This agreement (hereinafter referred to as “AGREEMENT”) is made and entered into on ________________, 2021, (hereinafter referred to as “EFFECTIVE DATE”), by and between (CLIENT name), (hereinafter referred to as “CLIENT”), and (Ahdia Staffing Agency Inc.) (hereinafter referred to as “AGENCY. The CLIENT and AGENCY are collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
WHEREAS, the AGENCY is a licensed staffing services AGENCY in the business of providing staffing services.
WHEREAS, the CLIENT wishes to procure the AGENCY ‘s services when requested and on a non-exclusive basis, to provide the CLIENT with high quality staffing services for the CLIENT’S ______________________________ (description of client’s business).
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
Upon request by CLIENT, AGENCY shall use it best efforts to assign temporary, supplemental personnel (hereinafter referred to as “STAFF”) to CLIENT in full compliance with all the provisions of this AGREEMENT. AGENCY shall carefully screen STAFF to determine their qualifications and competence prior to referring STAFF to CLIENT. This screening by AGENCY shall include, but not be limited to, obtaining all pertinent information (hereinafter referred to as “PREASSIGNMENT SCREENING INFORMATION”) concerning the past employment, licensure, certifications, education, and professional skills of STAFF. All PREASSIGMENT SCREENING INFORMATION shall be made immediately available to CLIENT by AGENCY upon request.
This AGREEMENT does not constitute an exclusive engagement of AGENCY’S services by CLIENT, or a promise by CLIENT to meet any or all of its supplemental staffing needs through AGENCY. AGENCY is not hereby prohibited from assigning STAFF to other entities, and CLIENT is not hereby obligated to use AGENCY exclusively or at all. On the contrary, CLIENT is free to use or not use AGENCY as it deems fit in its sole discretion.
AGENCY agrees to provide CLIENT with competent personnel (hereinafter referred to as “QUALIFIED STAFF”) as requested by CLIENT to meet CLIENT’S supplemental staffing needs. QUALIFIED STAFF shall have at least one (1) year of prior work experience in the specialty area to which they would be assigned with CLIENT. QUALIFIED STAFF shall also possess a valid, original license to practice their profession as required by law, as well as any other professional certifications required for the practice of their specialty. The existence of the required work experience, licensure, andprofessional certification shall be confirmed by AGENCY when it acquires the PREASSIGNMENT SCREENING INFORMATION from STAFF. CLIENT shall have the right to demand proof from AGENCY that any individual assigned to CLIENT by AGENCY has satisfied the criteria for QUALIFIED STAFF and CLIENT shall also have the right, in its sole discretion, to reject the assignment of any individual who it deems fails to satisfy the criteria for QUALIFIED STAFF.
AGENCY agrees to have STAFF available for CLIENT twenty-four (24) hours per day, seven (7) days per week. AGENCY’S obligation to provide requested STAFF is limited by the availability to AGENCY of QUALIFIED STAFF who are ready, willing and able to accept an assignment with CLIENT.
REQUESTS FOR STAFF AND SCHEDULING
CLIENT shall use its best efforts to request STAFF at least (6) hours prior to the applicable reporting time. If CLIENT requests a particular worker, AGENCY shall assign that worker to CLIENT if the worker is available, satisfies the criteria for QUALIFIED STAFF and is ready, willing and able to work.
When CLIENT requests STAFF less than one (1) hour prior to the scheduled start of a shift, AGENCY will be paid for that STAFF from the scheduled start of the shift, provided STAFF actually report to and commence work within one (1) hour of the start of the shift. If STAFF actually reports to and commences work later than one (1) hour after the scheduled start of the shift, AGENCY will be paid for actual hours worked only.
Prior to two (2) hours before the scheduled start of a shift or assignment, CLIENT may change or cancel a request for STAFF without incurring any liability to AGENCY. It shall be AGENCY’S responsibility to contact STAFF whenever CLIENT changes or cancels any request for STAFF.
When CLIENT cancels a request for STAFF less than (2) hours before the scheduled start of a shift or assignment, and STAFF cannot be contacted by AGENCY prior to reporting to CLIENT for work, CLIENT will pay AGENCY for one (1) hour per the rate structure for that STAFF in effect at the time of the cancellation. AGENCY shall be solely responsible for satisfying any reporting time pay obligations due to STAFF under state and federal wage and hour laws.
When AGENCY cancels or declines or rejects by CLIENT for STAFF less than two (2) hours prior to the scheduled start of a shift or assignment, and AGENCY, using reasonable diligence and effort, is unable to replace that STAFF with a substitute acceptable to CLIENT, a late cancellation fee of two (2) hours per the rate structure for that STAFF in effect at the time of the cancellation.
If STAFF is no longer needed by CLIENT after reporting for work and beginning their assignment, STAFF may be called off by CLIENT. If STAFF is called off by CLIENT, AGENCY shall be paid for the actual number of hours worked by STAFF or two (2) hours, whichever is greater, per the rate structure for that STAFF in effect at the time of the call-off. AGENCY shall be solely responsible for satisfying any reporting time pay obligations due to STAFF under state and federal wage and hours laws.
If STAFF does not report for work to CLIENT as scheduled, or reports to work and does not satisfy the criteria herein for QUALIFED STAFF, or is physically or emotionally incapable of performing their duties satisfactorily, or refuses an appropriate assignment, or fails to display personal identification or a badge provided by AGENCY, AGENCY shall pay CLIENT a “no-show” fee of two (2) hours per the rate structure for that STAFF in effect at the time. The determination that STAFF does not satisfy the criteria for QUALIFIED STAFF or is otherwise incapable of performing assigned work shall be made in good faith by and in the sole discretion of CLIENT. CLIENT shall immediately inform AGENCY once such a determination is made, and CLIENT shall incur no debt or liability to AGENCY as a result of the determination.
The schedule of rates, as listed in Attachment “A” shall be the only schedule of rates used for calculating charges to CLIENT by AGENCY and AGENCY shall not increase charges made to CLIENT for STAFF to offset overtime, employee benefits or other premiums paid to STAFF by AGENCY. Attachment “A” is hereby incorporated into this AGREEMENT by reference.
All STAFF assigned to CLIENT by AGENCY shall be employees of AGENCY and AGENCY shall be solelyresponsible for satisfying all state or federal wage and hour requirements applicable to said STAFF, including assuring full compliance with all applicable codes and regulations. Overtime, premium pay and all employee benefits are the sole responsibility of AGENCY as the employer of STAFF.
ASSIGNMENTS, TRAINING, POLICIES AND PROCEDURES
CLIENT has and retains the sole discretion to assign duties, shifts, assignments, etc. to STAFF during hours worked with CLIENT. CLIENT retains professional, administrative authority and responsibility for the services rendered by STAFF during hours worked with CLIENT.
If CLIENT concludes, in its sole discretion, that STAFF assigned to CLIENT by AGENCY are not satisfactorily performing their duties or that STAFF otherwise fails to satisfy the criteria for QUALIFIED STAFF, said STAFF shall not be permitted to continue working with CLIENT and CLIENT shall be under no obligation for fees or costs for STAFF’S assignment and ask STAFF to leave the CLIENT’S property. CLIENT shall immediately inform AGENCY for STAFF so released and CLIENT shall have no further financial obligation to AGENCY concerning such STAFF.
While working with CLIENT, STAFF shall provide services in a manner and quality consistent with the best industry standards and shall comply with all applicable local, state and federal laws and regulations governing the professional services and practices of STAFF and with all CLIENT policies and procedures.
EMPLOYMENT STATUS OF STAFF
AGENCY hereby represents and warrants that STAFF assigned by AGENCY to CLIENT under this AGREEMENT are assigned solely as independent employees of AGENCY and are not working simultaneously under any other arrangement or agreement which would make them or cause them to be considered primarily as employees or agents of CLIENT or any entity affiliated with CLIENT while providing services hereunder.
AGENCY has, retains and shall continue to bear sole, exclusive and total legal responsibility for STAFF as the employer of STAFF. This responsibility shall include, but not be limited to, the obligation to ensure full compliance with and satisfaction of (i) all state and federal payroll, income and unemployment tax requirements (ii) all state and federal wage and hour requirements (iii) all worker’s compensation insurance requirements, and (iv) all other applicable state and federal employment law requirements arising from AGENCY’S employment of STAFF, the assignment of STAFF to CLIENT or the actual work of STAFF with CLIENT.
AGENCY agrees to hold CLIENT harmless and fully indemnify CLIENT against any legal claims asserted against CLIENT or CLIENT’S employees, including attorney’s fees and costs, and/or liabilities imposed against CLIENT, that are predicated in any manner on a finding by any court, enforcement agency, government entity, arbitrator or other adjudicator that STAFF are joint employees of AGENCY and CLIENT.
QUALIFICATION AGENCY HIRING AND DISCIPLINE OF STAFF
STAFF supplied by AGENCY shall be appropriately screened by AGENCY. AGENCY may use skills certification, testing, or other methods to verify the qualifications of STAFF as it relates to performing work with CLIENT. STAFF will professionally, ethically and diligently carry out their responsibilities hereunder in order to serve the best interest of CLIENT.
STAFF will provide AGENCY with a minimum of two (2) professional references and will be made available to CLIENT upon request.
FEES AND INVOICING
Hourly rates charged CLIENT are listed in Attachment “A”. These rates shall be effective for twelve (12) months, beginning on the effective date of this AGREEMENT. Attachment “A” is subject to re-negotiation ever renewal period of this AGREEMENT. The most recent rate structure shall remain in effect during such negotiations until a new structure is agreed upon.
AGENCY shall invoice CLIENT weekly for services provided hereunder, and such invoices shall be subject to the credit terms outlined in this contract. All invoices shall contain the following information for specific STAFF: (i) STAFF’S name, (ii) date worked, (iii) shift worked, (iv) total hours worked, (v) hourly rate, (vi) total charge, (vii) overtime hours worked, (viii) overtime hours charged.
The credit terms for invoices under this AGREEMENT shall be net thirty (30) days. Any unpaid invoice for thirty (30) days shall accrue late charges in the amount of one (1.5%) per month until paid.
Holiday rates shall be applicable as listed on Attachment “A”.
AGENCY shall purchase and maintain during the duration of this AGREEMENT and after the expiration of this AGREEMENT as provided below, the following insurance coverage:
7.1.1 Worker’s compensation and employer’s liability coverage for AGENCY’S legal and statutory obligations for damages due to bodily injuries occurring to AGENCY’S employees, agents or servants as a result of employment.
General and professional liability covering AGENCY, its agents, employees, and servants for bodily injury, personal injury, or property damage claims arising out of the premises, products or activities of AGENCY. Minimum limits of liability for the above coverage shall be one million dollars ($1,000,000) per occurrence.
Unemployment insurance as required by law for all employees.
Automobile insurance if AGENCY or STAFF require the use of an automobile to perform work.
AGENCY shall provide CLIENT with certificates of insurance as evidence that all coverage required under this AGREEMENT have been obtained and are in full force and effect. AGENCY shall provide certificates of insurance to CLIENT within five (5) days of the effective date of this AGREEMENT and/or within five (5) days of a request made by CLIENT.
Each Party hereto agrees to perform any further acts and execute and deliver any additional documents that may be reasonably necessary to carry out the provisions of this Agreement.
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.
TERMS AND TERMINATION
The term of this AGREEMENT shall be for one (1) year beginning on the effective date. Both parties agree that this AGREEMENT shall automatically renew for an additional one (1) year term unless terminated, in writing, by CLIENT, thirty (30) days before to its expiration.
Either party may terminate this AGREEMENT at any time, for any reason, upon 30 days’written notice to the other party. 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.
Termination of this AGREEMENT shall not affect any right or obligation of either party that has accrued before such termination.
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.
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
The AGENCY shall indemnify, hold harmless and defend CLIENT and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, arising from any act or omission of the AGENCY or any of its agents, employees, or servants. Suppose CLIENT is sued in any court for damages because of any of the acts or omissions of the AGENCY,its agents, or servants.In that case, the AGENCY shall defend such action at its own expense and shall pay any judgment that may be rendered in any such action. Suppose the AGENCY . fails or neglects to so defend the said action,.In that case, CLIENT may defend the same and any expenses, including reasonable attorney’s fees, which CLIENT may incur defending such action and the amount of any judgment which CLIENT may be required to pay shall be promptly reimbursed by the AGENCY.
RELATIONSHIP OF THE PARTIES
will perform the services and duties hereunder as an
and the Client understand that it is the AGENCY’s sole responsibility for withholding, accruing, and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security, and other taxes and amounts required by law for the payment made to the AGENCY herein and all payments to their personnel if any. Neither the AGENCY nor any of his personnel is an employee or agent of the Client for any purpose whatsoever and shall not be entitled to paid vacation days, sick days, holidays, or any other benefits provided to the Client employees. The AGENCY will also be responsible for all worker’s compensation insurance, public liability insurance, statutory insurance, and other benefits required by law for the AGENCY and the personnel and all other benefits promised to the personnel by the AGENCY, if any, arising out of or relating to this Agreement.
All non-public, confidential or proprietary information of a Party, disclosed by that 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 Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by law or in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the Receiving Party shall promptly return all documents and other confidential materials received from the Disclosing Party. The 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 the Receiving Party at the time of disclosure, or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party. The Receiving Party’s duty to hold the confidential information in confidence shall remain in effect until the confidential information no longer qualifies as confidential information or until the Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this Agreement, whichever occurs first.
This Agreement is personal to the Parties. Neither Party shall assign, transfer, subcontract, or deal in any other manner with any of its rights and obligations under this Agreement without the express written consent of the other Party which consent shall not be unreasonably withheld or delayed.
This document contains the entire AGREEMENT between the Parties hereto and supersedes any and all prior negotiations, commitments, agreements and understanding 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 language of this AGREEMENT shall control all attachments hereto unless otherwise stated. No representations or warranties, whether expressed or implied, have been made by any party except as expressly stated herein. The Parties will exercise utmost good faith in this Agreement.
The validity, performance, construction, and interpretation of this AGREEMENT shall be governed by the State of (Ohio) without regard to its conflict of laws provisions.
Any notice to be made in connection with this AGREEMENT
shall be made in writing and shall be deemed to have been given at the time when actually received when delivered in person or sent by registered or certified mail by one Party to the other Party to the following addresses or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
AGENCY:16781 Chagrin Blvd Ste. 568, Shaker Heights, Ohio 44120
. 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.
CHANGES TO THE AGREEMENT
17.1 Either Party may request changes to the Agreement, but they will only be effective if agreed in writing and signed by all Parties. If any ambiguity is found in the Agreement or various documents forming this Agreement, the Parties shall issue any necessary clarification or instruction.
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.
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.
The article and section headings in this Agreement are for convenience; they form no part of this Agreement and shall not affect its interpretation.
The provisions of 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.
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, the Parties acknowledge that they have entered into this Agreement with the capacity and authority to contract freely and voluntarily.
IN WITNESS, WHEREOF, both parties have executed this AGREEMENT on
the dates written below:
Signed by the duly authorized representative ofthe AGENCYSignature: Name:Designation:Date:
Signed by the CLIENT/duly authorized representative of the CLIENTSignature: Name:Designation: Date:
Schedule of Rates
CNA $45.00 per hour
STNA $45.00 per hour
QMA $55.00 per hour
LPN $65.00 per hour
RN $85.00 per hour
Any schedules over 40 hours per week will be considered overtime and paid at time and one-half.
Holiday rates will be paid at time and one-half on the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Presidents Day, Thanksgiving Day, Christmas Day and Eve, and Easter Sunday.
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