SYNADYNE CLIENT SERVICE AGREEMENT
This AGREEMENT is made between the individual or firm named as CLIENT,
_________________ located at ___________________________________ and SYNADYNE,
a division of Outsource International, a Florida corporation.
I. TERM OF THIS AGREEMENT.
The term of this Agreement shall be from the COMMENCEMENT DATE as shown on
Exhibit A until terminated by either party with forty-five (45) days' written
notice. After notice, the termination is to occur at the end of the next
calendar month or forty-five days from the date of notification, whichever is
later. Until the end of the month following cancellation, the parties will
continue to meet the obligations set forth in this AGREEMENT.
II. PROFESSIONAL EMPLOYMENT SERVICES.
By entering into this Agreement, SYNADYNE has agreed to provide
Professional Employment services. SYNADYNE and CLIENT shall be as a result
of this Agreement, joint employers and share responsibilities as to employees at
CLIENT's worksite who are subject to this agreement according to the terms
herein. It is not the intention of this Agreement to insulate CLIENT in any
manner from those responsibilities which the law imposes upon it as a business
or workplace. Nor is it the purpose of this Agreement for SYNADYNE to provide a
pass-through payroll service. The services provided by SYNADYNE, and the fees
paid by CLIENT, are not provided or paid for, as an agent of CLIENT, but are
instead supplied pursuant to SYNADYNE's management of the workforce at CLIENT's
workplace.
M. DUTIES & OBLIGATIONS OF SYNADYNE.
A. SYNADYNE agrees to provide the following services to CLIENT and the
employee under the shared supervision of CLIENT and SYNADYNE including:
1. Timely payment of wages through SYNADYNE's payroll as reported by
CLIENT, and the proper administration and payment of applicable employer related
federal, state and local income tax withholding including Social Security and
federal and state unemployment taxes. In accordance with Florida law, SYNADYNE
assumes responsibility to pay said wages to employees under this Agreement
without regard to payments from CLIENT, but reserves it's rights hereunder to
collect said wages from CLIENT.
2. Proper administration and payment of workers' compensation
premium(s) and employee benefit programs except in the event that applicable law
requires CLIENT or CLIENT elects to maintain said policies.
3. Completion and maintenance of all payroll and benefit records, with
the exception of the records of actual hours worked which shall be maintained
and verified by CLIENT.
4. Where appropriate, hiring, and appointing of an on-site
Administrative Coordinator to implement terms and conditions of this Agreement.
B. SYNADYNE agrees that it will develop and maintain a set of personnel
policies and procedures in a manner designed to improve human resources
management in CLIENT's business. CLIENT will assist SYNADYNE in implementing
these policies and procedures.
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C. Direction and Control. In order to effectively provide the Human
Resources and Employee Management services outlined in this service agreement,
SYNADYNE reserves and retains the authority to approve and disapprove all
actions to hire, fire, discipline, determine compensation and pay employees.
CLIENT reserves the right to reasonably refuse the assigment of any employee
provided hereunder or to request reassignment of any employee provided
hereunder. SYNADYNE also retains a right to control aspects of the worksite to
which employees are assigned relating to management of safety and risk,
including but not limited to safety inspections of CLIENT'S premises,
promulgation and administration of employment and safety policies and management
of claims and related procedures.
D. SYNADYNE agrees to release, defend, indemnify and hold CLIENT harmless
from any and all wrongful or negligent acts of SYNADYNE or any failure of
SYNADYNE to act in performance of its duties during, the initial or extended
term of the Agreement.
E. SYNADYNE will provide notice of this agreement to all employees subject
to it in accordance with all applicable Federal and State laws.
IV. RIGHTS & DUTIES OF CLIENT.
A. CLIENT will be responsible for the day-to-day supervision and control of
employees assigned to CLIENT under this agreement. CLIENT will verify skills
and references to determine employment eligibility of assigned employees.
B. In the performance of supervisory functions of assigned employees, CLIENT
agrees to follow SYNADYNE's policies and procedures. Such policies and
procedures shall be made available to CLIENT prior to the assignment of
employees under this agreement. SYNADYNE reserves the right to change, and/or
periodically update the policies and procedures.
C. CLIENT has the right to request removal or reassignment of assigned
employees for good cause and with reasonable notice, or to reasonably refuse
assignment of any employee.
D. Work Records and Payment of Wages. CLIENT agrees to maintain records of
actual time worked and verify the accuracy of wages and salaries reported to and
paid by SYNADYNE. CLIENT will pay for any unpaid benefits due to assigned
employees upon termination of employment, including, (but not limited to) unused
vacation leave. CLIENT also agrees to pay all unpaid benefits due assigned
employees if this Agreement is terminated. Unpaid benefits includes (but is not
limited to) benefit plan premiums for all enrolled assigned employees until the
end of the month during which this Agreement is terminated. CLIENT will be
responsible for the accuracy of all work time records for all employees and
verify that they are approved, verified and signed by the employee and
appropriate supervisor each pay period.
E. Workplace Safety and Workers' Compensation Compliance.
1. CLIENT agrees that it is primarily responsible for complying with
all health, safety, and environmental rules, regulations, and statutes and that
it will comply at its expense with all safety, health and work environment laws,
regulations, ordinances, directives, notices, warnings, and rules imposed by
controlling federal, state and local governments, including, but not limited to
OSHA and it will immediately report, before the end of the current work day or
shift all accidents and injuries to SYNADYNE. CLIENT agrees to provide SYNADYNE
with a complete list of hazardous materials that employees may come into contact
with, the proper method of handling, the dangers of each in conformity with the
law and Material Safety Data Sheets for each such material. CLIENT also agrees
to comply at its expense with any specific directives from SYNADYNE, its
workers' compensation carrier or any government agency having jurisdiction over
the work place, health and safety. CLIENT shall provide all employees protective
equipment as required by federal, state or local law, regulation, ordinance,
directive or rule or as deemed necessary by SYNADYNE or its workers'
compensation carrier. SYNADYNE, its workers' compensation carrier and its
liability insurance carriers shall have the right to inspect CLIENT's premises
to ensure that employees assigned to CLIENT are not exposed to an unsafe work
place. To the extent possible, such inspection shall be scheduled at a mutually
convenient time. In no event shall this right, the exercise of this right or the
nonexercise of this right affect any of the CLIENT's obligations to SYNADYNE and
the shared employees specified in this Agreement.
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2. In the event that applicable law requires CLIENT or if CLIENT elects
to maintain a policy of workers' compensation insurance, or a lawful alternative
to same, CLIENT shall cause SYNADYNE to be named as altenate employer, or an
additional insured on said policy or alternative coverage.
3. Light Duty Assignments. CLIENT agrees that it will provide light
duty work to any person who may be entitled to same under law. If CLIENT fails
or is unable to provide light duty SYNADYNE shall have the right to re-assign
the employee in light duty at a different location. CLIENT shall immediately
reimburse SYNADYNE for the cost of providing, any light duty work assignment, or
the costs resulting from the inability to provide such light duty work.
F. Insurance.
1. Vehicle, Liability, Property, Malpractice and E&O Insurance
Protection. If any assigned employee is required to drive a vehicle of any kind
for CLIENT, CLIENT will furnish and keep in full force and effect during the
term of this Agreement liability insurance to include coverage for public
liability, both bodily injury and property damage, with a minimum combined
single limit of One Million Dollars ($1,000,000) and uninsured motorist
insurance with a minimum combined single limit of Sixty Thousand Dollars
($60,000), or the minimum limit required by applicable state law. If an assigned
employee performs any duties in a professional capacity, CLIENT agrees to
exercise such direction and control over said employee sufficient to comply with
all applicable laws, and CLIENT shall furnish malpractice insurance which shall
cover any acts, errors or omissions, including, but not limited to, negligence.
The employee shall be deemed the employee of the CLIENT for the purposes of this
insurance. CLIENT agrees to cause its insurance carrier(s) to name SYNADYNE as
an additional named insured on CLIENT's policy and shall provide evidence of
such coverage, and shall issue a Certificate(s) of Insurance evidencing same to
SYNADYNE allowing not less than thirty (30) days' notice of cancellation or
material change. CLIENT agrees to file against such policy exclusively with
respect to any claim for malpractice or errors and omissions or any other claim
covered thereunder for any employee engaged in the performance of licensed
and/or professional duties. CLIENT agrees to defend SYNADYNE, or to cause its
insurance carrier to defend SYNADYNE, against any and all liabilities of any
kind, including costs and attorneys' fees, arising out of any such claim.
2. General Liability Insurance Protection. CLIENT agrees to keep in
full force and effect at all times during the term of this Agreement, a
comprehensive general liability insurance policy in the minimum limit of One
Million Dollars ($1,000.000) insuring CLIENT against bodily injury and property
damage liability caused by CLIENT's premises-operations, completed operations
and/or products. Said policy shall also include blanket contractual liability
and personal injury liability. CLIENT shall provide SYNADYNE with a
certificate of insurance evidencing such coverage, said certificate to provide
thirty (30) days' notice in the event of cancellation of coverage. CLIENT
agrees that with respect to any claim or event alleging or resulting in bodily
injury or property damage that involves a contract employee, CLIENT agrees to
file for recovery under CLIENT'S appropriate liability insurance policy.
3. CLIENT is required for its own protection to secure all necessary
forms of liability insurance that CLIENT would feel essential to have if
SYNADYNE assigned employees were the employees of CLIENT.
G. CLIENT agrees to release, defend, unconditionally indemnify and hold
SYNADYNE harmless from any and all wrongful or negligent acts committed by
CLIENT or assigned employees including violations of any federal, state or local
statutes, laws or regulations, as well as all liability claims involving CLIENT
or assigned employees. If SYNADYNE is sued or made the subject of an
investigation or administrative action, by any governmental agency; CLIENT
agrees to pay all costs, including attorneys' fees incurred by SYNADYNE.
Any and all damages awarded to a SYNADYNE assigned employee or his or her
representative as a result of such claims will be paid by CLIENT and not
SYNADYNE, or if required to be paid by SYNADYNE, CLIENT will reimburse
SYNADYNE for and such award and all costs and attomeys' fees expended by
SYNADYNE and/or paid to the prevailing employee.
H. Special Benefits Administration Agreement.
Form: 040797
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1. If this agreement is terminated for any reason, CLIENT shall take
all necessary action to replace health care coverage for employees covered by
this Agreement so as to avoid the implication of a qualifying event as defined
by I.R.C. /section/4980B. If CLIENT fails to provide such health care coverage,
SYNADYNE shall be obligated to extend continuation of its health care coverage
in accordance with I.R.C. /section/4980B, and CLIENT shall then remit to
SYNADYNE the cost per employee to provide such coverage.
2. COBRA Notifications. CLIENT agrees to comply with the provisions of
I.R.C. /section/4980B and to notify SYNADYNE of any event that would constitute
a qualifying event under said statute as soon as it becomes aware of said event.
If CLIENT fails to notify SYNADYNE of a qualifying event under IRS and
/section/4980B CLIEINT shall be liable for any and all costs or penalties
incurred by SYNADYNE as the result.
I. Automatic Termination Conditions. In the event that any one or more of
the following conditions occurs, this Agreement will be deemed to have
terminated at least twenty four (24) hours immediately before the first of said
event(s): (a) any condition of CLIENT which could fit the definition of
financial distress under the Worker Adjustment and Retraining Notification Act;
(b) the filing by CLIENT of any petition for reorganization or bankruptcy; (c)
the closing of any facility or operation where 25% or more of CLIENTS employees
are assigned.; (d) for non-payment of invoice.
J. CLIENT's Current Compliance. CLIENT warrants that, all wages and benefits
for all past and present employee(s) are current and that there is no liability
for same to which SYNADYNE could succeed. CLIENT expressly agrees to indemnify,
hold harmless and defend SYNADYNE from any and all liabilities, known or
unknown, including without limitation costs and attorneys' fees, which could
arise out of any allegation, assertion or claim that SYNADYNE is a successor
employer of CLIENT.
K. Compliance with Federal, State, and Local Laws.
1. CLIENT acknowledges, understands and agrees that, notwithstanding
any other provisions of this Agreement, the fees charged by SYNADYNE and
remitted by CLIENT are not intended to compensate SYNADYNE for the risk
associated with the liabilities which may arise out of the improper management
of employees or for the violation of numerous local, state, and federal
employment statutes. CLIENT is responsible for complying with all federal, state
and local laws, regulations and ordinances including, but not limited to, those
relating to employment labor and wage and hour issues, safety and health,
environmental issues, hazardous waste, access to CLIENTS premises, and
accommodation of protected individuals under the law, just as if, and to the
same extent as if this Agreement did not exist.
2. Premises & Accommodation Liability (ADA). The parties agree that
any exposure, risk or liability for said access or accommodation or failure
thereof, whether imposed by the Americans with Disabilities Act or some other
federal, state or local statute, law or regulation, shall be the sole
responsibility of CLIENT.
3. Family Medical Leave Act (FMLA) Compliance. It shall be CLIENT's
sole responsibility to determine the size of its workforce, the number of hours
of work required to meet the market demand for CLIENTS service and/or product,
employee scheduling, and the suitability of individuals for any specific job
duties. Accordingly, for purposes of determining whether and to what extent any
individual worker can be allowed to take time off away from work for any
purpose, and to what extent if any such time off would require the assignment of
a replacement worker, CLIENT shall have the primary responsibility for making
such determinations, and SYNADYNE shall have the secondary responsibility for
implementing such aspects of said determinations as may be appropriate under
this Agreement. CLIENT shall be solely responsible for all costs to comply with
the FMLA, including without limitation the cost of securing a replacement job
position for any worker covered by this agreement, and the cost of any benefit
plan coverage associated with FMLA compliance. CLIENT shall pay all costs
associated with any person placed in a job vacancy created in compliance with
FMLA.
L. CLIENT agrees to assist SYNADYNE in the notification of
affected workers of the joint employer arrangement described herein, and in
obtaining worker acknowledgment of same.
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Form: 040797
V. SERVICE FEES.
A. Employment Enrollment Fee. On or before the commencement date, CLIENT
will pay to SYNADYNE an INITIAL ENROLLMENT FEE for each position shown on
Exhibit B. An ENROLLMENT FEE will also be due when new employees are added to
CLIENT's payroll (including replacement employees for those listed on Exhibit B
and any employees hired for newly established positions).
B. The Administrative Fee. The Administrative Fee charged to the CLIENT and
payable at the end of each pay period will be equal to the rate specified on
Exhibit B. Any increase or decrease in the Administrative Fee for statutory
increases in employment taxes, shall be effective on the date of such increase
or decrease. Workers' compensation and employee health benefit costs will also
be adjusted as of the effective dates. A thirty (30) day notification shall be
required of SYNADYNE before changes are to be made in SYNADYNE's Administrative
Fee (see Exhibit B) charged to the CLIENT.
C. Other Service Fee Components. CLIENT will pay, at the end of each regular
or special pay period all additional costs or expenses incurred at the request
of CLIENT, including replacement personnel or temporary personnel obtained from
SYNADYNE, any assigned field supervisor, safety engineering, fidelity bonding,
professional liability insurance, overnight mail charges, continuing education,
etc.
D. All payments to SYNADYNE by CLIENT will be made upon presentation. A late
payment charge of two (2) percent will be added to all accounts not paid when
due. Bankdrafts returned unpaid from CLIENT's bank will be subject to the late
payment charge plus any additional costs incurred by SYNADYNE. An unpaid balance
will also be subject to a periodic charge of one and one-half (1 and 1/2)
percent per calendar month until paid. SYNADYNE reserves the right to suspend
the services to CLIENT until full payment has been made of any amount past due
and SYNADYNE may impose a 20% late payment fee, or the highest fee allowed by
law.
VI. GENERAL PROVISIONS
A. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes any and all agreements, whether oral or written,
between the parties with respect to its subject matter. If an action is brought
by either party hereto for breach or default of any provision of this Agreement,
the prevailing party in such action shall be awarded reasonable attorneys' fees
and costs in addition to any other relief to which the party may be entitled.
B. Modification. This Agreement may not be altered or amended except by
written agreement duly executed by all parties hereto.
C. Successors. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
D. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and such counterparts shall together
constitute but one and the same agreement, binding upon all the parties hereto,
notwithstanding that all the parties are not signatories to the original of the
same counterpart.
E. Headings. The headings and labels of the paragraphs of this Agreement are
inserted solely for the convenience of reference, and in no way define, limit,
extend or aid in the construction of the scope, extent or intent of this
Agreement or of any term or provision hereof.
F. Severability. Should any term, warranty, covenant, condition or provision
of this Agreement be held to be invalid or unenforceable, the balance of this
Agreement shall remain in force and shall stand as if the unenforceable part did
not exist.
G. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida and jurisdiction shall rest
with applicable Florida courts. Both parties acknowledge the personal
jurisdiction of the courts in and for Broward County, Florida. Both parties
acknowledge and agree to service of process from the courts in and for Broward
County, Florida. All suits and special proceedings arising out of this Agreement
shall be brought in the courts
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Form: 040797
in and for Broward County, Florida, unless the parties agree to mediate or
arbitrate their dispute as provided in /section/ H below. The parties agree and
hereby irrevocably submit any suit, action or proceeding arising out of or
related to this Agreement or any of the transactions contemplated by this
Agreement to the jurisdiction and venue of the United States District Court for
the Southern District of Florida or the jurisdiction and venue of any court of
the State of Florida located in Broward County and waive any and all objections
to jurisdiction and venue that they may have under the laws of Florida or the
United States.
H. Arbitration and Mediation. All disputes and alleged breaches arising out
of or relating to this Agreement may be resolved by way of mediation and
arbitration as set forth herein. If a dispute under this Agreement arises,
either party may serve written notice on the other that it desires to have the
dispute submitted to mediation in accordance with the procedures of the Federal
Mediation & Conciliation Service, pursuant to Chapter 44, Florida Statutes or as
otherwise agreed by the parties to the dispute. Once elected, a mediation
conference shall be scheduled with 30 days in the City of Deerfield Beach,
Florida. If the dispute is not resolved through mediation, the parties shall
submit their dispute to binding arbitration within 30 days after impasse is
declared by a mediator. The Arbitration shall be conducted by a committee of
arbitrators (one appointed by SYNADYNE, one appointed by CLIENT and one
appointed by the two arbitrators so appointed), in the City of Deerfield Beach,
Florida, and pursuant to the terms of the Florida Arbitration Code Chapter 682,
et. seq, Florida Statutes. The arbitrators shall abide by the rules of the
American Arbitration Association and their decision shall be final and binding
on both parties. Judgment may be obtained on the arbitration award in any court
of competent jurisdiction. Completion of mediation until resolution or impasse
is a condition precedent to arbitration.
I. Waiver. The failure of any party to enforce at any time the provisions of
this Agreement shall not be construed as a waiver of any provision or of the
right of such party thereafter to enforce each and every provision of this
Agreement.
J. Assignment. CLIENT shall not transfer or assign this Ageement or any part
thereof without the prior written consent of SYNADYNE. This Agreement may be
assigned by SYNADYNE at its sole discretion.
K. Default & Termination. In addition to the means of termination specified
in /section/V,I above, this Agreement may also be terminated by CLIENT's
default, at SYNADYNE's sole discretion. Acts of default by CLIENT shall include:
1. Failure of CLIENT to pay any monies due under this Agreement.
2. Failure of CLIENT to comply within the time specified by SYNADYNE
with any directive of SYNADYNE when such directive is promulgated or made
necessary by (i) a federal, state or local governmental body, department or
agency, (ii) an insurance carrier providing coverage to SYNADYNE and/or the
employees and/or (iii) specific circumstances which currently or potentially
affect SYNADYNE, CLIENT or employees covered by this Agreement.
3. Direct payment of taxable wages by CLIENT to SYNADYNE assigned
employees for services contemplated by this Agreement. Any breach or default of
any material term or condition of this Agreement shall, unless the innocent
party elects otherwise in writing, cause immediate termination of this
Agreement. Notwithstanding same, the innocent party is required to provide
immediate written notice of any material breach or default. The effective date
of termination shall be deemed to be the date the violation occurs, not when
discovered or when notice is received by either party.
L. Notices. Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when deposited with the
United States Postal Service, postage prepaid, or when deposited with a public
telegraph company for transmittal, charges prepaid and addressed:
1. In the case of SYNADYNE, to SYNADYNE, 1144 East Newport Center
Drive, Deerfield Beach, Florida 33442 or to such other person or address as
SYNADYNE may furnish to CLIENT.
2. In the case of CLIENT, to ___________________________ or to such
other person or address that CLIENT may furnish from time to time to SYNADYNE.
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Form: 040797
M. Time Is Of The Essence. Time is of the essence in the performance of
this Agreement.
N. No Third Party Beneficiaries. The parties acknowledge and agree that
this Agreement creates no rights for or in favor of any person or third party
not a party to this Agreement, and that no such person may place any reliance
hereon.
CLIENT
Signature ________________________________ Date ________________
Print Name and Title ____________________________________________
SYNADYNE
Signature ________________________________ Date ________________
Print Name and Title ____________________________________________
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Form: 040797