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EXHIBIT 10.30
PREFERRED VENDOR AGREEMENT
THIS PREFERRED VENDOR AGREEMENT made as of this 14th day of May, 1993, by
and between Norrell Services, Inc., a Georgia corporation ("Norrell"), and
United Parcel Service General Services Company, a Delaware corporation ("UPS").
W I T N E S S E T H:
WHEREAS, UPS has a continuing need for supplemental personnel; and
WHEREAS, Norrell is a leading provider of such personnel to businesses in
the United States and Canada;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. Services Provided. Norrell will provide to UPS the services described
in Exhibit A attached hereto and made a part hereof (the "Services") as UPS
shall require, pursuant to the terms and conditions of this Agreement. The
parties may, from time to time, amend Exhibit A in a writing signed by a duly
authorized representative of each party.
2. Term. This Agreement shall continue for a term of two (2) years after
the date first entered above, unless sooner terminated as set forth herein, and
will be automatically renewed for like additional terms unless either party
serves written notice of its intent to terminate the Agreement within thirty
(30) days prior to the expiration of any such term. Either party hereto may
terminate this Agreement with or without cause upon sixty (60) days written
notice to tile other party hereto. If UPS delivers notice to Norrell of its
intent to terminate, UPS shall include therein the reasons for such termination
and Norrell shall have thirty (30) days to rectify or modify its performance,
after which 30-day period UPS shall revoke or affirm its termination. The
provisions of this Agreement where the context or sense of this Agreement so
indicates shall survive any termination or cancellation of the Agreement.
3. Rates for Services. For the first year of the term of this Agreement,
the rates for the performance of the Services pursuant to this Agreement shall
not exceed those set forth on pages A5 through A10 of Exhibit A attached hereto
and made a part hereof. Thereafter the rates shall be as otherwise set forth in
Exhibit A. Any agreements negotiated locally by Norrell/UPS management will be
honored subject to the approval of Norrell's Vice President of National
Accounts.
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4. Invoices. Norrell shall submit to each UPS District office a weekly
invoice for the services of its personnel which shall indicate the number of
hours, rate per hour, name of employee and department worked during the
previous Monday through Sunday billing period. Invoices submitted hereunder
shall be due and payable upon receipt.
5. Reports. Norrell is prepared to provide UPS monthly and quarterly
reports (for its field locations as well as corporate headquarters), which
contain the number of hours worked by Norrell employees as well as the
aggregate billing to UPS by Norrell with respect to each of the job
classifications set forth on Exhibit A. Preparation and delivery of these
reports as well as additional billing information will be mutually agreed upon
by UPS and Norrell field locations
6. Buyer Satisfaction. Norrell agrees that the Services will be performed
to the satisfaction of UPS and agrees to allow UPS a reasonable period of time
to determine if the Services provided by Norrell were performed in a
satisfactory manner. If UPS determines within a reasonable period of time that
the Services provided by a Norrell employee are not satisfactory, and Norrell
is so notified, UPS will not be charged for such Services performed and Norrell
will provide corrective Services and, if necessary or requested, replacement
personnel upon notification from UPS or within a mutually agreed upon period of
time.
7. Laws and Regulations. Norrell agrees that it will comply with all laws
and regulations applicable to Norrell's employees, including the Fair Labor
Standards Act, Title Vll of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act of 1967, the Rehabilitation Act of 1973, the Immigration
Reform and Control Act of 1986, and the Americans with Disabilities Act of 1990.
8. Hiring of Norrell Employees by UPS. UPS agrees that utilization of any
Norrell employee by UPS within six months of the last use of such Norrell
employee through Norrell shall only be through Norrell. If UPS desires to hire
any Norrell employee on a permanent basis, UPS will notify Norrell, in writing.
The employee whom UPS desires to hire shall remain on Norrell's payroll for
four (4) weeks. UPS shall then be free to hire that individual without further
obligation to Norrell.
9. Independent Contractor. Norrell shall act at all times as an
independent contractor, and nothing contained herein shall be construed to
create the relationship of principal and agent, or employer and employee,
between Norrell and UPS. The Norrell employees assigned to perform the Services
for UPS are solely the employees of Norrell, and any subcontractor's employees
assigned to perform the Services for UPS are solely the employees of that
subcontractor.
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10. Norrell Employees. Norrell shall recruit, interview, test, select,
hire, and train the persons who shall provide the Services hereunder. UPS agrees
that the costs of any pre-assignment screening required by UPS which is not
routinely performed by Norrell as a part of its regular hiring procedures shall
be paid or reimbursed by UPS. Examples of non-routine screening are drug
testing, credit checks, and criminal backgrounds. Norrell shall have sole
responsibility to counsel, discipline, review, evaluate, set the pay rates of,
and terminate its employees assigned to UPS. Norrell assumes full responsibility
for all contributions, taxes and assessments with respect to its employees under
all applicable federal, state and local laws (including withholding from wages
of employees where required). Norrell further agrees that it will comply with
all other applicable federal, state or local laws or regulations applicable to
Norrell as an employer regarding compensation, hours of work or other conditions
of employment.
11. Indemnification. Norrell shall indemnify and hold harmless UPS, its
agents and employees from and against any and all claims, losses, actions,
damages, expenses, and all other liabilities, including but not limited to
attorneys' fees, arising out of or resulting from Norrell's negligent
performance of or failure to perform the work hereunder to the extent any such
claim, loss, action, damage, expense or other liability is attributable to
bodily injury to or death of any person or to damage to or destruction of any
property, whether belonging to UPS or to another, provided, however, that
Norrell shall not indemnify or hold harmless UPS to the extent any such claims,
losses, actions, damages, expenses or other liabilities are caused by the
negligent acts or omissions of UPS, its agents, employees or contractors. UPS
shall give reasonable notice to Norrell of any such claim, loss, action,
damage, expense or other liability.
12. Insurance. Norrell shall maintain at its expense: (a) Workers'
Compensation and Employer's Liability Insurance, (b) Commercial General
Liability Insurance, and (c) a Fidelity Bond. If said insurance policy is to be
canceled or changed by insured or insurer so as to affect the coverage required
by this contract, at least ten (10) days prior written notice of such
cancellation or change shall be sent to UPS at the address to which invoices
are to be sent by Norrell.
13. Notices. All notices which it may be necessary or proper for either
UPS or Norrell to give or deliver to the other shall be sent and shall be
deemed given when sent by registered or certified mail, postage prepaid and
return receipt requested, and if given by UPS to Norrell shall be addressed to:
Norrell Services, Inc.
3535 Piedmont Road, N.E.
Atlanta, GA 30305
Attn: Jeff Harlow - National Accounts
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and if given by Norrell to UPS, shall be addressed to:
United Parcel Service, Inc.
400 Perimeter Center - Terraces North
Atlanta, GA 30346
Attn: Joseph Schneider- Vice President
14. Assignment. The rights and obligations of the parties hereunder shall
not be assigned without the prior written consent of the other party, except
that Norrell may assign its rights and obligations hereunder to any affiliate
of Norrell without the prior written consent of the UPS. Otherwise, this
contract shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective successors and assigns.
15. Amendments. This Agreement, and the provisions hereof, may be altered,
amended, modified or superseded only in a writing executed by both of the
parties hereto.
16. Enforcement, Waiver. No waiver of or failure to exercise any option,
right or privilege under the terms of this Agreement by either of the parties
hereto on any occasion or occasions shall be construed to be a waiver of the
same or of any other option, right or privilege on any other occasion.
17. Entire Agreement. This Agreement, together with the Exhibits
referenced herein, shall constitute the entire Agreement between the parties
with respect to the subject matter and supersedes all previous Agreements
between UPS and Norrell relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
NORRELL SERVICES, INC. UNITED PARCEL SERVICE, INC.
By: By:
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Jeff Harlow Joseph Schneider
Vice President, Vice President
International Accounts
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