employee participates in actions that result in bodily injury,
property damage or any type of loss not covered by workers' compensation
insurance, CLIENT shall file for recovery against its own liability
insurance carrier.
13. TERMINATION:
(A) Without precluding termination as otherwise set forth herein, this
Agreement may be terminated as follows:
(i) At any time, the parties may terminate this Agreement by
mutual written consent;
(ii) Either party, without cause, may terminate this Agreement
by giving the other party thirty (30) days written notice;
(iii) In the event of a material breach by CSI or CLIENT, the
non-breaching party shall have the option to terminate this
Agreement by giving twenty-four (24) hours written notice
to the breaching party;
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(iv) At any time CSI may terminate this Agreement, with written
notice, if CSI, in its sole discretion, determines that
(a) a material adverse change has occurred in the
financial condition of CLIENT,
(b) CLIENT is unable to pay its debts as they become due
in the ordinary course of business; or
(c) federal or state legislation, regulatory action or
judicial decisions have adversely affected CSI's
interests under this Agreement; or
(v) Automatically, without notice to CLIENT, if a petition in
bankruptcy is filed by or against CLIENT, if CLIENT shall
have made an assignment for the benefit of creditors, shall
have voluntarily or involuntarily been adjudicated bankrupt
by a court of competent jurisdiction, or if a petition for
reorganization is filed by CLIENT. CLIENT and any guarantor
of CLIENT's obligations hereunder shall immediately notify
CSI upon the happening of any of the foregoing events, it
being acknowledged that the acceptance of any payrolls from
CSI thereafter would be fraudulent to CSI in the absence of
such notice.
(B) In the event it appears to CSI that circumstances may exist which
would warrant a termination of this Agreement, CSI shall be
entitled to suspend its performance pending its review and
determination of such circumstances, without incurring any
liability to CLIENT for doing so.
(C) Upon termination of this Agreement for any reason whatsoever, all
Co-Employees shall be deemed to have been laid off by CSI, and
CLIENT shall immediately give each Co-Employee notice thereof.
CLIENT shall also immediately assume all federal, state and local
obligations of an employer, including the obligation to provide
workers' compensation insurance. To the extent permitted by law,
CSI shall immediately be released of all it obligations hereunder.
If CSI has made any payment to Co-Employees or has otherwise
incurred expenses as an employer of the Co-Employees following the
termination hereof, CLIENT shall immediately reimburse CSI for
same, regardless of the reason for which such payments or expenses
were made.
14. BREACH: Material breaches of this Agreement by CLIENT shall include, but
not be limited to, the following:
(A) Failure to pay any monies required under the terms and conditions
of this Agreement when due.
(B) Failure to comply with any directive regarding health and safety
for CSI, any Workers' Compensation carrier covering the
Co-Employees, or any government agencies.
(C) Failure to provide or furnish proof of any insurance required
under the terms of this Agreement.
(D) A change in the type of business conducted by CLIENT as determined
in the sole and absolute opinion of CSI.
(E) Misrepresentation of Workers' Compensation classification or
inaccurate reporting of employee payroll hours or employee
information. (CLIENT is obligated to pay to CSI any additional
monies due as a result of Workers' Compensation audits).
(F) Conducting any illegal activity on CLIENT's worksite, regardless
of whether it affects, pertains to, or is in conjunction with any
Co-Employees.
15. (A) INDEMNIFICATION: CLIENT shall unconditionally indemnify, hold
harmless, protect, and defend CSI, its stockholders, non-leased
employees, attorneys, officers, directors, agents and representatives
from and against any and all claims, demands, damages, (including
punitive and compensatory), injuries, deaths, actions, costs and expenses
(including attorney's fees and expenses at all levels of proceedings),
losses and liabilities of whatever nature, including liability to third
parties, arising out of or involving:
(i) actions, conduct, or incidents, whether actual or alleged,
by or involving CLIENT, CLIENT's real and personal property,
Co-Employees, and any non-leased employees of CLIENT, resulting in claims
of negligence; other tortious conduct; breach of contract; criminal or
dishonest activity; claims covered by all liability policies,
professional liability policies, and fidelity bonds maintained or
required to be maintained by CLIENT; costs associated with the
administration of any collective bargaining agreements, and; claims
arising out of any non-payment or payment to, or participation in, any
labor organization's health and welfare retirement or other benefit fund,
including the cessation of payment thereto or withdrawal from
participation therein;
(ii) claims relating to CLIENT's use of any Co-Employee or
involving the use of the CLIENT's (or any employee, if such employee is
acting or alleged to be acting on behalf of the CLIENT or CSI) machinery,
facilities, equipment and/or vehicles, whether leased, rented, borrowed
or owned;
(iii) employment-related matters, arising under local, state
and/or federal right-to-know laws, environmental laws, OSHA, WARN, EEOC,
ERISA, ADA, (including those related to employment, public access and
public accommodation), wage and hour laws, (including those related to
prevailing wage rate, exempt and non-exempt status, child labor, and
minimum wage and overtime matters), NLRB laws, disclosed and undisclosed
benefit plans, and all other labor laws, arising out of clients'
disregard for compliance with a written corporate policy, procedure, or
directive of CSI;
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(iv) any and all laws, regulations and ordinances, arising out
of, or in connection with any obligations arising out this Agreement,
including, without limitation, those arising from products or service
(professional or otherwise) produced or provided by Co-Employees or
because of injuries suffered by the Co-Employees;
(v) acts committed by, injuries to, or claims of any
independent contractors or other employees hired by CLIENT outside of
this Agreement, or individuals which do not otherwise qualify as
Co-Employees; and acts of negligence by or towards any Co-Employee which
are not covered by workers' compensation insurance.
(B) INDEMNIFICATION: CSI agrees to indemnify, and hold CLIENT, and
CLIENT's officers and directors, harmless from and against any and
all claims, demands, damages, injuries, actions, costs and
expenses, losses and liabilities arising out of CSI'S gross
misconduct, unlawful act, and material breach of any obligation or
warranty contained in this Agreement.
16. CLIENT'S PAYMENT OBLIGATIONS: CLIENT shall pay and reimburse CSI for all
service fees and for all monies paid, if any and/or disbursed by CSI
related to the services provided to the CLIENT on completion of each
payroll period, inclusive of any items for paid time off. ALL INVOICES
MUST BE PAID IN FULL UPON PRESENTATION and in no event less than
Forty-eight (48) hours prior to payroll delivery. If payment in full is
not received by CSI upon presentation of invoice, or if payroll data is
not received for processing by CSI (within 72 hours), after completion of
each payroll period and presentation of invoice, then the Client Service
Agreement will be considered null and void for that pay period, all
future pay periods and CLIENT will be in default under this Agreement. In
which case, CLIENT agrees to be liable for payment to the Co-Employees
directly for the current pay period, all future pay periods, and all
payroll costs and related taxes, and indemnify CSI for any claims
thereof. If any monies are due and not paid in full on presentation of
invoice, then administrative charges of 2% per month will be charged.
CLIENT will pay any and all costs and attorney's fees that CSI may incur
in collection of these monies. If payment is made by check, and check is
returned for insufficient funds, a fee of $50.00 will be charged. All
payment obligations shall survive any termination of this Agreement until
fully satisfied.
17. RE-INSTATEMENT: At CSI's election, CLIENT may pay a re-instatement fee of
$50.00 per employee after any default or termination under this
Agreement. In the event of default under any term or condition of payment
under this Agreement, including without limitation: timeliness,
sufficiency, and good and clear funds, CSI shall not re-instate or issue
payroll checks, either in net or gross, to any OWNER, OFFICER,
SHAREHOLDER holding more than 5% of the CLIENT's outstanding shares, or
any controlling person, which term is defined to mean any person who had
or should have had knowledge of CLIENT's financial condition, and was in
a position to affect the incursion of additional debt by CLIENT, or in a
position to impair or enable CLIENT's compliance with this Agreement.
18. MISCELLANEOUS:
(A) Whole Agreement: This Agreement constitutes the entire agreement
between the parties and is intended as an integration of all prior
agreements, negotiations, statements, understandings, and promises
between the parties unless otherwise provided for herein. Further, no
change, modification or amendment to this Agreement of any kind shall be
valid unless it is made in writing and executed by both parties.
(B) Wavier: The failure of either party to this Agreement to require
performance by the other party or failure to claim a breach of any
provision of the Agreement shall not constitute or be construed as a
waiver of any subsequent breach nor affect the effectiveness of this
Agreement or any part thereof or prejudice either party as regards to any
subsequent action.
(C) Notices: Any and all notices required under the terms of this
Agreement shall be effected by hand delivery, in writing or by certified
mail, return receipt requested. Unless otherwise designated in writing
Notice shall be addressed to CSI c/o Matthew Kirnan, Esq., COMPSolutions,
169 Route 202 Oakland NJ 07436 and to CLIENT at CLIENT's principal place
of business listed above.
(D) Assignment: CLIENT may transfer or otherwise assign any of its
rights or obligations under this Agreement only with CSI's prior written
consent. If CLIENT attempts to so assign its interests hereunder, CSI
shall have the option to immediately terminate the Agreement at any time
prior to consenting to the assignment in writing. CSI specifically
reserves the right to assign all or a portion of its rights and
obligations in this Agreement (i.e. TPA's used for: 401 (k), Section 125
Plan, Child Care Dependency, Certified Financial Planners, Labor
Attorneys, and Human Resources Consultants, etc.) Any such assignment by
CSI may be of a temporary or permanent nature, and may encompass all or a
portion of CSI's rights and obligations hereunder.
(E) Validity: In the event any term or provision of this Agreement
shall be held to be invalid or unenforceable, the balance of this
Agreement shall remain in full force and effect.
(F) Construction: The paragraph headings of this Agreement are for
reference only and shall not be considered in the interpretation of this
Agreement. If interpretation of this Agreement is required by a court of
competent jurisdiction, it shall not be construed against CSI as the
drafter hereof, since CLIENT acknowledges that CLIENT had ample
opportunity to seek advice and to negotiate and amend the terms of this
Agreement prior to CLIENT's execution hereof.
(G) Governing Law: The Agreement shall be subject to the laws of the
State of New Jersey, and venue of any proceedings related to this
Agreement shall be in Bergen County, New Jersey.
7
(H) Attorney's Fees: Should litigation ensue between the parties, the
prevailing party will be entitled to attorney's fees and costs. In
addition, CSI shall also be entitled to reasonable attorney fees and
costs incurred while attempting to collect sums owed by CLIENT under this
Agreement.
(I) Time of Essence: Time is of the essence with regard to the terms
and conditions of this Agreement.
(J) Survival: The respective obligations of the parties, including
CLIENT's duties related to indemnification and payments for COBRA
participation by CLIENTS former employees, shall survive the termination
of this Agreement.
(K) CSI acknowledges that any individual covered by this Agreement,
and performing services for CLIENT, is an Employee of the CLIENT for the
purposes of determining whether such persons are qualified to receive
incentive stock options pursuant to the Internal Revenue Code, applicable
law, and election of accounting treatment for same. CSI is specifically
prohibited from offering, selling or granting any form of Incentive Stock
Option or Employee Stock Purchased Plan to the persons who are deemed to
be an Employee of CLIENT under this paragraph and/or who provide services
exclusively to CLIENT under this Agreement. CSI agrees to refrain from
taking any action as may be permitted hereunder, and to take all actions
as may be deemed necessary or advisable by the CLIENT to ensure that such
employees qualify to receive incentive stock options under the Internal
Revenue Code or other applicable laws. In addition, CSI agrees that
CLIENT, and not CSI shall have the exclusive right to make whatever
accounting treatment election for stock options CLIENT chooses.
(L) Standard of Performance: CSI warrants and agrees that it will
perform all services undertaken by it pursuant to this Agreement with
such reasonable diligence, care, and skill as would be required of any
professional fiduciary in a commercial setting and in compliance with all
applicable laws.
(M) Unemployment benefit and Disability Contribution Rate Disclosure:
Attached hereto as Exhibit G is CSI's written disclosure to CLIENT of the
method utilized for calculation of unemployment benefit experience
contribution rates and temporary disability contribution rates. CSI shall
also provide CLIENT with a written disclosure as to the method for
calculating the aforementioned rates upon termination or dissolution of
this Agreement.
COMPENSATION SOLUTIONS INC. DVL, INC.
(seal) (seal)
Signed: /s/ Thomas J. Cioffe Signed: /s/ Jay Thailer
--------------------- ----------------
BY: THOMAS J. CIOFFE BY: Jay Thailer
President Executive Vice President and CFO
8
EXHIBIT B
OFFICER'S CERTIFICATION
The undersigned, Jay Thailer, is Executive Vice President of DVL, INC., makes
the following certification:
1) The Company filed its Certificate of Incorporation in the State of Delaware
on MARCH 28, 1977 (list date of incorporation). Attached hereto is a true
copy of the Company's Certificate of Incorporation (attach Certificate of
Incorporation, if available).
2) The Company's Federal Employer Identification No. (EIN) is 13-2892858.
3) Set forth below are all shareholders of the Company who own Two Percent or
more of the Company's stock, together with their address and Social
Security Number:
NAME ADDRESS SOCIAL SECURITY NO.
(A) _____________________ ___________________________ ___________________
___________________________
(B) _____________________ ___________________________ ___________________
___________________________
(C) _____________________ ___________________________ ___________________
___________________________
(D) _____________________ ___________________________ ___________________
___________________________
(Please provide separate list, if necessary)
4) Set forth below are the officers of the Company:
President Alan Casnoff (set forth name of President)
--------------
Executive V. P. Jay Thailer (set forth name of Executive V. P.)
--------------
Secretary Henry Swain (set forth name of Secretary)
--------------
Treasurer Jay Thailer (set forth name of Treasurer)
--------------
5) The signatories hereto acknowledge and understand that federal and state
laws and regulations requiring employers to pay the full amount of wages
due to an employee, that owners and shareholders are responsible for the
full and prompt payment of unpaid employee wages, and no portion of this
certification or the Client Service Agreement shall abrogate or diminish
that responsibility which currently exists regardless of the co-employment
relationship.
6) I certify that to the best of my knowledge the foregoing information is
true and correct.
/s/ Jay Thailer
-----------------------------
Jay Thailer, Executive Vice President
9
EXHIBIT C
COMPENSATION SOLUTIONS FLEXIBLE BENEFIT PLAN
ADOPTION AGREEMENT
The undersigned, DVL, INC. ("Adopting Employer"), by executing this Adoption
Agreement, hereby adopts the Compensation Solutions Flexible Benefit Plan (the
"Plan").
Compensation Solutions, Inc. ("Compensation Solutions"), by executing this
Adoption Agreement, hereby consents to the adoption of the Plan by the Adopting
Employer.
EFFECTIVE DATE
|X| Initial Adoption: This is the Adopting Employer's initial adoption of the
Plan and the "Effective Date" is __________________.
|_| Amendment of the Plan: This Adoption Agreement is an amendment of the
Adopting Employer's previous adoption of the Plan and the "Effective Date"
of the amendment is _______________. The "Effective Date" of the Adopting
Employer's initial adoption of the Plan was _________________.
BENEFIT OPTIONS
A Participant may elect among the following optional benefit coverages:
|X| health and group term life insurance premium benefits;
|X| uninsured health expense reimbursement, up to a maximum of the following
amount for the calendar year: (Choose one)
|_| $1,000
|_| $2,500
|_| $5,000
|X| work related dependent care expense reimbursement, up to $5,000 per year,
per employee and;
|X| taxable cash payments in the form of regular salary.
The Adopting Employer agrees that it is adopting the Plan for the benefit of its
Employees (as such term is defined in the Plan).
The Adopting Employer agrees to properly disclose to Compensation Solutions all
information reasonable required by Compensation Solutions for the proper
administration of the Plan.
The Adopting Employer agrees that Compensation Solutions has made no
representations to the Adopting Employer regarding the legal or financial impact
of the adoption of the Plan by the Adopting Employer.
10
The Adopting Employer agrees to indemnify Compensation Solutions for any claims,
taxes or costs incurred by Compensation Solutions at any time as a result of the
Adopting Employer's failure to fulfill its obligations and duties with respect
to the Plan.
The Adopting Employer recognizes that it is in its best interest to have the
Plan reviewed by legal counsel to ensure that the Plan as adopted by the
Adopting Employer is suitable and appropriate for adoption by the Adopting
Employer.
By executing this Adoption Agreement, the Adopting Employer agrees to the
provisions of the Plan and the obligations, responsibilities and duties imposed
with respect to the Plan.
In witness of their agreement, the Adopting Employer and Compensation Solutions
have executed this Adoption Agreement on this 26th day of March, 2003.
NAME OF ADOPTING EMPLOYER:
DVL, INC.
Signature: /s/ Jay Thailer
--------------------
Signed by: Jay Thailer
Title: Executive Vice President
Date: 3/26/03
FOR COMPENSATION SOLUTIONS, INC.
Signature: /s/ Thomas J. Cioffe
--------------------
Signed by: THOMAS J. CIOFFE
Title: PRESIDENT
Date: 3/26/03
211
EXHIBIT D
SECTION 125 CAFETERIA PLAN ADDENDUM TO CLIENT SERVICE AGREEMENT
CLIENT acknowledges that Compensation Solutions, Inc. (CSI) will
withhold amounts from work-site co-employees compensation to provide
co-employees with pre-tax reimbursement for qualifying medical expenses under
the COMPENSATION SOLUTIONS, INC. MEDICAL EXPENSE REIMBURSEMENT PLAN.
CLIENT understands CSI may be required to reimburse the worksite
co-employees for qualifying medical expenses in an amount that exceeds the
amount actually withheld from the worksite co-employees' pay at the time of such
reimbursement. In this event, CLIENT acknowledges that the plan administrator,
will from time to time audit the account balances of clients' work-site
employees and may require CLIENT fund said employees accounts to reach a zero
balance.
CLIENT agrees if its relationship with CSI is terminated prior to the
end of a period of coverage under the Medical Expense Reimbursement Plan, CLIENT
will reimburse CSI for qualifying medical expenses reimbursed by CSI during such
period of coverage to the extent the expenses reimbursed by CSI exceed the
amounts withheld from the worksite co-employees' compensation during the period
of coverage. The CLIENT also agrees that CSI may charge an administrative fee of
up to five percent (5%) of the excess reimbursement amount.
COMPENSATION SOLUTIONS, INC. DVL, INC.
(seal) (seal)
Signed: /s/ Thomas J. Cioffe Signed: /s/ Jay Thailer
-------------------- -------------------
By: THOMAS J. CIOFFE By: Jay Thailer
SECTION 132 CAFETERIA PLAN ADDENDUM TO CLIENT SERVICE AGREEMENT
CLIENT acknowledges that Compensation Solutions, Inc. (CSI) will
withhold amounts from work-site co-employees compensation to provide
co-employees with pre-tax reimbursement for qualifying transportation expenses
under the COMPENSATION SOLUTIONS, INC. TRANSIT ONE REIMBURSEMENT PLAN.
CLIENT understands CSI may be required to reimburse the worksite
co-employees for qualifying transportation expenses in an amount that exceeds
the amount actually withheld from the worksite co-employees' pay at the time of
such reimbursement. In this event, CLIENT acknowledges that the plan
administrator, will from time to time audit the account balances of clients'
work-site employees and may require CLIENT fund said employees accounts to reach
a zero balance.
CLIENT agrees if its relationship with CSI is terminated prior to the
end of a period of coverage under the Transit One Reimbursement Plan, CLIENT
will reimburse CSI for qualifying transportation expenses reimbursed by CSI
during such period of coverage to the extent the expenses reimbursed by CSI
exceed the amounts withheld from the worksite co-employees' compensation during
the period of coverage. The CLIENT also agrees that CSI may charge an
administrative fee of up to five percent (5%) of the excess reimbursement
amount.
COMPENSATION SOLUTIONS, INC. CLIENT
(seal) (seal)
Signed: /s/ Thomas J. Cioffe Signed: /s/ Jay Thailer
-------------------- -------------------
By: THOMAS J. CIOFFE By: Jay Thailer
12
EXHIBIT E
CORPORATE RESOLUTION FOR ADOPTION OF THE
COMPENSATION SOLUTIONS FLEXIBLE BENEFIT PLAN
DVL, INC.
A special meeting of the Board Of Directors of the above-captioned
Delaware Corporation (the "Company") was held on the 24th day of March, 2003.
All of the members of the Board of Directors of the Company were
present. The Executive Vice President of the Company acted as Chairman of the
meeting and the Secretary of the Company acted as Secretary of the meeting.
The Executive Vice President stated that the purpose for calling the
special meeting of the Board of Directors was to discuss adoption of the
Compensation Solutions Flexible Benefit Plan (the "Plan").
The Executive Vice President stated that the reason for adopting the
Plan is to provide the Corporation with the benefit of a better benefits option
for its employees. The meeting, after substantial discussion and upon motion
duly made and seconded, unanimously adopted the following resolution:
RESOLVED, that the Company hereby adopts the Plan in a form acceptable
to the officers of the Corporation.
There being no further or other business to come before the meeting, on
motion duly made, seconded and unanimously carried, the meeting adjourned.
/s/ Henry Swain
- -------------------
Secretary of the Meeting
The undersigned, being all of the Directors of the Company, hereby
waive notice of the foregoing meeting and approve the actions taken therein.
- ------------------------------------------------
- ------------------------------------------------
- ------------------------------------------------
13
EXHIBIT F
STATEMENT OF CONFIDENTIALITY
THIS AGREEMENT is entered into this 26th day of March 2003, by and
between Compensation Solutions, Inc. *, a New Jersey corporation, whose address
is 169 Ramapo Valley Road, Oakland, New Jersey 07436, and DVL, Inc. a Delaware
Corporation/Limited Liability Company/Partnership with offices at 70 East 55th
Street , New York, New York 10022.
WHEREAS, DVL, Inc. (hereinafter referred to as "CLIENT") and
Compensation Solutions, Inc. (hereinafter referred to as "CSI") have,
simultaneously herewith, entered into a certain co-employer relationship as
evidenced by a certain Client Services Agreement dated even date herewith;
WHEREAS, CLIENT will reveal to CSI certain confidential and proprietary
information concerning CLIENT. CLIENT desires certain assurances that CSI shall
treat as confidential any and all information disclosed by CLIENT, and that CSI
shall not disclose such information to any third party accept as provided for in
the CSI Privacy Policy attached hereto;
NOW THEREFORE, in consideration of the promises, covenants and
agreements contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is hereby agreed as follows:
1. CONFIDENTIAL INFORMATION.
CSI agrees to treat as confidential any and all information concerning
CLIENT (regardless of whether prepared by CLIENT, its advisors, agents or
otherwise, and whether in writing or orally) which is furnished to CSI by or on
behalf of CLIENT (collectively referred to as the "Confidential Information"),
in accordance with the provisions of this Agreement.
The term "Confidential Information" does not include information which
(i) is or becomes generally available to the public other than as a result of a
disclosure by CSI or (ii) becomes available to CSI on a non-confidential basis
from a source (other than CLIENT or its agents) which is not prohibited from
disclosing such information to CSI by a legal, contractual or fiduciary
obligation.
2. NON-DISCLOSURE.
CSI agrees that the Confidential Information will be used solely for the purpose
of evaluating a possible business relationship between CSI and CLIENT (the
"Purpose"), and for no other purpose, and that such information will be kept
confidential by CSI and its advisors and agents. CSI agrees that (i) neither it
nor any of its advisors or agents shall at any time or in any manner, directly
or indirectly, disclose to any person or entity any or all of the Confidential
Information, and (ii) neither it nor any of its advisors or agents shall at any
time or in any manner, directly or indirectly, utilize any or all of the
Confidential Information for any purpose whatsoever (including use of any ideas,
concepts, or business plans) other than the Purpose. CSI shall be responsible
for any breach or violation of this Agreement by its directors, officers,
employees, agents or advisors.
* All references to CSI mean Compensation Solutions, Inc., Compensation
Solutions of Oakland, Inc., CSI Management Group, Inc., The Bergen Group, Inc.
and any and all other affiliated companies within our corporate family.
14
3. GENERAL.
a. Remedies. The parties agree that a violation of the provisions of
this Agreement would cause irreparable injury for which there would be no
adequate remedy at law. Accordingly, these provisions may be enforced by
injunction without a showing of irreparable injury and/or inadequate remedy at
law. The parties may also recover damages as a result of any breach of the terms
of this Agreement. The foregoing rights are cumulative with all other rights and
remedies of the parties and are not exclusive.
b. Applicable Law; Venue. The parties hereby agree that in the event of
any dispute concerning the subject matter of this letter, (i) the prevailing
party shall be awarded all attorney's fees and costs, (ii) the laws of the State
of New Jersey shall apply, and (iii) proper venue shall be Bergen County, New
Jersey.
c. Waiver. It is further understood and agreed that no failure or delay
by CLIENT in exercising any right, power or privilege hereunder will operate as
a waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power or
privilege hereunder.
ACCEPTED AND AGREED TO BY:
DVL, INC.
By: /s/ Jay Thailer
------------------------
Jay Thailer
Executive Vice President
COMPENSATION SOLUTIONS, INC.
By: /s/ Thomas J. Cioffe
------------------------
THOMAS J. CIOFFE
President
15
CSI PRIVACY POLICY
YOUR PRIVACY IS A PRIORITY TO US.
At Compensation Solutions, Inc (CSI)*, we are committed to safeguarding
Client as well as Co-Employee information. Since your privacy is a priority to
us, CSI will not share nonpublic information about you with third parties
outside of the CSI corporate family without your consent, except as explained in
our Privacy Policy. At CSI we train our staff how to properly handle your
personal information and restrict access to your files to only those authorized.
From time to time, we may communicate to you special offers for
products or services of third parties outside of the CSI corporate family, which
we believe, may be of interest to you, as explained in our Privacy Policy.
However, we will not provide these third parties with any nonpublic information
about you without your consent.
WE DO NOT PROVIDE NONPUBLIC INFORMATION ABOUT YOU TO ANY NON-CSI
COMPANY WHOSE PRODUCTS AND SERVICES ARE BEING MARKETED UNLESS YOU AUTHORIZE US
TO DO SO. THESE NON-CSI COMPANIES ARE NOT ALLOWED TO USE THIS INFORMATION FOR
PURPOSES BEYOND YOUR SPECIFIC AUTHORIZATION. We have created our Privacy Policy
to communicate our privacy commitment to you, and to serve your privacy needs.
PRIVACY POLICY
ABOUT OUR PRIVACY POLICY...
Protecting your privacy is important to CSI. We want you to understand
what information we may gather and how we may or may not share it. This Privacy
Policy explains CSI's collection, use, retention and security of information
about you.
HOW WE GATHER INFORMATION
As part of providing you with payroll deducted services or financial
products, we may obtain information about you from the following sources:
o Applications, forms, and other information that you provide to us,
whether in writing, in person, by telephone, electronically or by any
other means. This information may include your name, address,
employment information, income, social security number and credit
references;
o Your transactions with us, our affiliates (members of the CSI
corporate family), or others. This information may include your
payment history on installment loans;
o Consumer reporting agencies. This information may include account
information and information about your creditworthiness;
o Public sources. This information may include real estate records and
telephone numbers.
SHARING INFORMATION OUTSIDE THE CSI CORPORATE FAMILY
We are required to, or we may, provide information about you to third
parties outside of the CSI corporate family without your consent, as permitted
by law, such as:
o to respond to a subpoena or court order, judicial process or
regulatory authorities;
o to consumer reporting agencies when we are obligated;
o in connection with a proposed or actual sale, merger, or transfer of
all, or a portion of, a business or real estate transaction;
o to protect against fraud.
* All references to CSI mean Compensation Solutions, Inc., Compensation
Solutions of Oakland, Inc., CSI Management Group, Inc., The Bergen Group, Inc.
and any and all other affiliated companies within our corporate family.
16
CSI shall notify you in the event CSI receives a subpoena or other
legal request for information which CSI is obligated to respond, and CSI shall
discuss its response with you prior to CSI's formal response to the subpoena or
legal request.
In addition, we may provide information about you to our service
providers to help us process your applications or service your accounts. Our
service providers may include, mail and telephone service companies, insurers,
loan service providers, or other professionals. We may also provide information
to help us perform marketing of CSI products. The information provided to these
providers shall be limited to only that which is appropriate for these service
providers to carry out their functions.
SHARING INFORMATION WITHIN THE CSI CORPORATE FAMILY
We also may share information about you within our corporate family of
financial service companies-for example, our retail banking, mortgage banking,
credit card, brokerage and insurance companies as well as other members of the
CSI family.
By sharing this information, CSI can better understand your financial
needs. We can then send you notification of new products and special promotional
offers that you might not otherwise know about. For example, if you have a
mortgage loan with a CSI mortgage lender, we would know that you are a homeowner
and may be interested in hearing how a home equity loan may be a better option
than an auto loan to finance the purchase of a new car.
You may prohibit the sharing of application and third party
credit-related information within CSI's corporate family. Simply mail a written
request, with your name, address and social security number, to the following
address: CSI Privacy, 169 Ramapo Valley Road Oakland, NJ 07436, or call toll
free 800-654-4234. If you make such a request, it will apply to all of your
consumer relationships with all the companies within the CSI corporate family.
We will honor your choice on restricting information sharing. Even if you are no
longer a CSI Co-Employee our Privacy Policy will continue to apply to you.
OUR SECURITY PRACTICES AND INFORMATION ACCURACY
We also take steps to safeguard Client/Co-Employee information. We
restrict access to the personnel information of our Co-Employees to those staff
members who need to know that information in the course of their job
responsibilities. We maintain physical, electronic, and procedural safeguards
that meet or exceed applicable state and federal standards to protect
Co-Employee information.
We also have internal controls to keep Co-Employee information as
accurate and complete as we can. If you believe that any information about you
is not accurate, please let us know.
OTHER INFORMATION
If you would like CSI to limit its telephone contacts with you for
marketing purposes, please call us at 1-800-654-4234. This Privacy Policy
applies to products or services provided by CSI used primarily for personal,
family, or household purposes (not business purposes). We reserve the right to
change this Privacy Policy at any time.
QUESTIONS? PLEASE CALL 1-800-654-4234
17
EXHIBIT G
DISCLOSURE FOR CALCULATION OF UNEMPLOYMENT BENEFIT EXPERIENCE CONTRIBUTION RATES
AND DISABILITY CONTRIBUTION RATES
A. UPON INCEPTION OF THIS AGREEMENT::
CSI hereby advises CLIENT that the following methods shall be utilized for
calculation of the unemployment benefit experience contribution rates and the
temporary disability contribution rates upon the inception and dissolution of
this Agreement:
(1) If CSI acquires CLIENT's total workforce, CSI shall report wages and pay
contributions pursuant to the "unemployment compensation law," R.S.43:21-1 et
seq., based on the benefit experience assigned to CSI under R.S.43:21-7. The
benefit experience of the CLIENT shall not be transferred to CSI and shall not
be used in the calculation of CSI'S FUTURE contribution rates.
(2) If CSI acquires less than all of CLIENT's total workforce, CSI shall report
wages and pay contributions pursuant to the "unemployment compensation law,"
R.S.43:21-1 et seq. for that portion of the workforce acquired based on the
benefit experience assigned to CSI under R.S.43:21-7. The benefit experience
associated with that portion of CLIENT's workforce acquired by CSI shall not be
transferred to CSI and shall not be used in the calculation of CSI's future
contribution rates. CLIENT shall continue to report wages and pay contributions
for the workforce not acquired by CSI using CLIENT's contribution rate.
B. UPON DISSOLUTION OF THIS AGREEMENT:
(1) If, under the dissolved employee leasing agreement, CLIENT had leased its
total workforce, and if, at the time of dissolution, CLIENT had leased those
employees for at least two full calendar years, CLIENT shall be assigned the
rate of a new employer under R.S.43:21-7 until it is eligible for a rate based
on benefit experience pursuant to that section or enters into another employee
leasing agreement.
(2) If, under the dissolved employee leasing agreement, CLIENT had leased its
total workforce, and if, at the time of the dissolution, CLIENT had leased those
employees for less than two full calendar years, CSI at the time of dissolution
shall provide the Department of Labor with the data necessary to calculate the
benefit experience of CLIENT for the duration of the employee leasing agreement.
That benefit experience shall then be added to CLIENT's benefit experience which
was established prior to entering the employee leasing agreement. Both CLIENT
and CSI shall continue to use the rate of CSI for the period from the date of
the dissolution of the employee leasing agreement until the following July 1.
(3) If, under the dissolved employee leasing agreement, CLIENT had leased less
than its total workforce from CSI, and if, at the time of dissolution, CLIENT
had leased those covered employees for at least two full calendar years, the
benefit experience associated with that portion of CLIENT's workforce which had
been leased from CSI shall not be transferred to CLIENT and shall not be used in
the calculation of CLIENT's future contribution rates.
(4) If, under the dissolved employee leasing agreement, CLIENT had leased less
than its total workforce from CSI, and if, at the time of dissolution, CLIENT
had leased those covered employees for less than two full calendar years, the
leasing company shall provide the department with the data necessary to
calculate the benefit experience associated with that portion of the client's
workforce which had been leased from CSI. The department shall combine that
benefit experience with CLIENT's existing benefit experience. Both CLIENT and
CSI shall continue to use their own rates for the period from the date of the
dissolution until the following July 1.
(5) If, immediately upon dissolution of the employee leasing agreement, the
client company enters into a subsequent employee leasing agreement regarding
those covered employees with another employee leasing company, the payroll
relative to the client company shall be reported and paid at the rate assigned
the second employee leasing company.
18
EXHIBIT H
DVL, INC. will pay Compensation Solutions Inc.:
(1) for wages paid to Compensation Solutions Inc. work-site co-employees
which are assigned exclusively to DVL, INC. workplace or field position
(which are limited to NY Workers' Compensation Codes NY Clerical 8810,
NY Sales 8742 and NJ Building NOC 9015);
(2) a service fee on all contract wages which includes: State Unemployment
& Disability Insurance, Workers' Compensation Insurance, Social
Security and Medicare Payments, Federal Unemployment Insurance, and
Compensation Solutions' Administration according to the following
schedule:
NEW YORK EMPLOYEES
Bill Rate per $100.00 in payroll for:
CATEGORY 100 NY CLERICAL / SALES 8810 AND 8742
13.34% on Wages From $1 to $7,000
12.54% on Wages From $7,001 to $8,500
10.34% on Wages From $8,501 to $87,000
2.24% on all Wages Over $87,000
NEW JERSEY EMPLOYEES
Bill Rate per $100.00 in payroll for:
Category 200 NJ Building NOC 9015
17.43% on Wages From $1 to $7,000
16.63% on Wages From $7,001 to $8,500
15.13% on Wages From $8,501 to $87,000
6.14% on all Wages Over $87,000
DVL, INC. agrees to pay a delivery fee of $12.75 to CSI for each pay-period
payroll is processed.
(3) for all employer mandated taxes and/or insurance for Compensation
Solutions Inc. work-site employees assigned to DVL, INC. workplace not
included in the aforementioned;
(4) the costs of any other benefits which Compensation Solutions Inc. may
extend to its work-site employees covered by this Agreement (including
the administrative charges and expenses associated with COBRA
coverage), throughout the term and extensions of this Agreement.
(5) in the event of a material change in the business or economic activity
of CLIENT, or in the event that a workers compensation code assigned to
any co-employee of CLIENT, CSI reserves the right, upon thirty (30)
days written notice, to amend the assigned bill rates to actually
reflect the proper workers compensation code or cost associated with
the change in business activity.
(6) DVL, INC. agrees that the fee schedule above is reasonable and not
necessarily related to any specific cost of doing business by either
party to this Agreement. Furthermore, DVL, INC. agrees to pay these
category service fees throughout the year without regard to
individuals' earnings outside of CSI.
(7) DVL, INC. shall pay said fees to Compensation Solutions Inc. on a
C.O.D. basis, in cash, cashier's check or via Automated Clearing House
procedures, all amounts set forth in this Exhibit G when
19
due. Such amounts not paid when due will be subject to a late payment
penalty of 5% of the amount due plus carrying charges of 2% per month.
(8) DVL, INC.'S failure to pay on dates due, or at any other time
reasonably established by Compensation Solutions Inc., shall be a
material breach of this Agreement, and, at the election of Compensation
Solutions Inc., grounds for immediate termination of this Agreement.
(9) At any time at which Compensation Solutions Inc., reasonably feels
insecure, it shall have the right to require payment by cash, cashier's
check or equivalent. Any final payment under this Agreement, or any
payments made after notice of termination of this Agreement is given by
either party, must be made by cash, cashier's check or equivalent.
COMPENSATION SOLUTIONS INC. DVL, INC.
(seal) (seal)
Signed: /s/ Thomas J. Cioffe Signed: /s/ Jay Thailer
------------------------- ------------------------
By: THOMAS J. CIOFFE By: Jay Thailer
President Executive Vice President
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