EXHIBIT 10.12
Contract for Services
Telvent- GIRH
TELVENT - GIRH
CONTRACT FOR SERVICES
MADRID, JANUARY 1, 2004
Contract for Services
Telvent- GIRH
In Madrid, on January 1, 2004
APPEARING
On the one hand,
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, of legal age, with National Identity Document number
27179205, acting for and on behalf of Telvent Trafico y Transporte, S.A., as
accredited by sufficient power of attorney for these proceedings granted before
the Notary Public Mr. ▇▇▇▇ ▇▇▇▇▇▇▇-Sala ▇▇▇▇▇▇▇, dated March 3, 2004, at number
471 in order of his protocol of the year 2004, a Company recorded in the Madrid
Mercantile Register, sheet M-68400, first entry, volume 825 of Companies, with
Corporate Tax Identification code A- 78107349.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age, with National Identity Document number
02601273-L, acting for and on behalf of Telvent Housing, S.A., as accredited by
sufficient power of attorney for these proceedings granted before the Notary
Public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated April 12, 2003, at Number 1201 in order of
his protocol of the year 2002; a Company recorded in the Madrid Mercantile
Register, sheet M-227370, folio (page) 81, volume 13891 of Companies, with
Corporate Tax Identification code A- 82232448.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age, with National Identity Document number
02601273-L, acting for and on behalf of Telvent Servicios Compartidos, S.A., as
accredited by sufficient power of attorney for these proceedings granted before
the Notary Public Mr. ▇▇▇▇ ▇▇▇▇▇▇▇-Sala ▇▇▇▇▇▇▇, dated December 23, 2003, at
Number 3483 in order of his protocol of the year 2003; a Company recorded in the
Madrid Mercantile Register, sheet M-286179, first entry, folio 109, volume 16752
of Companies, with Corporate Tax Identification code A- 83048553
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age, with National Identity Document number
02601273-L, acting for and on behalf of Telvent Interactiva, S.A., as accredited
by sufficient power of attorney for these proceedings granted before the Notary
Public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated April 26, 2001, at number 1498 in order of
his protocol of the year 2001; a Company recorded in the Seville Mercantile
Register, sheet SE-41024, 1st entry, folio 38, volume 3096 of Companies, with
Corporate Tax Identification code ▇-▇▇▇▇▇▇▇▇.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age, with National Identity Document number
02601273-L, acting for and on behalf of Telvent Outsourcing, S.A., as accredited
by sufficient power of attorney for these proceedings granted before the Notary
Public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated September 26, 2002, at number 2990 in
order of his protocol of the year 2002; a Company recorded in the Seville
Mercantile Register, sheet SE-20857, folio 213, volume 2062 of Companies, with
Corporate Tax Identification code ▇-▇▇▇▇▇▇▇▇.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age, with National Identity Document number
02601273-L, acting for and on behalf of Sainsel, Sistemas ▇▇▇▇▇▇▇, ▇.▇., as
accredited
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Contract for Services
Telvent- GIRH
by sufficient power of attorney for these proceedings granted before the Notary
Public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated May 5, 2003, at number 1422 in order of
his protocol of the year 2003; a Company recorded in the Seville Mercantile
Register, sheet SE-5201, folio 191, volume 1455 of Companies, with Corporate Tax
Identification code A-41/513581.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age, with National Identity Document number
02601273-L, acting for and on behalf of Telvent Energia y Medio Ambiente, S.A.,
as accredited by sufficient power of attorney for these proceedings granted
before the Notary Public ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated February 13, 2002, at
number 467 in order of his protocol of the year 2002; a Company recorded in the
Madrid Mercantile Register, sheet M-7367, 1st entry, folio 1, with Corporate Tax
Identification code A-28114981.
And on the other hand,
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Polo ▇▇▇▇▇▇▇▇, of legal age, with National Identity Document
no. 28720078-R, appearing for and on behalf of Gestion Integral de Recursos
Humanos, S.A. (hereinafter "GIRH"), as evidenced by the sufficient power of
attorney for these proceedings granted before the Notary Public ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of ▇▇▇▇▇▇▇, at number 2045 in order of his protocol of the year
2002; a Company recorded in the Seville Mercantile Register, sheet SE-50384 ,
folio 157 , Companies volume 3577 , with Corporate Tax Identification code. A-
91241703.
The parties mutually acknowledge sufficient legal standing and capacity to act
and be bound as mentioned above, and state:
RECITALS
I. GIRH is a company dedicated to carrying out all kinds of activities for the
management of employees, counseling on policies for professional development of
employees and implementation thereof.
II. Telvent Housing, S.A., Telvent Servicios Compartidos, S.A., Telvent
Outsourcing, S.A., Telvent Interactiva, S.A., Sainsel, Sistemas ▇▇▇▇▇▇▇, ▇.▇.,
Telvent Energia y Medio Ambiente, S.A., and Telvent Trafico y Transportes, S.A.,
and likewise all the subsidiary companies thereof, shall be deemed, hereinafter,
for the purposes of this contract, as Telvent.
III. Telvent is the Information Technology subsidiary of Abengoa.
IV. Both Telvent and GIRH wish to establish by means of this Contract for
Services the legal framework that shall govern the activities that Telvent
wishes to contract from GIRH.
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Contract for Services
Telvent- GIRH
On the basis of the foregoing, the parties enter into this Contract for
Services, hereinafter the "Contract", on the basis of the following:
CLAUSES
1.- PURPOSE
Telvent shall contract the services of GIRH in order to carry out the activities
of management of its employees, counseling on policies for professional
development of employees and implementation thereof. GIRH shall offer Telvent an
integrated and standardized management of its human resources.
2.-SCOPE AND DURATION OF THE WORK
2.1. Under this contract, GIRH offers Telvent the following services:
- Personnel Administration: administrative management of human resources,
complying with legislation in relation thereto current at any given time
and at any particular place.
- Selection: finding and incentivizing the best professionals in the market
in relation to time and cost, incorporating those persons with the
qualifications that are most appropriate for each job profile.
- Training: increasing the performance of Telvent personnel in order to
attain business targets, by means of development of the skills (technical,
generic and specific-technical) defined for each post.
- Development: to manage and optimize the Integral Human Resource Management
model.
- Labor Relations: interrelation between each business and its employees,
their unit representatives, trade union organizations, employers'
organizations, establishing channels of communication and managing
disputes, whether individual or collective, and likewise to counsel the
executives and to direct and coordinate actions in relation to legal and
administrative bodies.
- Risk prevention, Quality and the Environment: promoting safety and health
at work for Telvent employees, by means of the integration of preventative
measures as part of all activities and decisions, training and informing
employees of general and specific risks of each activity.
The parties may amend this Contract at any time by mutual agreement, even where
its term of duration has not yet expired.
3. STRUCTURE AND FUNCTIONS
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Contract for Services
Telvent-GIRH
The functions of coordination of the activities established in this present
Contract shall be carried out by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall to this
effect be the representative of Telvent. In turn, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall
be the representative of GIRH in the performance of this Contract.
4.- COMMERCIAL CONDITIONS
A. Price.
The annual price of the contract is established at 1,233,249.22 euros, being
billed on a quarterly basis in advance, with the following allocation per
Company:
Telvent Servicios Compartidos, S.A. 52,649.22
Telvent Housing, S.A. 55,500.00
Telvent Outsourcing, S.A. 45,800.00
Telvent Interactiva, S.A. 59,700.00
Sainsel, Sistemas ▇▇▇▇▇▇▇, ▇.▇. 72,600.00
Telvent Energia y Medio Ambiente, S.A. 349,700.00
Telvent Trafico y Transportes, S.A. 597,300.00
This price includes the services provided to the companies, and likewise the
respective subsidiaries of each of them.
The duration of this present contract shall be one year from the date of signing
thereof. The term of duration may be extended where both parties expressly
declare it in writing, 60 days prior to the termination of the contract or of
any of its extensions.
The amount of this present contract shall be paid in euros 180 days from the
date the invoices are approved and by means of bank transfer to the account
indicated by GIRH for this purpose.
B. Travel Expenses
Telvent shall cover the travel expenses of personnel, for return fares in Spain
and to other countries as required by the service. Telvent shall cover by means
of reimbursement all expenses generated during the trips, such as airport tax,
taxis, meals etc.
C. Liability.
Under no circumstances shall either of the parties be liable for indirect
damages, lucrum cessans or loss of profit as a consequence of the
formalizing/executing of this Contract or of the work derived therefrom.
5. OBLIGATIONS AND RESPONSIBILITIES OF GIRH
A. Business liability.
The employees of GIRH shall carry out entirely under ▇▇▇▇'s own legal and
business responsibility each of the tasks entrusted by Telvent and carried out
pursuant to this
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Contract for Services
Telvent- GIRH
Contract and the Contracts associated therewith, and likewise GIRH commits
itself to comply with all obligations imposed by Spanish legislation or by
legislation of countries where it provides its services in relation to the
above-mentioned employees. It shall be responsible for payment of penalties,
settlements, fines and surcharges imposed for infringement of legal provisions
and regulations applicable to the work carried out by them. In particular, it
shall comply with whatever obligations are incumbent upon it in its capacity as
employer, and in relation to the employees, due to tax, labor and occupational
health and risk prevention legislation applicable in the countries in which it
provides its services.
The personnel of GIRH allocated to the tasks shall be registered in the social
security system and shall be up to date in the relevant contributions and
likewise in payment of payrolls. ▇▇▇▇ takes responsibility for the persons
allocated to the service in relation to any occupational accident that they may
suffer during the provision of the service in the countries designated as origin
or country of relocation, assuming full legal responsibility for these persons,
pursuant to current laws in the place where they are located.
B. Insurance.
▇▇▇▇ agrees to take out insurance policies to cover losses and damages that may
arise from the responsibilities taken on, and likewise death and accident
insurance for its employees.
C. Assignment
The parties shall not fully or partially assign the rights and/or obligations
arising from this present instrument, unless with prior and written
authorization from the other party.
Notwithstanding the above, the parties may assign, in full or in part, the
payment obligations arising under this Contract.
6. CONFIDENTIALITY
The parties agreed to treat as confidential all information, categorized by the
parties as such, that they exchange due to the relationship established by means
of this document or information that arises because of it. Therefore, neither of
the parties may make such information public without the prior authorization in
writing from the other party. The parties may not use the information arising as
a result of this document for any purpose that is not established herein.
The Recipient of the information is not obligated to keep confidential the
Confidential Information that the Recipient can demonstrate with documentary
evidence (i) is public or can be made public without infringing this Contract
(ii) that publication thereof has been approved with the written authorization
of the Issuer (iii) has been obtained lawfully from other party or from a party
that is not subject to the confidentiality obligation (iv) has been revealed to
a third party by the Issuer without confidentiality thereof being established
(v) was known by the Recipient prior to receiving it (vi) has been developed
independently by the Recipient, without using the Confidential Information of
the Issuer and without breaching this Contract or (vii) where an authority with
competent jurisdiction or a valid court order says so, provided that the
Recipient
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Contract for Services
Telvent- GIRH
has notified the Issuer in advance in writing of such requirement and provided
that it cooperates with the Issuer to ensure that the publication is treated
confidentially.
The parties must give to their managers and/or employees and/or subsidiaries the
directions and instructions they deem appropriate and convenient for the
purposes of maintaining the secret, confidential and restricted character of the
information.
All the Confidential Information from this document shall be the exclusive
property of the source producing it, unless the Parties agree to the contrary in
advance and in writing. The application of this agreement does not grant to the
Addressee more rights and nor does impose upon it more obligations than those
established expressly in this Contract. Under no circumstances shall it be
deemed that intellectual property rights or any other kind of right relating to
the Confidential Information provided by the Source is granted to the Addressee.
The parties agree to keep the information confidential for a period of one year
following the end of this Contract.
7. SUSPENSION AND TERMINATION
The services being the subject matter of this Contract can be suspended and/or
terminated, without liability of any kind for the parties due to any of the
following grounds:
- Mutual agreement between the contracting parties
- Serious breach of any of the obligations contracted by either the parties
under this Contracts, which shall entitle the other party to terminate the
contract, all rights and obligations corresponding to the subject matter
of the contract being automatically null and void
- Force majeure events
- Any other reason that makes performance of the purpose of the Contract
unviable.
8. LEGISLATION AND JURISDICTION
This Contract is governed by Spanish legislation.
The parties expressly agree that in order to resolve any differences that may
arise in relation to this Contract they shall be submitted to arbitration of the
Madrid Chamber of Commerce. The arbitration shall be resolved at law pursuant to
Law 60/2003, of December 23. The arbitration finding shall be binding on the
Parties.
Each Party shall appoint an arbitrator and a third arbitrator shall be appointed
by mutual agreement by the two prior arbitrators, and shall act as chairman of
the court thus constituted. The arbitration finding shall be issued within a
maximum period of two months following acceptance of the role by the chairman of
the court.
The fees of the arbitrators shall be paid for by the party whose arguments are
not upheld. If they are upheld partially, they shall be paid in the proportion
in which each
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Contract for Services
Telvent- GIRH
party's arguments have been not upheld. In the event that the decision of the
arbitrators is different from the arguments of each of the parties, the fees
shall be paid for by the parties in equal parts.
In any event, for the judicial formalizing of the arbitration and other
purposes, and expressly waiving any forum that may correspond to them, the
Parties submit to the courts of the capital city of Madrid and to Spanish
legislation.
9. MISCELLANEOUS
It is agreed that the non-validity or unlawfulness of one or more provisions of
this Contract shall not affect the effectiveness of the rest of the provisions.
Any publication of notices, public announcements, publicity or advertisements
that any of the parties proposes to publish and that affects the other party
must be subject to the prior written approval of the other party.
This Contract contains the full understanding between the parties and replaces
any other contract, understanding or agreement, whether in advance or in tandem,
written or verbal, with respect to the subject matter of this document.
All contracts signed between the parties within the framework of this Contract
must respect each and every one of the clauses of this document and its annexes.
The above having been agreed, the Parties hereby sign and grant this document
through their duly authorized representatives, in two counterparts making one
sole agreement, on January 1, 2004.
For Telvent For GIRH
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Polo ▇▇▇▇▇▇▇▇
------------------------------- ------------------------------------------
Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Gestion Integral de Recursos Humanos
For Telvent
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: Mr. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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