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1 Todd A. Jones (BarNo. 198024)
Gregory K. Federico (BarNo. 242184) JAIU 8 201^^
2 ARCHER NORRIS
A Professional Law Corporation
3 301 UniversityAvenue, Suite 110 By Tony Brown, Deputy Clerk
Sacramento, Califomia 95825
4 Telephone: 916.646.2480
Facsimile: 916.646.5696
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Attomeys for Defendants
6 RICHARD KIRK RUYBALID, individually and
dba CA CONSTRUCTION
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8 SUPERIOR COURT OF CALIFORNIA
9 COUNTY OF SACRAMENTO
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11 RODNEY ABBOTT and FLORENTINE CaseNo. 07AS04450
ABBOTT,
12 DECLARATION OF GREGORY K.
Plaintiffs, FEDERICO IN SUPPORT OF CA
13 CONSTRUCTION'S MOTION TO
v. EXCLUDE EVIDENCE OF ANY
14 PURPORTED ABSENCE OR LAPSE OF
RONALD PAUL BRITSCHGI, et al.. WORKER'S COMPENSATION
15 INSURANCE PURSUANT TO EVWENCE
Defendants. CODE § 352
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Action Filed: September 24, 2007
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Trial Date: January 18,2011
18 Time: 8:30 a.m.
Location: Department 43
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AND ALL RELATED CROSS-ACTIONS.
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I, Gregory K. Federico, hereby declare as follows;
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1. At all times relevant, I have been an attomey licensed to practice law in the State
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ofCalifomia and I am an associate with the law firm of Archer Norris, counsel ofrecord for
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Defendants RICHARD KIRK RUYBALID, individually and dba CA CONSTRUCTION
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(hereinafter "CA CONSTRUCTION"). As such, I am personally familiar with the files in this
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matter and all the documents contained therein. I have personal knowledge ofthe matters stated
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herein and, ifcailed as a witness, could and would competently testify thereto.
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NIC549/1077319-1
CA CONSTRUCTION'S MOTION TO EXCLUDED WORKER'S COMPENSATION EVIDENCE
1 2. On June 20, 2005, CSL Solutions, Inc. entered into a Client Services .Agreement
2 with Richard Ruybalid dba CA Constmction.
3 3. Attached as Exhibit "A" to this declaration is a tme and correct copy ofthe Client
4 Services Agreement I received from CSL Solutions, Inc.
5 4. Mr. Ruybalid hired CSL Solutions, Inc. to act as a Professional Employer
6 Organization (PEO). As a PEO, CSL Solutions, Inc. steps in as the employer ofrecord for Mr.
7 Ruybalid's company for all payroll services, worker compensation insurance services, and
8 benefits services. As of June 20, 2005, CSL Solutions, Inc. procured and maintained worker's
9 compensation insurance for Mr. Ruybalid from August 31, 2005 to present day.
10 5. Pursuant to Paragraph 3.8 ofthe Client Services Agreement, CSL Solutions, Inc.
11 was required to secure and administer all worker's compensation insurance policies for Mr.
12 Ruybalid.
13 6. CA CONSTRUCTION, performed work on Florentine and Rodney Abbott's home
14 in the time frame of October 2005 to Febmary 2006.
15 7. Mr. Ruybalid obtained worker's compensation coverage through Castlepoint
16 National Instirance Company, Policy No. WSATME00091401, for the policy period of August
17 31, 2005 to August 31, 2006. The policy incepted on August 31, 2005 and it expired on August
18 31, 2005. Coverage was never intermpted, postponed or cancelled for this policy.
19 8. Attached as Exhibit "B" to this declaration is a tme and correct copy ofthe
20 declarations page for the Castlepoint National Insurance Company, Policy No.
21 WSATME000914018 that I received from CSL Solutions, Inc.
22 9. The declarations page for the Castlepoint National Insurance Company policy
23 indicates that Mr. Ruybalid had worker's compensation insurance at all relevant times, including
24 the period he performed work at Mr. and Mrs. Abbott's home.
25 10. Attached as Exhibit "C" to this declaration is a true and correct copy of a
26 September 2, 2005 letter that I received from CSL Solutions, Inc. This letter isfromCA
27 N1C549/1077319-1
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CA CONSTRUCTION'S MOTION TO EXCLUDED WORKER'S COMPENSATION EVIDENCE
1 CONSTRUCTION'S insurance broker, Powers & Company, to Richard Ruybalid confirming
2 worker's compensation coverage under Policy No. WSATME00091401.
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5 I declare under penalty of perjury under the laws of the State of Califomia that the
6 foregoing is tme and correct. Executed this 'T day of January, 2010, at Sacramenlo,
7 Califomia.
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10 GREGORY K. FEDERICO
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N1C549/10773I9-1
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CA CONSTRUCTION'S MOTION TO EXCLUDED WORKER'S COMPENSATION EVIDENCE
CSL Solutions, Inc.
Client Service
Agreement
Prepared for:
CA Construction
Richard Ruybalid
9332 Fair Oaks Blvd.
Fair OakSy CA 95628
(916) 962-1206 P (916) 962-1640 F
Initials
CSL Solutions, Inc.
CLIENT SERVICES AGREEMENT
GENERAL TERMS and CONDITIONS
In consideration of the mutual covenants and agreements coniamed herein, and the following General Terms and Conditions (collectively, the
"Agreement"), Wightman Enterprises, Inc, a California corporation, doing business as CSL Solutions, with its principle place ofbusiness located
at 8017 Sacramento Street, Fair Oaks, California 95628 ("CSL"), has agreed to provide certain personnel staffing and employment management
services lo CA Construction, 9332 Faur Oaks Blvd, Fair Oaks, CA 95628 ("Client") which has engaged CSL to provide such services
1. Co-Emplover Relationship For the purposes of CSL providmg the services expressly descnbed herein. Client and CSL
agree to establish a co-employer relationship goveming the employment relationship with the Co-Employccs (as defined below), under which the
employer responsibilities are allocated between Client and CSL
2. Scope of Aereement These services provided pursuant to this Agrcement shall apply only to the Co-Employees As used
in this Agreement, the term Co-Employees shall refer solely to those Client employees occupymg the job positions listed in Attachment " A "
for whom Client has timely submitted new hire paperwork (mcludmg the CSL Employment Agreement attached hereto as Exhibit " A ") and for
whom CSL has acknowledged acceptance m wntmg. No person shall be deemed a Co-Employee, nor should any person begin work at the job
site, until CSL has approved the new hire paperwork and accepted such peraon as a Co-Employee.
yevm Unless Termmated pursuant to the terms ofthe Agreement, the term ofthis Agreement shall be for one (1) year Thereafter, unless
termmated, this Agreement will aulomatically renew for successive one-year terms Client may terminate this agreement by givmg thirty days
(30) wntten notice to CSL
3. CSL Responsibilities
CSL shaii provide the following services for the Co-Employees
3.1 Compliance with Law CSL shall perform its obligations under this Agreement m compliance with all Federal,
State laws and regulations govermng Professionai Employer Organizations
3.2 Emnlovee Benefits As requested by Client, CSL shali provide employee benefits through CSL sponsored plans
and admmister said plans m compliance with the appiicabie iaws and regulations The Plan Documents for said plans control eligibility for
benefits and the extent of benefits provided
3.3 Emplovment Practices To the extent requested by Client, CSL shaii advise Client regardmg lawful
employment practices m regard to interviewing, hinng, oncntmg, terminatmg, supervising, promotmg, evaluatmg, compensatmg, disciplmmg,
documenting, testmg, traming, and otherwise dealing with the Co-Employees. Such advice shall be provided as requested to designated
management employees oniy Chent shall not regard CSL's advice as legal advice, nor shaii CSL provide legai advice
3.4 Handbooks. CSL shall provide the Co-Employees with wntten matenals (the "Employee Handbook")
contammg policies and procedures applicable to the Co-Employees CSL shall also provide supervisory matenals (the "Supervisor Handbook")
to Co-Employees expiammg supervisor responsibilities CSL Employee Handbooks supercede any client handbooks and policies with respect to
CSL's nghts and obligations vis-S-vis the Covered Employees
3.5 Pavroll Admmistration, CSL shall process payroll payments in accordance with the applicable iaws and
regulations based upon timely and accurately reported payroll data provided by Client
3.6 Pavroll Taxes CSL will withhold, report and remit Federal, State, and locai payroll taxes CSL shali prepare
and submit lax reportmg forms requued by iaw or regulation with respect to such compensation and benefits, mcludmg but not limited lo Forms
W-2 (Wage and Tax Statement), W-4 (Co-Employee's Withholding Allowable Certificate), and comparable and/or counterpart forms prescnbed
by any state or local govemment.
3.7 Unemployment Compensation CSL shall administer unemployment compensation claims, including opposmg
unemployment claims when appropnate
3.8 Worker's Compensation CSL shall secure workers' compensation insurance coverage for the Co-employees
and administer ciaims under said coverage Client acknowledges that CSL is not a workers' compensation insurance provider, camer, or broker,
and that as such CSL may not be subject to certam laws and regulations goveming same Coverage is not bound on an "automatic" basis upon
"M^
Initials
signing the Client Service Agreement Coverage commences when the client signs a Terms Summary Letter and pays msurance deposit
determmed by SCIF
4. Client Responsibilities Client shall be responsible fbr the following obligations.
4.1 Accident and litoess Reporting Client shall immediately advise CSL o f a n y accident occurnng at a Client
worksite involvmg a Co-Employee, regardless of whether or not such accident results in injury Client shall also immediately report any Co-
Employee ilhiess that may be work related and any dangerous condition existmg at a Client worksite
4.2 At-Will Emplovment Client understands that the CSL is not bound by any contract between Client and a Co-
Employee requinng cause for termmation of employment Upon termination ofthis Agreement for any reason, or upon Client's failure either to
provide payroll data as requuxd herem or to tunely pay as required herein, all Co-Employees shall automatically revert to sole employment by Client
retroactive to the last date CSL was paid by Client for CSL's services.
4.3 Changes m Job Status Client shaii notify CSL immediately of any change that may affect lhe workers'
compensation status ofany Co-Employee, including but nol limited to any change in job descnptions or job locations.
4.4 Client Benefit Plans Client shall be responsible for administenng and complymg with laws and regulations
applicable to benefit plans maintamed by Client
4.5 Confidential Information Client retams sole responsibility for the maintenance and protection of confidential
mformation, trade secrets, and propnetary mformation
4.6 Control of Client Business Client shali have exclusive responsibility for control of Client's Busmess For
puiposes of this Agreement, "Client's Busmess" shaii mean ail aspects of Client's busmess other than those elements of the employment
relationship with the Co-Employees expressly assumed by CSL under this Agreement Any action taken m connection with Client's Busmess
shall be deemed taken by or on behalf of the Client, and not by CSL. Neither lhis Agreement, nor the fact that one or morc persons authonzed to
act on behalf of Client may be Co-Employees hereunder, shali be deemed to grant to CSL any nght or authonty, or piace upon CSL any duty or
responsibility, to make any decision regardmg Client's Busmess
4.7 Cooperation With CSL Client shali respond in a timely and accurate fashion to requests from CSL for records
and data necessary for CSL to perform its services Upon receipt Client shali immediately send CSL copies of demands, notices, claims,
summons and other legal papers related to the Covered Employees. Client shali cooperate with CSL in the investigation, remediation, settiement,
and defense ofiegai claims related to the Covered Employees.
4.8 Disciplme of Co-Emplovees Both Client and CSL shall authonty to disciplme and tenmnate Co-Employees
Each party shali give the other party pnor verbal or wntten notice ofthe proposed disciplme ofany Co-Employee, except that if immediate action
IS necessary to protect personnel or property, either party may disciplme any Co-Employee without pnor notice In such event, the disciplmmg
party shaii give the other party wntten notice of the action taken withm a reasonable time followmg such action The nght of both parties to
discipline any Co-Employee shali be subject to any legal or contractual restnction on discipline applicable to such Co-Employee and to such Co-
Employee's nghts to notice, heanng, and other procedures as may be required by iaw or regulation or as may be provided m the Employee
Handbook or the Supervisor Handbook. Each party shall mdemnify the other from any loss, cost, claim, or expense resultmg finm disciplmaiy
action taken without the consent of such other party.
4.9 Downsizmg Notices. Client shall provide ail notices required by WAItN Client will also provide CSL with no
less than sixty-two (62) days' nonce of any layoff or plant closmg that may immediately or m the future requu'e the provision of notice under
WARN
4.10 Employment Documentation Client shall cooperate with CSL to assure receipt by CSL of all properly
completed documentation necessary to process payroU for the Co-Employees, includmg, but not limited to form W-4, form 1-9, and such
additional documentation as CSL may requu-e. Client shali assure that CSL has received properly compieted documentation with respect to each
new worker to be covered by this Agreement pnor to placement ofsuch person at a worksite
4.11 Fiduciary Liability CSL shall provide Chent with evidence of msurance for fiduciary liability covenng loss
that might resuit fixim a loss of Co-Employee funds held by CSL in a fiduciary capacity
4.12 Employment Legai Compliance Client shali compiy with Federal, State and local laws govemmg employment,
mcludmg but not limited to the Civil Rights Acts of 1866,1964 (mcluding Title VII), and 1991, the Age Discnmination m Employment Act, the
Amencans with Disabilities Act (ADA), the Famiiy and Medical Leave Act (FMLA), the Fair Labor Standards Act (FLSA), the Worker
Adjustment and Retrammg Notification Act (WARN), the National Labor Relations Act (NLRA) the Equal Pay Aot, the Viemam Era Veteran's
Readjustment Assistance Act, the Fair Credit Reportmg Act (FCRA), the Employee Polygraph Protection Act, the Imrmgration Reform and
3 Initials i ^
Control Act (IRCA). the Older Workers Benefits Protection Act (OWBPA), the Occupational Health and Safety Act (OSHA), the Unifonned
Services Employment and Reemployment Rights Act (USERRA), and all other state (mcluding any and aii states within the United States) and
federal laws govemmg the employment relationship, includmg but not limited to, such laws goveming discnmination m the workplace
(collectively, the "State and Federal Employment Laws")
4.13 Exclusive Emplovmenl Relationship Without the wntten consent of CSL, neither Client nor any affiliate of
Client shall pay compensation du-ectly to any Co-Employee or directly employ and compensate any worker m the positions identified in Exhibit
" A " . In the event ofa breach ofthe prohibitions contained in this Section, then, with respect to such employment. Client shall (i) have sole
and absolute responsibility as employer and shall perform all employer obligations, including provision of workers' compensation msurance,
withholdmg, payment of employment taxes, and compliance with ali laws and regulations govemmg the relationship of employers and
employees, (ii) bear ali nsk resultmg from failure to perform any such obligations, and (in) indenmify CSL against any loss, cost, claims or
expense ansmg as a resuit ofsuch employment or by operation oflaw as a result of failure of Client to perfonn any obligation
4.14 FMLA Compliance Client is responsible for obligations and costs associated with compliance with the Family
and Medical Leave Act (FMLA) and similar state and locai laws, includmg but not limited to the cost of remstatmg or fmding replacement
employment and the cost of contmumg benefits dunng FMLA ieave Client agrees that it is the pnmary employer and that it will be Ihe successor
employer upon termmation ofthis Agreement for purposes of FMLA compliance
4.15 Government Contracts Client is responsible for complying with requu-ements pertammg to goverament
contracts pursuant to federal, state, coimty or local iaws, regulations, and ordmances, includmg but not limited to compliance with Executive
Order 11246, the Walsh-Heaiey Public Contracts Act, the Davis Bacon Act, and the Service Contract Act of 1965
4.16 Hiring and Evaluation of Co-Emplovees Client shali have sole responsibility for the pre-hinng evaluation of
Co-Employees No person shall be hired without the joint concurrence of both Client and CSL, and no person shall bc deemed a Co-Employee
until accepted by CSL as a Co-Employee Either party may, at its option, conduct such testmg, interviews, and background investigation and
other review ofthe suitability ofany Co-Employee as it may deem appropnate pnor to employment, provided, that any such testmg, interviews,
and mvestigations shall be conducted in compliance with ail applicable laws, ruies, and regulations, and provided further that each party shall
advise the other party in wntmg and m advance ofany testing, mterviewing and investigations which such party intends to conduct CSL shall
have no obligation or liability to Client with respect to the suitability of any Co-Employee for his or her job responsibilities
4.17 Non-Emplovment Legal Compliance Client shaii have responsibility fbr complymg with all laws govemmg
the Chent's business, mciuding but not limited to requu-ed filmgs, hcensmg, taxes, fidelity bondmg, msurance, faciiities/buildmg codes and
regulations, and environmental compliance ifany worksite employee is required to be licensed, registered or certified under any federal, state, or
municipal law or regulaUon, or to act under the supervision ofsuch a licensed, registered or certified person or entity m performmg the employee
services, then any such worksite employee shali be deemed to be an employee of Client for such licensure puiposes Client shall be solely
responsible for venfymg such licensure and/or providmg the required supervision
4.18 Notice of Claims Client shall promptiy advise CSL of aii Co-Employee complamts, clauns, filmgs and
requests related to the employment of Co-Employees, and shall promptiy provide to CSL complete and accurate mformation regarding such
matters Client shall promptiy advise CSL of unsatisfactory job performance ofany Co-Employee, and ofany ciaims of discnmmation, sexual
harassment, or other improper conduct ofa Co-Employee
4.19 Other Taxes and Fees Other than payroll withholdmg related taxes, client shall have responsibility for paymg
and reportmg ail taxes and govemmental fees (including environmental fees requu-ed by the California Health and Safety Code)
4.20 Paid Perquisites Client shall have responsibility for administenng, funding, and accurately determming
eligibility for paid perquisites, mcluding but not limited to vacation, sick leave, other paid time off, profit sharmg, deferred compensation,
bonuses, severance payments, stock options/grants/warrants, commissions, and other mcentive payments. Although said payments should be
n'ade through CSL's payroll in order to ensure proper reporting and remittance of taxes, CSL takes no responsibility for the admmistration or
Ibndmg of said paid perquisites payments
4.21 Payroll Data Client shall timely and accurately provide the data necessary for CSL to process payroll for the
Covered Employees, mcludmg but not limited to hours worked, rates of pay, and exempt / non-exempt status. Client shali mamtam records of
actual time worked by the Covered Employees In order to ensure accurate calculation of fees and proper withholding and reportmg of taxes.
Client agrees not to pay any wages or salanes duectly to any Assigned Employee without informmg CSL m wntmg of such payment On or
before noon ofthe Report Day, Client shall provide CSL with a time report and ail other mformation necessary to compute the Gross Employee
Payments for the pnor Pay Period for all nonexempt Co-Employees and salary mformation for ail exempt Co-employees Failure of Client to
provide accurate and timely reports may result m mcreased costs to Client, delay in payroll processing and distnbution, and termination of direct
deposit arrangements for Co-Employees
4.22 Prompt Pavment Client shall make timely payments due to CSL under this Agreement to assure timely
payment of payroll
Initials
4.23 Protection of Co-Employee Rights Client shall notify CSL immediately of any action, event or circumstance
which has resulted m or may result m a claim of employment discnmmation or sexual harassment, improper denial of workers' compensation or
employee benefits, or other violation of the nghts ofany Co-Employee under any law or regulation govemmg the relationship of employers and
employees
4.24 Reasonable Accommodations Client agrees, at its sole expense, to make reasonable accommodation(c) that
may be required by the ADA or any sunilar federal or state requirements
4.25 Workplace Safety Client shall at its sole cost and expense compiy with all federal, state and local health and
safety laws, regulations, ordinances, directives and mics relating to workplace safety, includmg the provision of appropnate and required personal
protective equipment CSL and its workers' compensation msurance camer shali have the nght to inspect client's workplace, includmg, but not
limited to, any job sites at which the covered employees work Client will comply with ali directives from CSL's workers' compensation
insurance camer with respect to safety CSL may make such directives or recommendations regardmg safety fixim time to time, however, it is
Client's sole obligation to assure workplace safety
5. Employment Fee
5.1 Fee Amount Client shall pay CSL an Employment Fee, which shall be an amount, for each pay penod ("Pay
Penod"), equal to the Employment Fee Multiplier multiplied by the Gross Employee Paymenis to be made with respect to such Pay Penod For
the purpose of calculating the Employment Fee, the term "Gross Employee Payments" means the compensation to be paid to each Co-Employee
or former Co-Employee as agreed by Client and CSL, and the gross amounts of other payments to be made for such Pay Penod to or for tlie
benefit ofsuch person or with respect to such person's employment mcludmg, but not limited to, commissions eamed, accraed vacation, sick,
holiday, and severance pay (includmg any such amounts accrued but unpaid by Client as of the Effective Date or as of termmation of
employment), reimbursements for employee expenses, and any other amounts paid m connection with such peisons services
5.2 Employment Fee Adiustment The Employment Fee Multipliers are based on conditions as of the Effective
Date Additional Employment Fee Multipliers shall be determmed fh)m time to time as necessaiy to accommodate changes in job classifications
of Co-Employees for workers' compensation puiposes In the event of a change m Client's Busmess, or m current taxes, laws, or regulations
related to the employer/employee relationship which affect CSL's costs, the Employment Fee Multipliers shall be adjusted for any mcrease m
such costs In the event any such changes are not reported to CSL pnor to calculation of the Employment Fee for any Pay Penod, the
Employment Fee for such Pay Penod shali be subject to retroactive adjustment and CSL shall be entitled to payment of any such adjusted
Employment Fee
5.3 Optional Benefits Payments For each Pay Period, Client shall also pay to CSL an amount (the "Benefits
Payment") equal to CSL's costs dunng such Pay Penod of optional benefits selected by Client and provided with respect to each Co-Employee,
such as health insurance, dental msurance, life msurance, disability msurance, matching 40 l(k) contnbutions, or other benefits
5.4 Interest on Pavments in Default If Client fails to pay the Employment Fee or the Benefits Payment for any Pay
Penod, or any other amount payable by Client to CSL under this Agreement, on or before fifleen days foliowmg the applicable due date, CSL
may, at its option, collect mterest on the past due amounts or termmate this Agreement pursuant to Section 12 Any such mterest shall be in
addition to any Late Payment Fee. The rate of mterest on such past due amounts shall be a rate equai to the greater of the maximum amount
ailowed by law, eighteen pereeni (18%) per annum, or five percent (S%) in excess ofthe pnme rate of mterest, as published by the Wail Streei
Joumal, in effectfiximtime to time durmg the penod m which such amount remams due and unpaid Client shall pay any accraed mterest withm
ten (i 0) days followmg demand for payment The imposition of mterest on late payments shall not extend Ihe due date of any such payment
CSL requires payroll to be paid two days before delivery of payroll CSL furthermore requires all funds to be certified or direct deposited mto
CSL's payroll account bemg admmistered by San Joaqum Bank CSL does not accept checks as payment for services ofany kind
6. Pavment Procedures. CSL shall make payment on each Payday The Payday shall be the same day of each Pay Cycle as
the First Payday Any change m the Payday shali requue CSL'S pnor consent one pay cycle pnor to suoh change CSL may, if CSL determines
in its sole discretion that Client is a credit nsk, require Client to tender payment for the charges set forth in Exhibit "A" for each employee, on Ihe
first business day pnor to each payroll penod in an amount equal to the estimated for the cunent payroll penod The estimated amount for the
current payroll penod will be the amount equal to the amount mvoiced to and paid by the Client for the immediately precedmg payroll unless
CSL, in Its sole discretion, contacts the Client with a different amount CSL shall eam the amount concurrently with the accmal of the services
CSL provides to Client Upon receivmg an mvoice fiom CSL, Client shall immediately pay for any additional amount for that payroll penod.
Any overpayment can be used by the Client to offset the estimated amount due on the subsequent payroll penod Ifthe Client does not make the
payment on the first busmess day pnor to each payroll penod as required by this paragraph, CSL may, at its option, declare the Client to be m
default and immediately termmate this Agreement
7. Indemnity.
7.1 Client hereby agrees to mdemnify and hold CSL harmless fi-om and against any and all claims, demands,
damages (mcludmg liquidated, pumtive and compensatory), mjunes, deaths, actions and causes of actions, costs and expenses (includmg
anomcy's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (includmg liability to third parties), and all other
Initials,
consequences ofany sort, whether known or unknown, without limit and without regard to the cause or causes thereof or the negligence of CSL,
the products or services provided by Client, the actions ofany leased employee, the actions ofany non-leased employee employed by Client, or
ofany other mdividual, mcluding without limitation, any violation ofany locai, state and/or federal law, regulation, ordmance, directive or mle
whatsoever, and the State and Federal Employment Laws
7.2 CSL hereby agrees to indemnify and hold Client harmless any and all claims, demands, damages (includmg
liquidated, punitive and compensatory), mjunes, deaths, actions and causes of actions, costs and expenses (mcludmg attomey's fees and expenses
at all levels of proceedings), losses and liabilities ansmg from CSL's errois or omissions m the performance of duties expressly required by the
terms ofthis Agreement
7.3 Client and CSL expressly agree that the mdemnification provisions ofthe Agreement shall not be limited to
claims, expenses or liabilities for which one ofthem is solely liable, but shall also apply to claims, expenses and liabilities for which Client and
CSL are jomtly or concurrentiy liable. In such event, if either ofthem advances funds m connection with a claim, expense or liability m excess of
Its pro rata share, such party shali be entitied to recoverfiximthe other party the difference between such party's share and the actual amount
paid
8. Representations and Warranties.
] Clientrepresentsand warrants as follows
8.1 Client's Obligations to Co-Emplovees (i)All compensation, of the Co-Employees accraed pnor to the
Effective Date and for which Client or any third party isresponsibleand obligated has been paid m fiili, (u) neither Chent, nor to Uie knowledge
of Client, any thu-d party who provides or has provided employee leasing services or personnel staffing services to Client, has any einployment
contract, wntten or verbal, with any Co-Employee, (in) there are no separate contracts, agreements or other arrangements existing with respect to
I thc Co-Employees as a group or any ofthem which would bmd or obligate CSL, except as expressly sct forth herein; (iv) Client shall notify CSL
I ofthe principai location ofthe workplace ofeach Co-Employee and each location where such Co-Employee perfonns services for Client, and of
I any changes in such locations, and (v) ali pension, profit-sharmg, or other employee benefit plans existing at the Effective Dale are cunent and in
I compliance with applicable law, and execution ofthis Agreement shall not be deemed a breach under the terms of those plans
t
8.2 information As ofthe Effective Date, and throughout the term ofthis Agreement, all mformation provided by
the Client m contemplation of this Agreement or pursuant hereto, includmg but not limited to financiai statements, employee lists, job
I descnptions and classifications, compensation, benefits, and time reports is and shall be trae and correct No matenal adverse change lias
1 occurred m the financiai condition of the Client or any guarantor of Client's obligations under this Agreement smce the date upon which any
j financiai statements of Client or such guarantor were provided to CSL
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! 0.3 No Litigation Except as previously disclosed to CSL in wntmg, there is no action, suit, proceedmg or
I investigation pending, or, to the knowledge of Chent, threatened against Client, related to the Co-Employees or the Client's employer/employee
! relationship with the Co-Employees or which may resull m a matenal adverse change m the fmancial condition of Client or ofany guarantor of
I Client's obligations tmder this Agreement. Client will advise CSL promptiy upon the inception ofany such action, suit, proceedmg, investigation
I or threat thereof
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; 8.4 Compliance with Applicable Law Client has not violated any appiicabie statute or regulation m any respect,
' which wouid adversely affect the Co-Employees or Client's employment relauonship with the Co-Employees Client is and shali remam m
compliance with all statutes,regulations,and executive orders respecting Co-Employees and employment practices Client acknowledges tliat
^ certam requirements applicable to employers under vanous federal and state statutes, rales, and regulations, mcluding but not limited to the
I Family Medical Leave Act, Amencans with Disabilities Act, Worker Adjustment and Retrammg Notification Act, Title VII ofthe Civil Rights
1 Act of 1964, and Age Discnmmation Employment Act, are based on the status of the employer, and that Client's status under one or more ofsuch
statutes, rales, and regulations may change as a result of entenng mto the co-employment relationship described m this Agreement
t
! 9. Access to Workplace and Business Records. CSL shaii be entitled to review all business operations of Client and to
; audit ali books and records of Client to assure compliance by Client with its obligations under this Agreement Client shall provide CSL or its
designee's access, at any reasonable dme dunng customary busmess hours, to the busmess premises, books, and records of Chent to assure such
comphance
' 10. Insurance Client shall maintam, at all times, the foliowmg insurance coverages with an A M Best "A" rated or better
I camer
(i) comprehensive general liability (mciudmg, but not limited to bodily mjury, premises, operations, contractual
liability, product and compieted operation liability, with broad form endorsements, personal mjury and
advertismg liability),
Initials
(ii) automobile liability, includmg non-owned and hired autos (to the extent any Covered Employees will be
assigned to positions requirmg them to dnve for Client), and
(iii) professionai liability msurance, if appropnate, mciudmg but not limited to malpractice or eirors and omissions
coverage and m compliance with any regulation mandating such coverage
Each ofsuch policies shall have as a mmimum a limit of liability not less flian $1,000,000. Client shall have CSL listed as
an additional msured on all such policies By the Effective Date ofthis Agreement, Client shall fumish CSL with Certificates of Insurance as
evidence of coverage.
Each of such policies shaii be on an "occurrence" basis. However, in the event that any "occunence" poiicy is not
available. Client shall mamtam an equivalent "claims made" poiicy until the expiration ofall statutes of limitation applicable to any claim which
could anse under this Agreement or by virtue ofthe services provided by the Covered Employees
11. Existing Insurance Unless oflierwise specifically agreed in wnting by CSL, Client shall mamtam m fiill force and effect
at all times dunng the term ofthis Agreement, all msurance required under this Agreement and all property, fire and liability msurance (other
than workers' compensation insurance) existmg as of Uie Effective Date. Client further agrees to cause CSL to be named as an additional msured
with respect to each such policy of insurance.
12. Fidelity Bonds Client shall advise CSL ofany Co-Employee with access to cash or Tidelity Bonds other property of
Client or ofany Uurd party property within Uie control of Client CSL may, at its option, require Client to obtain a fidelity bond naming Client
and CSL as msured wiUi respect to each such Co-Employee CSL shali have no obligation with respect to or liability as a resuit of
embezzlement, fraud, defalcation or misappropnation of any of such property by any Co-Employee, and Client indemnifies CSL against loss,
cost, claim, or expense ansmg from any such action.
13. Authorization The execution, delivery, and performance ofthis Agreement have been duly auUionzed by ail necessary
actions of Client and ofits officers, du-ectora, partners, owners, and managers, as applicable This Agreement shall be valid and enforceable oniy
upon signature by an auUionzed person of CSL Any mdividual sigmng Uus Agreement on behalf of Client represents and warrants that she or he
has full authonty to do so.
14. Subcontractors. CSL shali have no obligation to provide workers' compensation msurance for employees of
subcontractors engaged by Client. Client shall not, directly or indu-ecUy, engage or hire any subcontractor Uiat does not have workers'
compensation msurance coverage with respect to its employees Client shall obtam a certificate evidencing workers' compensation insunmce
coverage wiUi respect to the employees ofany subcontractor engaged by Client, or shall provide workera' compensation msurance coverage with
respect to the employees ofany such subcontractor
15. Default In Uie event of default by Client m perfomiance ofany obligation under Uiis Agreement, CSL may, at its option
and at Client's expense, (i) lake such action as may be necessary to cure any such default, (ii) impose an additional charge or fee to compensate
CSL for any costs, expense, or inconvenience resulting fi-om such default, (in) offset against any secunty deposit held by CSL any amount due
CSL hereunder, (iv) termmate Uns Agreemenl as provided m section 12, and (v) exercise any other remedy available at law, mciuding but not
limited to enforcement ofany obligation of Client to indemnify CSL under this Agreement Client acknowledges that the exclusive employment
relationship descnbed m Section 3 and Client's obligations to perfonn its obligations there under are fimdamental to CSL'S expectations under
this Agreement, Uiat a breach of such obligations may resuit in substantial conftision, uncertainty, and claims regardmg relative nghts and
obligations by and among CSL, Client, and others, and that if CSL terminates this Agreement due to any such breach it would be difficult to
determme CSL'S damages Accordmgly, if Uus Agreement is termmated by CSL pnor to the Uien effective termmation date as the resuit o f a
breach by Client ofsuch obligations, CSL shall be entitled to recover, as liquidated damages, an amount equal to $500 00 per Co-Employee, m
lieu of otiier remedies available to it under Uiis Section 10
16. Securitv Deposit Client agrees to tender lo CSL a secunty deposit in an amount determmed by CSL, in CSL's sole
discretion CSL shall hold such secunty deposit to secure Clients performance of its obligations under Uus Agreement CSL may co-mmgle suoh
secunty deposit wiUi its own funds, and shall have no obligation to separately mamtam or account for such funds CSL shall have a secunty
interest in, and all nghts o f a secured party under the laws of the State of Califbmia with respect to, as well as a nght of offset against, such
secunty deposit, lo secure amounts due to CSL under Uus Agreement CSL shall have no obligation to notify Client of its intent to apply any of
such fiinds to any past due amount pnor to such action CSL shall retum Uie secunty deposit to Client following termmation of Uiis Agreement
and satisfaction ofall monetary and non-monetary obligations of Client to CSL CSL shall have no obligation for payment of interest on such
funds
17. Termination
17.1 Term of Agreement Unless sooner temunated as hereinafter provided, this Agreement and the nghts and
obligations ofthe parties shaii commence at the Effective Date, and shall extend until a thirty day wntten notice has been received by cither client
Initials
or CSL termmatmg the agreement The current terms are m affect until CSL notifies client ofany changes in rate, i e, workers compensation,
healUi benefits, etc.
17.2 Immediate Termination CSL may termmate Uiis Agreement immediately without pnor wntten notice upon
Client's domg, as determmed by CSL is CSL's sole discretion, any one of Uie following
(i) faiiure to pay any mvoice when due,
(li) failure to comply with any du-ective of CSL, when such directive is made to comply with (a) a federal, state or
local governmental body, department or agency, or (b) a directive by an insurance camer providmg coverage to
CSL and/or its employees.
; (iii) making a direct payment of taxable wages by Client to any employee covered under this Agreement for services
j contemplated by Uiis Agreement,
I (iv) performmg any aot that usurps any legal or contractual nght or obligation of CSL as an employer of Uie
employees covered by this Agreement,
j (v) Ihe threat of, or actual, filing by or against Client for bankraptcy, reorgamzation or appomtment ofa receiver,
I supervisor, assignee, or liquidator over its assets or property,
j
. (vi) a money judgment agamst Client which remams unsatisfied for more than thirty (30) days and has not been
I appealed, and/or
i
1
\ (vii) CSL determmes, m its sole discretion, that Client is a credit nsk
I 17.3 Interest In addition to any ottier amounts that CSL is or may be entitled to, CSL is also entitled to collect
mterestfi-omClient at Uie maximum rate permitted under the law on any unpaid mvoice or partiai amounts not paid when due
17.4 Replacement Coverage In the event that this Agreement is terminated. Client agrees to immediately secure
replacement health msurance coverage and worker's compensation insurance for flie benefit of the employees who continue theu- employment
wiUi Client
17.5 Obligations of Uie Parties Upon tenmnation ofthis Agreement, regardless of how occumng, (i) CSL shall no
longer be deemed a co-employer ofany worker employed by Chent, (ii) Client shali pay to CSL the Employment Fee and Benefits Payments with
respect to service by Co-Employees pnor to and durmg any penod of employment under Uie terms of Uiis Agreement, (in) CSL shall pay Co-
Employees, make payments to Uurd parties m respect ofsuch employment, and complete its accountmg and reporting duties wiUirespectto such
•v penod, (iv) Client shall indemmfy and hold CSL harmless fixim any loss, cost, claim, or expense, resultmg fhim termmation of CSL'S co-
employer relationship wiUi Co-Employees as a result ofthe terminaUon by Client of Uus Agreement (except to thc extent any such claim, cost,
expense, or oUier loss is the result of action by CSL which is contrary to Uie provisions of this Agreement or applicable iaw or regulations),
I including, but not limited to any such loss, cost, claim, or expense resultmg from the occurrence ofa qualifying event under 1 R.C § 4980B wiUi
respect to any Co-Employee and any obligation to compensate any Co-Employee with respect to any penod pnor to or dunng which this
I Agreement was m forcefi)runpaid vacation and sick leave, (v) Client shall employ all Co-Employees asof Uie date of termmation at substantially
' the same position, compensation, and benefits as in effect as ofthe date of termmation of Uiis Agreement, and (vi) each of Uie parties shall do aU
Unngs necessary or requisite to conclude Uie busmess relationship and comply with Co-Employee and employer payment and reporting
obligations Following termination of this Agreement, CSL shall have no further obligations hereunder except as specificaily descnbed in this
, Section 12 3
18. Dispute Resolution
18.1 Arbitration Except for claims for non-payment of fees under Uus Agreement and claims for injunctiverehef, in
the event ofany claim, dispute or controversy ansmg out ofor relating to the mterpretation, performance and/or breach of Uus Agreement, the
parties agree Uiat any claim, dispute and/or controversy which would otherwise require or allow resort to any court or other govemmental dispute
resolution foram between Client and CSL, wheUier based on tort, contract, statutory or equitable law, or otherwise, shall be submitted to and
determined exclusively by binding arbitration The California of Civil Procedure and Evidence shall apply to any such proceeding, and the
I arbitrator shall be a retired Federal or California Supenor court Judge To the extent applicable m California oivU actions, Uie followmg shall
, apply and be observed all rales of pleadmg (mcludmg the nght to file a demurrer and motion to stnke), all rales of evidence, all rights to
resolution of Uie dispute by means of motions for summary judgment, summary adjudication, and judgmenl on the pleadmgs Resolution of the
I dispute shali be based solely upon Uie law goveming Uie claims and defenses pled, and Uie arbitrator may not mvoke any basis other Uian such
ControUmg law Awards exceeding Fifly Thousand Dollars ($50,000 00) shall mc
Preview
'*i. (fiLEDiiriDjME 0 1 Todd A. Jones (BarNo. 198024) Gregory K. Federico (BarNo. 242184) JAIU 8 201^^ 2 ARCHER NORRIS A Professional Law Corporation 3 301 UniversityAvenue, Suite 110 By Tony Brown, Deputy Clerk Sacramento, Califomia 95825 4 Telephone: 916.646.2480 Facsimile: 916.646.5696 5 Attomeys for Defendants 6 RICHARD KIRK RUYBALID, individually and dba CA CONSTRUCTION 7 8 SUPERIOR COURT OF CALIFORNIA 9 COUNTY OF SACRAMENTO 10 11 RODNEY ABBOTT and FLORENTINE CaseNo. 07AS04450 ABBOTT, 12 DECLARATION OF GREGORY K. Plaintiffs, FEDERICO IN SUPPORT OF CA 13 CONSTRUCTION'S MOTION TO v. EXCLUDE EVIDENCE OF ANY 14 PURPORTED ABSENCE OR LAPSE OF RONALD PAUL BRITSCHGI, et al.. WORKER'S COMPENSATION 15 INSURANCE PURSUANT TO EVWENCE Defendants. CODE § 352 16 Action Filed: September 24, 2007 17 Trial Date: January 18,2011 18 Time: 8:30 a.m. Location: Department 43 19 AND ALL RELATED CROSS-ACTIONS. 20 21 I, Gregory K. Federico, hereby declare as follows; 22 1. At all times relevant, I have been an attomey licensed to practice law in the State 23 ofCalifomia and I am an associate with the law firm of Archer Norris, counsel ofrecord for 24 Defendants RICHARD KIRK RUYBALID, individually and dba CA CONSTRUCTION 25 (hereinafter "CA CONSTRUCTION"). As such, I am personally familiar with the files in this 26 matter and all the documents contained therein. I have personal knowledge ofthe matters stated 27 herein and, ifcailed as a witness, could and would competently testify thereto. 28 NIC549/1077319-1 CA CONSTRUCTION'S MOTION TO EXCLUDED WORKER'S COMPENSATION EVIDENCE 1 2. On June 20, 2005, CSL Solutions, Inc. entered into a Client Services .Agreement 2 with Richard Ruybalid dba CA Constmction. 3 3. Attached as Exhibit "A" to this declaration is a tme and correct copy ofthe Client 4 Services Agreement I received from CSL Solutions, Inc. 5 4. Mr. Ruybalid hired CSL Solutions, Inc. to act as a Professional Employer 6 Organization (PEO). As a PEO, CSL Solutions, Inc. steps in as the employer ofrecord for Mr. 7 Ruybalid's company for all payroll services, worker compensation insurance services, and 8 benefits services. As of June 20, 2005, CSL Solutions, Inc. procured and maintained worker's 9 compensation insurance for Mr. Ruybalid from August 31, 2005 to present day. 10 5. Pursuant to Paragraph 3.8 ofthe Client Services Agreement, CSL Solutions, Inc. 11 was required to secure and administer all worker's compensation insurance policies for Mr. 12 Ruybalid. 13 6. CA CONSTRUCTION, performed work on Florentine and Rodney Abbott's home 14 in the time frame of October 2005 to Febmary 2006. 15 7. Mr. Ruybalid obtained worker's compensation coverage through Castlepoint 16 National Instirance Company, Policy No. WSATME00091401, for the policy period of August 17 31, 2005 to August 31, 2006. The policy incepted on August 31, 2005 and it expired on August 18 31, 2005. Coverage was never intermpted, postponed or cancelled for this policy. 19 8. Attached as Exhibit "B" to this declaration is a tme and correct copy ofthe 20 declarations page for the Castlepoint National Insurance Company, Policy No. 21 WSATME000914018 that I received from CSL Solutions, Inc. 22 9. The declarations page for the Castlepoint National Insurance Company policy 23 indicates that Mr. Ruybalid had worker's compensation insurance at all relevant times, including 24 the period he performed work at Mr. and Mrs. Abbott's home. 25 10. Attached as Exhibit "C" to this declaration is a true and correct copy of a 26 September 2, 2005 letter that I received from CSL Solutions, Inc. This letter isfromCA 27 N1C549/1077319-1 28 CA CONSTRUCTION'S MOTION TO EXCLUDED WORKER'S COMPENSATION EVIDENCE 1 CONSTRUCTION'S insurance broker, Powers & Company, to Richard Ruybalid confirming 2 worker's compensation coverage under Policy No. WSATME00091401. 3 4 5 I declare under penalty of perjury under the laws of the State of Califomia that the 6 foregoing is tme and correct. Executed this 'T day of January, 2010, at Sacramenlo, 7 Califomia. 8 9 10 GREGORY K. FEDERICO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 N1C549/10773I9-1 28 CA CONSTRUCTION'S MOTION TO EXCLUDED WORKER'S COMPENSATION EVIDENCE CSL Solutions, Inc. Client Service Agreement Prepared for: CA Construction Richard Ruybalid 9332 Fair Oaks Blvd. Fair OakSy CA 95628 (916) 962-1206 P (916) 962-1640 F Initials CSL Solutions, Inc. CLIENT SERVICES AGREEMENT GENERAL TERMS and CONDITIONS In consideration of the mutual covenants and agreements coniamed herein, and the following General Terms and Conditions (collectively, the "Agreement"), Wightman Enterprises, Inc, a California corporation, doing business as CSL Solutions, with its principle place ofbusiness located at 8017 Sacramento Street, Fair Oaks, California 95628 ("CSL"), has agreed to provide certain personnel staffing and employment management services lo CA Construction, 9332 Faur Oaks Blvd, Fair Oaks, CA 95628 ("Client") which has engaged CSL to provide such services 1. Co-Emplover Relationship For the purposes of CSL providmg the services expressly descnbed herein. Client and CSL agree to establish a co-employer relationship goveming the employment relationship with the Co-Employccs (as defined below), under which the employer responsibilities are allocated between Client and CSL 2. Scope of Aereement These services provided pursuant to this Agrcement shall apply only to the Co-Employees As used in this Agreement, the term Co-Employees shall refer solely to those Client employees occupymg the job positions listed in Attachment " A " for whom Client has timely submitted new hire paperwork (mcludmg the CSL Employment Agreement attached hereto as Exhibit " A ") and for whom CSL has acknowledged acceptance m wntmg. No person shall be deemed a Co-Employee, nor should any person begin work at the job site, until CSL has approved the new hire paperwork and accepted such peraon as a Co-Employee. yevm Unless Termmated pursuant to the terms ofthe Agreement, the term ofthis Agreement shall be for one (1) year Thereafter, unless termmated, this Agreement will aulomatically renew for successive one-year terms Client may terminate this agreement by givmg thirty days (30) wntten notice to CSL 3. CSL Responsibilities CSL shaii provide the following services for the Co-Employees 3.1 Compliance with Law CSL shall perform its obligations under this Agreement m compliance with all Federal, State laws and regulations govermng Professionai Employer Organizations 3.2 Emnlovee Benefits As requested by Client, CSL shali provide employee benefits through CSL sponsored plans and admmister said plans m compliance with the appiicabie iaws and regulations The Plan Documents for said plans control eligibility for benefits and the extent of benefits provided 3.3 Emplovment Practices To the extent requested by Client, CSL shaii advise Client regardmg lawful employment practices m regard to interviewing, hinng, oncntmg, terminatmg, supervising, promotmg, evaluatmg, compensatmg, disciplmmg, documenting, testmg, traming, and otherwise dealing with the Co-Employees. Such advice shall be provided as requested to designated management employees oniy Chent shall not regard CSL's advice as legal advice, nor shaii CSL provide legai advice 3.4 Handbooks. CSL shall provide the Co-Employees with wntten matenals (the "Employee Handbook") contammg policies and procedures applicable to the Co-Employees CSL shall also provide supervisory matenals (the "Supervisor Handbook") to Co-Employees expiammg supervisor responsibilities CSL Employee Handbooks supercede any client handbooks and policies with respect to CSL's nghts and obligations vis-S-vis the Covered Employees 3.5 Pavroll Admmistration, CSL shall process payroll payments in accordance with the applicable iaws and regulations based upon timely and accurately reported payroll data provided by Client 3.6 Pavroll Taxes CSL will withhold, report and remit Federal, State, and locai payroll taxes CSL shali prepare and submit lax reportmg forms requued by iaw or regulation with respect to such compensation and benefits, mcludmg but not limited lo Forms W-2 (Wage and Tax Statement), W-4 (Co-Employee's Withholding Allowable Certificate), and comparable and/or counterpart forms prescnbed by any state or local govemment. 3.7 Unemployment Compensation CSL shall administer unemployment compensation claims, including opposmg unemployment claims when appropnate 3.8 Worker's Compensation CSL shall secure workers' compensation insurance coverage for the Co-employees and administer ciaims under said coverage Client acknowledges that CSL is not a workers' compensation insurance provider, camer, or broker, and that as such CSL may not be subject to certam laws and regulations goveming same Coverage is not bound on an "automatic" basis upon "M^ Initials signing the Client Service Agreement Coverage commences when the client signs a Terms Summary Letter and pays msurance deposit determmed by SCIF 4. Client Responsibilities Client shall be responsible fbr the following obligations. 4.1 Accident and litoess Reporting Client shall immediately advise CSL o f a n y accident occurnng at a Client worksite involvmg a Co-Employee, regardless of whether or not such accident results in injury Client shall also immediately report any Co- Employee ilhiess that may be work related and any dangerous condition existmg at a Client worksite 4.2 At-Will Emplovment Client understands that the CSL is not bound by any contract between Client and a Co- Employee requinng cause for termmation of employment Upon termination ofthis Agreement for any reason, or upon Client's failure either to provide payroll data as requuxd herem or to tunely pay as required herein, all Co-Employees shall automatically revert to sole employment by Client retroactive to the last date CSL was paid by Client for CSL's services. 4.3 Changes m Job Status Client shaii notify CSL immediately of any change that may affect lhe workers' compensation status ofany Co-Employee, including but nol limited to any change in job descnptions or job locations. 4.4 Client Benefit Plans Client shall be responsible for administenng and complymg with laws and regulations applicable to benefit plans maintamed by Client 4.5 Confidential Information Client retams sole responsibility for the maintenance and protection of confidential mformation, trade secrets, and propnetary mformation 4.6 Control of Client Business Client shali have exclusive responsibility for control of Client's Busmess For puiposes of this Agreement, "Client's Busmess" shaii mean ail aspects of Client's busmess other than those elements of the employment relationship with the Co-Employees expressly assumed by CSL under this Agreement Any action taken m connection with Client's Busmess shall be deemed taken by or on behalf of the Client, and not by CSL. Neither lhis Agreement, nor the fact that one or morc persons authonzed to act on behalf of Client may be Co-Employees hereunder, shali be deemed to grant to CSL any nght or authonty, or piace upon CSL any duty or responsibility, to make any decision regardmg Client's Busmess 4.7 Cooperation With CSL Client shali respond in a timely and accurate fashion to requests from CSL for records and data necessary for CSL to perform its services Upon receipt Client shali immediately send CSL copies of demands, notices, claims, summons and other legal papers related to the Covered Employees. Client shali cooperate with CSL in the investigation, remediation, settiement, and defense ofiegai claims related to the Covered Employees. 4.8 Disciplme of Co-Emplovees Both Client and CSL shall authonty to disciplme and tenmnate Co-Employees Each party shali give the other party pnor verbal or wntten notice ofthe proposed disciplme ofany Co-Employee, except that if immediate action IS necessary to protect personnel or property, either party may disciplme any Co-Employee without pnor notice In such event, the disciplmmg party shaii give the other party wntten notice of the action taken withm a reasonable time followmg such action The nght of both parties to discipline any Co-Employee shali be subject to any legal or contractual restnction on discipline applicable to such Co-Employee and to such Co- Employee's nghts to notice, heanng, and other procedures as may be required by iaw or regulation or as may be provided m the Employee Handbook or the Supervisor Handbook. Each party shall mdemnify the other from any loss, cost, claim, or expense resultmg finm disciplmaiy action taken without the consent of such other party. 4.9 Downsizmg Notices. Client shall provide ail notices required by WAItN Client will also provide CSL with no less than sixty-two (62) days' nonce of any layoff or plant closmg that may immediately or m the future requu'e the provision of notice under WARN 4.10 Employment Documentation Client shall cooperate with CSL to assure receipt by CSL of all properly completed documentation necessary to process payroU for the Co-Employees, includmg, but not limited to form W-4, form 1-9, and such additional documentation as CSL may requu-e. Client shali assure that CSL has received properly compieted documentation with respect to each new worker to be covered by this Agreement pnor to placement ofsuch person at a worksite 4.11 Fiduciary Liability CSL shall provide Chent with evidence of msurance for fiduciary liability covenng loss that might resuit fixim a loss of Co-Employee funds held by CSL in a fiduciary capacity 4.12 Employment Legai Compliance Client shali compiy with Federal, State and local laws govemmg employment, mcludmg but not limited to the Civil Rights Acts of 1866,1964 (mcluding Title VII), and 1991, the Age Discnmination m Employment Act, the Amencans with Disabilities Act (ADA), the Famiiy and Medical Leave Act (FMLA), the Fair Labor Standards Act (FLSA), the Worker Adjustment and Retrammg Notification Act (WARN), the National Labor Relations Act (NLRA) the Equal Pay Aot, the Viemam Era Veteran's Readjustment Assistance Act, the Fair Credit Reportmg Act (FCRA), the Employee Polygraph Protection Act, the Imrmgration Reform and 3 Initials i ^ Control Act (IRCA). the Older Workers Benefits Protection Act (OWBPA), the Occupational Health and Safety Act (OSHA), the Unifonned Services Employment and Reemployment Rights Act (USERRA), and all other state (mcluding any and aii states within the United States) and federal laws govemmg the employment relationship, includmg but not limited to, such laws goveming discnmination m the workplace (collectively, the "State and Federal Employment Laws") 4.13 Exclusive Emplovmenl Relationship Without the wntten consent of CSL, neither Client nor any affiliate of Client shall pay compensation du-ectly to any Co-Employee or directly employ and compensate any worker m the positions identified in Exhibit " A " . In the event ofa breach ofthe prohibitions contained in this Section, then, with respect to such employment. Client shall (i) have sole and absolute responsibility as employer and shall perform all employer obligations, including provision of workers' compensation msurance, withholdmg, payment of employment taxes, and compliance with ali laws and regulations govemmg the relationship of employers and employees, (ii) bear ali nsk resultmg from failure to perform any such obligations, and (in) indenmify CSL against any loss, cost, claims or expense ansmg as a resuit ofsuch employment or by operation oflaw as a result of failure of Client to perfonn any obligation 4.14 FMLA Compliance Client is responsible for obligations and costs associated with compliance with the Family and Medical Leave Act (FMLA) and similar state and locai laws, includmg but not limited to the cost of remstatmg or fmding replacement employment and the cost of contmumg benefits dunng FMLA ieave Client agrees that it is the pnmary employer and that it will be Ihe successor employer upon termmation ofthis Agreement for purposes of FMLA compliance 4.15 Government Contracts Client is responsible for complying with requu-ements pertammg to goverament contracts pursuant to federal, state, coimty or local iaws, regulations, and ordmances, includmg but not limited to compliance with Executive Order 11246, the Walsh-Heaiey Public Contracts Act, the Davis Bacon Act, and the Service Contract Act of 1965 4.16 Hiring and Evaluation of Co-Emplovees Client shali have sole responsibility for the pre-hinng evaluation of Co-Employees No person shall be hired without the joint concurrence of both Client and CSL, and no person shall bc deemed a Co-Employee until accepted by CSL as a Co-Employee Either party may, at its option, conduct such testmg, interviews, and background investigation and other review ofthe suitability ofany Co-Employee as it may deem appropnate pnor to employment, provided, that any such testmg, interviews, and mvestigations shall be conducted in compliance with ail applicable laws, ruies, and regulations, and provided further that each party shall advise the other party in wntmg and m advance ofany testing, mterviewing and investigations which such party intends to conduct CSL shall have no obligation or liability to Client with respect to the suitability of any Co-Employee for his or her job responsibilities 4.17 Non-Emplovment Legal Compliance Client shaii have responsibility fbr complymg with all laws govemmg the Chent's business, mciuding but not limited to requu-ed filmgs, hcensmg, taxes, fidelity bondmg, msurance, faciiities/buildmg codes and regulations, and environmental compliance ifany worksite employee is required to be licensed, registered or certified under any federal, state, or municipal law or regulaUon, or to act under the supervision ofsuch a licensed, registered or certified person or entity m performmg the employee services, then any such worksite employee shali be deemed to be an employee of Client for such licensure puiposes Client shall be solely responsible for venfymg such licensure and/or providmg the required supervision 4.18 Notice of Claims Client shall promptiy advise CSL of aii Co-Employee complamts, clauns, filmgs and requests related to the employment of Co-Employees, and shall promptiy provide to CSL complete and accurate mformation regarding such matters Client shall promptiy advise CSL of unsatisfactory job performance ofany Co-Employee, and ofany ciaims of discnmmation, sexual harassment, or other improper conduct ofa Co-Employee 4.19 Other Taxes and Fees Other than payroll withholdmg related taxes, client shall have responsibility for paymg and reportmg ail taxes and govemmental fees (including environmental fees requu-ed by the California Health and Safety Code) 4.20 Paid Perquisites Client shall have responsibility for administenng, funding, and accurately determming eligibility for paid perquisites, mcluding but not limited to vacation, sick leave, other paid time off, profit sharmg, deferred compensation, bonuses, severance payments, stock options/grants/warrants, commissions, and other mcentive payments. Although said payments should be n'ade through CSL's payroll in order to ensure proper reporting and remittance of taxes, CSL takes no responsibility for the admmistration or Ibndmg of said paid perquisites payments 4.21 Payroll Data Client shall timely and accurately provide the data necessary for CSL to process payroll for the Covered Employees, mcludmg but not limited to hours worked, rates of pay, and exempt / non-exempt status. Client shali mamtam records of actual time worked by the Covered Employees In order to ensure accurate calculation of fees and proper withholding and reportmg of taxes. Client agrees not to pay any wages or salanes duectly to any Assigned Employee without informmg CSL m wntmg of such payment On or before noon ofthe Report Day, Client shall provide CSL with a time report and ail other mformation necessary to compute the Gross Employee Payments for the pnor Pay Period for all nonexempt Co-Employees and salary mformation for ail exempt Co-employees Failure of Client to provide accurate and timely reports may result m mcreased costs to Client, delay in payroll processing and distnbution, and termination of direct deposit arrangements for Co-Employees 4.22 Prompt Pavment Client shall make timely payments due to CSL under this Agreement to assure timely payment of payroll Initials 4.23 Protection of Co-Employee Rights Client shall notify CSL immediately of any action, event or circumstance which has resulted m or may result m a claim of employment discnmmation or sexual harassment, improper denial of workers' compensation or employee benefits, or other violation of the nghts ofany Co-Employee under any law or regulation govemmg the relationship of employers and employees 4.24 Reasonable Accommodations Client agrees, at its sole expense, to make reasonable accommodation(c) that may be required by the ADA or any sunilar federal or state requirements 4.25 Workplace Safety Client shall at its sole cost and expense compiy with all federal, state and local health and safety laws, regulations, ordinances, directives and mics relating to workplace safety, includmg the provision of appropnate and required personal protective equipment CSL and its workers' compensation msurance camer shali have the nght to inspect client's workplace, includmg, but not limited to, any job sites at which the covered employees work Client will comply with ali directives from CSL's workers' compensation insurance camer with respect to safety CSL may make such directives or recommendations regardmg safety fixim time to time, however, it is Client's sole obligation to assure workplace safety 5. Employment Fee 5.1 Fee Amount Client shall pay CSL an Employment Fee, which shall be an amount, for each pay penod ("Pay Penod"), equal to the Employment Fee Multiplier multiplied by the Gross Employee Paymenis to be made with respect to such Pay Penod For the purpose of calculating the Employment Fee, the term "Gross Employee Payments" means the compensation to be paid to each Co-Employee or former Co-Employee as agreed by Client and CSL, and the gross amounts of other payments to be made for such Pay Penod to or for tlie benefit ofsuch person or with respect to such person's employment mcludmg, but not limited to, commissions eamed, accraed vacation, sick, holiday, and severance pay (includmg any such amounts accrued but unpaid by Client as of the Effective Date or as of termmation of employment), reimbursements for employee expenses, and any other amounts paid m connection with such peisons services 5.2 Employment Fee Adiustment The Employment Fee Multipliers are based on conditions as of the Effective Date Additional Employment Fee Multipliers shall be determmed fh)m time to time as necessaiy to accommodate changes in job classifications of Co-Employees for workers' compensation puiposes In the event of a change m Client's Busmess, or m current taxes, laws, or regulations related to the employer/employee relationship which affect CSL's costs, the Employment Fee Multipliers shall be adjusted for any mcrease m such costs In the event any such changes are not reported to CSL pnor to calculation of the Employment Fee for any Pay Penod, the Employment Fee for such Pay Penod shali be subject to retroactive adjustment and CSL shall be entitled to payment of any such adjusted Employment Fee 5.3 Optional Benefits Payments For each Pay Period, Client shall also pay to CSL an amount (the "Benefits Payment") equal to CSL's costs dunng such Pay Penod of optional benefits selected by Client and provided with respect to each Co-Employee, such as health insurance, dental msurance, life msurance, disability msurance, matching 40 l(k) contnbutions, or other benefits 5.4 Interest on Pavments in Default If Client fails to pay the Employment Fee or the Benefits Payment for any Pay Penod, or any other amount payable by Client to CSL under this Agreement, on or before fifleen days foliowmg the applicable due date, CSL may, at its option, collect mterest on the past due amounts or termmate this Agreement pursuant to Section 12 Any such mterest shall be in addition to any Late Payment Fee. The rate of mterest on such past due amounts shall be a rate equai to the greater of the maximum amount ailowed by law, eighteen pereeni (18%) per annum, or five percent (S%) in excess ofthe pnme rate of mterest, as published by the Wail Streei Joumal, in effectfiximtime to time durmg the penod m which such amount remams due and unpaid Client shall pay any accraed mterest withm ten (i 0) days followmg demand for payment The imposition of mterest on late payments shall not extend Ihe due date of any such payment CSL requires payroll to be paid two days before delivery of payroll CSL furthermore requires all funds to be certified or direct deposited mto CSL's payroll account bemg admmistered by San Joaqum Bank CSL does not accept checks as payment for services ofany kind 6. Pavment Procedures. CSL shall make payment on each Payday The Payday shall be the same day of each Pay Cycle as the First Payday Any change m the Payday shali requue CSL'S pnor consent one pay cycle pnor to suoh change CSL may, if CSL determines in its sole discretion that Client is a credit nsk, require Client to tender payment for the charges set forth in Exhibit "A" for each employee, on Ihe first business day pnor to each payroll penod in an amount equal to the estimated for the cunent payroll penod The estimated amount for the current payroll penod will be the amount equal to the amount mvoiced to and paid by the Client for the immediately precedmg payroll unless CSL, in Its sole discretion, contacts the Client with a different amount CSL shall eam the amount concurrently with the accmal of the services CSL provides to Client Upon receivmg an mvoice fiom CSL, Client shall immediately pay for any additional amount for that payroll penod. Any overpayment can be used by the Client to offset the estimated amount due on the subsequent payroll penod Ifthe Client does not make the payment on the first busmess day pnor to each payroll penod as required by this paragraph, CSL may, at its option, declare the Client to be m default and immediately termmate this Agreement 7. Indemnity. 7.1 Client hereby agrees to mdemnify and hold CSL harmless fi-om and against any and all claims, demands, damages (mcludmg liquidated, pumtive and compensatory), mjunes, deaths, actions and causes of actions, costs and expenses (includmg anomcy's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (includmg liability to third parties), and all other Initials, consequences ofany sort, whether known or unknown, without limit and without regard to the cause or causes thereof or the negligence of CSL, the products or services provided by Client, the actions ofany leased employee, the actions ofany non-leased employee employed by Client, or ofany other mdividual, mcluding without limitation, any violation ofany locai, state and/or federal law, regulation, ordmance, directive or mle whatsoever, and the State and Federal Employment Laws 7.2 CSL hereby agrees to indemnify and hold Client harmless any and all claims, demands, damages (includmg liquidated, punitive and compensatory), mjunes, deaths, actions and causes of actions, costs and expenses (mcludmg attomey's fees and expenses at all levels of proceedings), losses and liabilities ansmg from CSL's errois or omissions m the performance of duties expressly required by the terms ofthis Agreement 7.3 Client and CSL expressly agree that the mdemnification provisions ofthe Agreement shall not be limited to claims, expenses or liabilities for which one ofthem is solely liable, but shall also apply to claims, expenses and liabilities for which Client and CSL are jomtly or concurrentiy liable. In such event, if either ofthem advances funds m connection with a claim, expense or liability m excess of Its pro rata share, such party shali be entitied to recoverfiximthe other party the difference between such party's share and the actual amount paid 8. Representations and Warranties. ] Clientrepresentsand warrants as follows 8.1 Client's Obligations to Co-Emplovees (i)All compensation, of the Co-Employees accraed pnor to the Effective Date and for which Client or any third party isresponsibleand obligated has been paid m fiili, (u) neither Chent, nor to Uie knowledge of Client, any thu-d party who provides or has provided employee leasing services or personnel staffing services to Client, has any einployment contract, wntten or verbal, with any Co-Employee, (in) there are no separate contracts, agreements or other arrangements existing with respect to I thc Co-Employees as a group or any ofthem which would bmd or obligate CSL, except as expressly sct forth herein; (iv) Client shall notify CSL I ofthe principai location ofthe workplace ofeach Co-Employee and each location where such Co-Employee perfonns services for Client, and of I any changes in such locations, and (v) ali pension, profit-sharmg, or other employee benefit plans existing at the Effective Dale are cunent and in I compliance with applicable law, and execution ofthis Agreement shall not be deemed a breach under the terms of those plans t 8.2 information As ofthe Effective Date, and throughout the term ofthis Agreement, all mformation provided by the Client m contemplation of this Agreement or pursuant hereto, includmg but not limited to financiai statements, employee lists, job I descnptions and classifications, compensation, benefits, and time reports is and shall be trae and correct No matenal adverse change lias 1 occurred m the financiai condition of the Client or any guarantor of Client's obligations under this Agreement smce the date upon which any j financiai statements of Client or such guarantor were provided to CSL i ! 0.3 No Litigation Except as previously disclosed to CSL in wntmg, there is no action, suit, proceedmg or I investigation pending, or, to the knowledge of Chent, threatened against Client, related to the Co-Employees or the Client's employer/employee ! relationship with the Co-Employees or which may resull m a matenal adverse change m the fmancial condition of Client or ofany guarantor of I Client's obligations tmder this Agreement. Client will advise CSL promptiy upon the inception ofany such action, suit, proceedmg, investigation I or threat thereof I ! ; 8.4 Compliance with Applicable Law Client has not violated any appiicabie statute or regulation m any respect, ' which wouid adversely affect the Co-Employees or Client's employment relauonship with the Co-Employees Client is and shali remam m compliance with all statutes,regulations,and executive orders respecting Co-Employees and employment practices Client acknowledges tliat ^ certam requirements applicable to employers under vanous federal and state statutes, rales, and regulations, mcluding but not limited to the I Family Medical Leave Act, Amencans with Disabilities Act, Worker Adjustment and Retrammg Notification Act, Title VII ofthe Civil Rights 1 Act of 1964, and Age Discnmmation Employment Act, are based on the status of the employer, and that Client's status under one or more ofsuch statutes, rales, and regulations may change as a result of entenng mto the co-employment relationship described m this Agreement t ! 9. Access to Workplace and Business Records. CSL shaii be entitled to review all business operations of Client and to ; audit ali books and records of Client to assure compliance by Client with its obligations under this Agreement Client shall provide CSL or its designee's access, at any reasonable dme dunng customary busmess hours, to the busmess premises, books, and records of Chent to assure such comphance ' 10. Insurance Client shall maintam, at all times, the foliowmg insurance coverages with an A M Best "A" rated or better I camer (i) comprehensive general liability (mciudmg, but not limited to bodily mjury, premises, operations, contractual liability, product and compieted operation liability, with broad form endorsements, personal mjury and advertismg liability), Initials (ii) automobile liability, includmg non-owned and hired autos (to the extent any Covered Employees will be assigned to positions requirmg them to dnve for Client), and (iii) professionai liability msurance, if appropnate, mciudmg but not limited to malpractice or eirors and omissions coverage and m compliance with any regulation mandating such coverage Each ofsuch policies shall have as a mmimum a limit of liability not less flian $1,000,000. Client shall have CSL listed as an additional msured on all such policies By the Effective Date ofthis Agreement, Client shall fumish CSL with Certificates of Insurance as evidence of coverage. Each of such policies shaii be on an "occurrence" basis. However, in the event that any "occunence" poiicy is not available. Client shall mamtam an equivalent "claims made" poiicy until the expiration ofall statutes of limitation applicable to any claim which could anse under this Agreement or by virtue ofthe services provided by the Covered Employees 11. Existing Insurance Unless oflierwise specifically agreed in wnting by CSL, Client shall mamtam m fiill force and effect at all times dunng the term ofthis Agreement, all msurance required under this Agreement and all property, fire and liability msurance (other than workers' compensation insurance) existmg as of Uie Effective Date. Client further agrees to cause CSL to be named as an additional msured with respect to each such policy of insurance. 12. Fidelity Bonds Client shall advise CSL ofany Co-Employee with access to cash or Tidelity Bonds other property of Client or ofany Uurd party property within Uie control of Client CSL may, at its option, require Client to obtain a fidelity bond naming Client and CSL as msured wiUi respect to each such Co-Employee CSL shali have no obligation with respect to or liability as a resuit of embezzlement, fraud, defalcation or misappropnation of any of such property by any Co-Employee, and Client indemnifies CSL against loss, cost, claim, or expense ansmg from any such action. 13. Authorization The execution, delivery, and performance ofthis Agreement have been duly auUionzed by ail necessary actions of Client and ofits officers, du-ectora, partners, owners, and managers, as applicable This Agreement shall be valid and enforceable oniy upon signature by an auUionzed person of CSL Any mdividual sigmng Uus Agreement on behalf of Client represents and warrants that she or he has full authonty to do so. 14. Subcontractors. CSL shali have no obligation to provide workers' compensation msurance for employees of subcontractors engaged by Client. Client shall not, directly or indu-ecUy, engage or hire any subcontractor Uiat does not have workers' compensation msurance coverage with respect to its employees Client shall obtam a certificate evidencing workers' compensation insunmce coverage wiUi respect to the employees ofany subcontractor engaged by Client, or shall provide workera' compensation msurance coverage with respect to the employees ofany such subcontractor 15. Default In Uie event of default by Client m perfomiance ofany obligation under Uiis Agreement, CSL may, at its option and at Client's expense, (i) lake such action as may be necessary to cure any such default, (ii) impose an additional charge or fee to compensate CSL for any costs, expense, or inconvenience resulting fi-om such default, (in) offset against any secunty deposit held by CSL any amount due CSL hereunder, (iv) termmate Uns Agreemenl as provided m section 12, and (v) exercise any other remedy available at law, mciuding but not limited to enforcement ofany obligation of Client to indemnify CSL under this Agreement Client acknowledges that the exclusive employment relationship descnbed m Section 3 and Client's obligations to perfonn its obligations there under are fimdamental to CSL'S expectations under this Agreement, Uiat a breach of such obligations may resuit in substantial conftision, uncertainty, and claims regardmg relative nghts and obligations by and among CSL, Client, and others, and that if CSL terminates this Agreement due to any such breach it would be difficult to determme CSL'S damages Accordmgly, if Uus Agreement is termmated by CSL pnor to the Uien effective termmation date as the resuit o f a breach by Client ofsuch obligations, CSL shall be entitled to recover, as liquidated damages, an amount equal to $500 00 per Co-Employee, m lieu of otiier remedies available to it under Uiis Section 10 16. Securitv Deposit Client agrees to tender lo CSL a secunty deposit in an amount determmed by CSL, in CSL's sole discretion CSL shall hold such secunty deposit to secure Clients performance of its obligations under Uus Agreement CSL may co-mmgle suoh secunty deposit wiUi its own funds, and shall have no obligation to separately mamtam or account for such funds CSL shall have a secunty interest in, and all nghts o f a secured party under the laws of the State of Califbmia with respect to, as well as a nght of offset against, such secunty deposit, lo secure amounts due to CSL under Uus Agreement CSL shall have no obligation to notify Client of its intent to apply any of such fiinds to any past due amount pnor to such action CSL shall retum Uie secunty deposit to Client following termmation of Uiis Agreement and satisfaction ofall monetary and non-monetary obligations of Client to CSL CSL shall have no obligation for payment of interest on such funds 17. Termination 17.1 Term of Agreement Unless sooner temunated as hereinafter provided, this Agreement and the nghts and obligations ofthe parties shaii commence at the Effective Date, and shall extend until a thirty day wntten notice has been received by cither client Initials or CSL termmatmg the agreement The current terms are m affect until CSL notifies client ofany changes in rate, i e, workers compensation, healUi benefits, etc. 17.2 Immediate Termination CSL may termmate Uiis Agreement immediately without pnor wntten notice upon Client's domg, as determmed by CSL is CSL's sole discretion, any one of Uie following (i) faiiure to pay any mvoice when due, (li) failure to comply with any du-ective of CSL, when such directive is made to comply with (a) a federal, state or local governmental body, department or agency, or (b) a directive by an insurance camer providmg coverage to CSL and/or its employees. ; (iii) making a direct payment of taxable wages by Client to any employee covered under this Agreement for services j contemplated by Uiis Agreement, I (iv) performmg any aot that usurps any legal or contractual nght or obligation of CSL as an employer of Uie employees covered by this Agreement, j (v) Ihe threat of, or actual, filing by or against Client for bankraptcy, reorgamzation or appomtment ofa receiver, I supervisor, assignee, or liquidator over its assets or property, j . (vi) a money judgment agamst Client which remams unsatisfied for more than thirty (30) days and has not been I appealed, and/or i 1 \ (vii) CSL determmes, m its sole discretion, that Client is a credit nsk I 17.3 Interest In addition to any ottier amounts that CSL is or may be entitled to, CSL is also entitled to collect mterestfi-omClient at Uie maximum rate permitted under the law on any unpaid mvoice or partiai amounts not paid when due 17.4 Replacement Coverage In the event that this Agreement is terminated. Client agrees to immediately secure replacement health msurance coverage and worker's compensation insurance for flie benefit of the employees who continue theu- employment wiUi Client 17.5 Obligations of Uie Parties Upon tenmnation ofthis Agreement, regardless of how occumng, (i) CSL shall no longer be deemed a co-employer ofany worker employed by Chent, (ii) Client shali pay to CSL the Employment Fee and Benefits Payments with respect to service by Co-Employees pnor to and durmg any penod of employment under Uie terms of Uiis Agreement, (in) CSL shall pay Co- Employees, make payments to Uurd parties m respect ofsuch employment, and complete its accountmg and reporting duties wiUirespectto such •v penod, (iv) Client shall indemmfy and hold CSL harmless fixim any loss, cost, claim, or expense, resultmg fhim termmation of CSL'S co- employer relationship wiUi Co-Employees as a result ofthe terminaUon by Client of Uus Agreement (except to thc extent any such claim, cost, expense, or oUier loss is the result of action by CSL which is contrary to Uie provisions of this Agreement or applicable iaw or regulations), I including, but not limited to any such loss, cost, claim, or expense resultmg from the occurrence ofa qualifying event under 1 R.C § 4980B wiUi respect to any Co-Employee and any obligation to compensate any Co-Employee with respect to any penod pnor to or dunng which this I Agreement was m forcefi)runpaid vacation and sick leave, (v) Client shall employ all Co-Employees asof Uie date of termmation at substantially ' the same position, compensation, and benefits as in effect as ofthe date of termmation of Uiis Agreement, and (vi) each of Uie parties shall do aU Unngs necessary or requisite to conclude Uie busmess relationship and comply with Co-Employee and employer payment and reporting obligations Following termination of this Agreement, CSL shall have no further obligations hereunder except as specificaily descnbed in this , Section 12 3 18. Dispute Resolution 18.1 Arbitration Except for claims for non-payment of fees under Uus Agreement and claims for injunctiverehef, in the event ofany claim, dispute or controversy ansmg out ofor relating to the mterpretation, performance and/or breach of Uus Agreement, the parties agree Uiat any claim, dispute and/or controversy which would otherwise require or allow resort to any court or other govemmental dispute resolution foram between Client and CSL, wheUier based on tort, contract, statutory or equitable law, or otherwise, shall be submitted to and determined exclusively by binding arbitration The California of Civil Procedure and Evidence shall apply to any such proceeding, and the I arbitrator shall be a retired Federal or California Supenor court Judge To the extent applicable m California oivU actions, Uie followmg shall , apply and be observed all rales of pleadmg (mcludmg the nght to file a demurrer and motion to stnke), all rales of evidence, all rights to resolution of Uie dispute by means of motions for summary judgment, summary adjudication, and judgmenl on the pleadmgs Resolution of the I dispute shali be based solely upon Uie law goveming Uie claims and defenses pled, and Uie arbitrator may not mvoke any basis other Uian such ControUmg law Awards exceeding Fifly Thousand Dollars ($50,000 00) shall mc