Premier Healthcare Staffing,

Premier Healthcare Staffing, LLC

Facility Service Contract

Website: www.premierhealthcarestaffingllc21.com

PH: 704.980.2962

Premier Healthcare Staffing, LLC

Charlotte, North Carolina

NPI: 1033881552

1. Parties. The parties to this contract are  Premier Healthcare Staffing, LLC (hereinafter “Agency”) and_________________________________ [FACILITY NAME] (hereinafter “Facility[MK1] ”). (Agency and Facility collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

2. Purpose. The purpose of this contract is for the Agency to provide professional nursing services to the Facility[MK2]  (hereinafter “Services”). The Services include but are not limited to:registered nurses, licensed practical nurses, certified nursing assistants, and certified medication aides, hereinafter “Agency Contractor”).

3. Scope of Services. The Agency will ensure all Services are performed diligently, timely, per industry standards and to the reasonable satisfaction of the Facility.

4. General Terms and Conditions. This contract is hereby made subject to the terms and conditions included within the document, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and shall be maintained by both parties. [MK3] 

5. Consideration. As consideration for the performance of the Services referenced in Exhibit “A”, the Facility agrees to compensate the Agency as provided in Exhibit “B”, captioned “Billable Services”, which is attached hereto and made a part hereof by reference.

6. Period of Performance. This contract will become effective for the period beginning October 2021 and ending October 2022 upon the approval and signature of the parties hereto. The Agency has the option to offer renewal of the contract each year if satisfactory reviews are met, and account payments are rendered in a timely manner.[MK4] . Renewals must be approved by the Agency. [MK5] .

7. Method of Payment. Facility agrees to submit on time payments to be paid as billed by Agency, upon review and approval by Agency. The Agency agrees to submit invoices to the Facility that contain a detailed account of each billing. The final invoice is to be submitted no later than the 15^th of each month by the Agency, to the Facility. The  Facility shall remit payment to the Agency no later than the last business day of each month. After which date , the Agency retains the right to seek legal actions to recuperate the funds owed. In addition, a 1.5% fee will be added to the said funds thirty (30) days after the due date.

8. Paymode. Payments by state agencies using the State’s accounting system shall be made and remittance information provided electronically as directed by the State. These payments shall be deposited into the bank account of the Agency’s choice. The  Facility understands and agrees that all payments shall be in United States dollar currency.

9. Applicable Law. The contract shall be governed by and construed in accordance with the laws of the State of North Carolina, excluding its conflicts of law provisions, and any litigation with respect thereto shall be brought in the courts of the State. Facility shall comply with applicable federal, state, and local laws and regulations.

10. Insurance: Facility  represents that it will maintain workers’ compensation insurance as required by the State of North Carolina which shall inure to the benefit of all Agency’s personnel provided hereunder; comprehensive general liability or professional liability insurance, with minimum limits of $1,000,000 per occurrence; and employee dishonesty insurance or fidelity bond insurance with minimum limits of $1,000,000 with third party liability coverage. All general liability, professional liability, employee dishonesty, and fidelity bond insurance will provide coverage to the State of North Carolina as an additional insured. The Agency reserves the right to request from carriers, certificates of insurance regarding the required coverage. Insurance carriers must be licensed or hold a Certificate of Authority from the North Carolina Department of Insurance.

11. Termination for Convenience.

a. Either Party may terminate this agreement for any reason upon giving the other Party no less than thirty (30) days’ notice in writing. If a party wishes to terminate the contract with less than these stated days, the other party reserves the right to charge costs they have already paid in advance or incurred[MK6] .

The termination of this agreement shall not discharge the liabilities accumulated by either party. Any Clauses intended by the parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

b. Facility’s Obligations.  Agency shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination  Agency will stop work to the extent specified.  Agency shall also terminate outstanding orders and Agency Contractors as they relate to the terminated work. Facility shall settle the liabilities, claims, and associated payments arising out of the termination of Agency Contractors  and orders connected with the terminated work.

1. Disclaimer. The parties agree that the Agency is not liable for any claims based on the Agency Contractor’s negligence.

1. Non-solicitation: For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this Agreement, Facility shall not interfere with Agency’s relationship with, or endeavor to entice away from Agency, Agency’s Customers, any officer, director or employee or any person who had a material business relationship with Agency in the duration of this contract.

1. Non-compete. For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and_____years after the termination of this agreement, Facility shall not directly or indirectly engage in Agency’s business within a________mile radius from where Agency is conducting such business. Facility may however pay the Agency $______________as a buy-out for each Agency Contractor.
2. Non-assignment. A party shall not transfer or assign this agreement without the other party’s consent.  This consent shall not be unreasonably withheld or delayed.
3. Confidentiality. All non-public, confidential, or proprietary information of a party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other party (recipient party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties by a party, unless as provided by law, without the written consent of the other party.
4. Dispute resolution. If a dispute arises under this agreement, the parties hereby agree to settle the dispute through one of the following: (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

1. Further Assurances. Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

1. Force Majeure. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

• Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
• Changes to the Agreement. Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the parties shall issue any necessary clarification or instruction.
• No Waiver. Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement. No waiver by either party of any breach of, or of compliance with, any condition or provision of this agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
• Severability. The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.
• Entire Agreement. This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.
• Headings. The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
• Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.
• Parties’ Acknowledgments. The parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

In witness whereof, the parties hereto have affixed, on duplicate originals, their signatures on the date

indicated below, after first being authorized so to do.

_________________________ By: ________________________________________________

DATE [Facility (person signing)]

[Facility (name of company)]

_________________________ By: ________________________________________________

DATE ____________________ [Director’s Name] _____________________________________

[Director’s Title] ______________________________________________________________

AGENCY {PHS Administrator} _______________________     DATE ___________

EXHIBIT “A”

SCOPE OF SERVICES

 Facility commits to the following Agency requests  in fulfillment of the purposes of this contract.

1. Facility  will coordinate all communications with the Agency through Nezzetta Hampton, LPN.

2. Facility will notify Agency, of any Agency Contractor  not meeting Facility expectations within 24 hours via email or phone accompanied by written documentation.

3 Facility will give Agency a two (2) hour cancellation notice for any shift, failure to which Facility will be billed four hours at contracted rate. If Agency Contractor calls out for a shift, Agency will replace them.

4. The Agency Contractor shall be entitled to thirty (30) minutes paid break.

5. For overtime, Facility will be billed one and one half time rate.

Premier Healthcare Staffing, LLC

Email: premier.hs.21@gmail.com

PH: 704.980.2962

Agency Owner: Nezzetta Hampton, LPN

EXHIBIT “B”

BILLABLE RATES (per hour)

Note: Additional charges will be added to each billable rate per position for late calls ($10.00) and weekend differential ($3.00). In addition, holidays will be billed time and a half for all positions.

 [MK1]Choose one name for clarity and simplicity.

 [MK2]Simply using the word “Facility’ is enough since you are only referring to the Facility that has appended its name under the partis section. There is no other Facility being referred to in the agreement to warrant a further description of the Facility.

 [MK3]This is a repletion, “parties” has already been used to refer to the Agency and Facility.

 [MK4]Contract termination has been covered under the Termination  Section.

 [MK5]The word to be used throughout the document  is “Agency”.

 [MK6]It is prudent to give Both parties an option to terminate the contract. In addition, in lieu of terminating part of the contract parties may make changes to the contract. See the ‘Changes to the Agreement” section below.

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