MSD%20Tele%20OT%20-%20CSA%20-%202024%20-%202025%20School%20Year.pdf

Parent document: Regular Board Meeting-09-11-2024.pdf

Text

AL Su n b e ] t Client Services Agreement

Education Division

Sunbelt Staffing, LLC (hereafter referred to as “Sunbelt” or the “Company”) and Meridian School District 505
whose location is 214 W Laurel Rd, Bellingham, WA 98226 (hereafter referred to as “Client”) enter into this non-
exclusive Client Services Agreement for the purpose of referring and placing Consultants (“Consultants”) with Client.
This Agreement shall govern the overall terms of the relationship, while a separate assignment confirmation for each
placement will outline specifics as to bill rates, personnel, and assignment lengths.

1. Scope of Services.

Sunbelt, a licensed staffing agency in the business of providing supplemental staffing to the public and private
education sector and not a healthcare provider, will use its commercially reasonable efforts to provide Consultants for
assignment with Client. Sunbelt will be responsible for payment of each Consultant's wages and applicable payroll
taxes, deductions, and insurance, including workers’ compensation, general liability and professional liability coverage
for the benefit of the Consultants. If a Consultant is unable to complete the specified assignment, Sunbelt will use its
commercially reasonable efforts to find a replacement in a timely manner.

2. Independent Contractor.

The parties hereto specify and intend that the relationship of each to the other is that of an independent contractor that
each Consultant shall be an employee of Sunbelt and that no qualified Consultant shall at any time be an employee of
Client, unless the parties shall otherwise agree in writing. Sunbelt agrees to provide and maintain all payroll services
for any qualified Consultant placed with Client, to maintain payroll records and to withhold and remit all payroll taxes
and social security payments. Sunbelt does not ordinarily use subcontractors in providing services. Should the need to
use a separate staffing firm or independent contractor arise, Sunbelt will notify Client in advance of the assignment in
order to receive approval of this arrangement.

3. Telepractice Services.

Sunbelt, at Client’s specific request, may provide telepractice services through VocoVision. Should utilization of
VocoVision occur, Client shall, at that time, receive in addition to Addendum A — Client Assignment Confirmation,
an Addendum B — Teleservices Provisions, Addendum C — Duties and Responsibilities and Addendum D —VocoVision
Equipment Policies which, collectively, outline specific terms and conditions regarding VocoVision’s telepractice
services.

4. Insurance.
Sunbelt will maintain at least the following minimum amounts of insurance:
General Liability - $2,000,000 per occurrence and $4,000,000 aggregate.
Workers Compensation - in accordance with state regulations.
Employer’s Liability - $1,000,000.
Excess Liability over General Liability and Employer’s Liability - $5,000,000 per occurrence and
$5,000,000 aggregate.
Professional Liability of $1,000,000 per occurrence and $3,000,000 aggregate.
Sexual Abuse and Molestation - $1,000,000 per occurrence and $3,000,000 aggregate.

5. Competency and Licensing.

Sunbelt will conduct comprehensive pre-employment screening to provide licensed Consultants who meet applicable
professional standards. Sunbelt will endeavor to present only Consultants who are qualified for Client's open position(s)
on job requirements established by Client either verbally or in writing. While Sunbelt will make every effort to
prescreen job candidates based on these requirements, Client acknowledges the candidate assignment decision is
ultimately the responsibility of the Client. To this end, Sunbelt will make available to Client all appropriate Consultant
records that Sunbelt may permissibly disclose and will facilitate an interview between Client and Consultant in order
to assist Client in the hiring decision. In the event Client becomes aware of any notices, findings, or information,
including but not limited to fingerprint search results that may negatively impact the commencement or continuation
of said assignment, the Client shall notify Sunbelt in writing within three (3) business days of Client becoming aware.
Client shall furnish all relevant details regarding the situation. Failure to notify Sunbelt of such matters may result in
the termination of the contractual relationship. Sunbelt will do its due diligence to ascertain the professional and
applicable Department of Education licensing and certification requirements for the Consultant discipline placed with

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Client, however, it is ultimately the responsibility of the Client to approve the Consultant’s licensure and certifications
as acceptable.

6. On-Site Responsibility.

Client is responsible for providing all orientation, support, facilities, training, direction, and means for the Consultant
to complete the assignment. Client acknowledges that Sunbelt is not providing special education and/or related services,
but rather is providing candidate identification and placement services. As such, Client is responsible for the
Consultant's adherence to the applicable standard of practice and acknowledges that Sunbelt is not responsible for the
Consultant's on-site performance given that Sunbelt does not have the capacity to provide direct, on-site supervision
of daily activity. Client acknowledges that any deviation of the Client’s policies and procedures as orientated to
Sunbelt’s Consultant should be reported in writing and directly to Sunbelt immediately so that Sunbelt may be provided
an opportunity to offer correction and/or counseling of unacceptable practices by Consultant. Client warrants that its
facilities and operations will comply at all times with all federal, state and local safety and health laws, regulations and
standards, including OSHA standards, and that Client will be responsible for providing all safety training and
equipment, and for each Consultant's compliance with health and safety requirements, including those instituted by
Client.

7. Employment of Consultants.
Should Client wish to engage in a contingency search agreement for specific disciplines to help fulfil required staffing
levels, the parties will work together to develop a separate agreement outlining the scope of such requested search.

8. Equal Opportunity.

It is the policy of Sunbelt to provide equal opportunity to all Consultants for employment. Sunbelt and Client will
screen based on merit only. All Consultants will be free from discrimination due to race, religion, color, sex, national
origin, age, or disability.

9. Professional Fees.

Client will pay Sunbelt based on the service charges specified in the Assignment Confirmation included as an
addendum to this Agreement. Sunbelt pays its Consultant(s) overtime in compliance with federal, state, and/or local
laws. Sunbelt will bill Client at one and one-half times the regular bill rate for all hours Sunbelt is required to pay the
Consultant(s) overtime. It is Client’s responsibility to notify Sunbelt if pre-approval is required for any or all overtime
hours prior to any such hours being worked.

10. Payment Terms.

Client will be billed on a weekly basis for all services provided during the previous week. Payment is due within fifteen
(15) days of receipt of invoices. Invoices shall be considered past due if not paid by the agreed-upon due date. Client
agrees to pay all necessary collection costs of amounts past due, including reasonable attorney's fees and costs.
Additionally, Sunbelt reserves the right to approve or to discontinue any extension of credit and the terms governing
such credit.

11. Timekeeping and Invoicing.

Client will ensure that Consultants accurately record the start and stop times for all hours worked, in accordance with
the Client’s policies utilizing the Client designated method which may include the submission of Sunbelt’s timesheet.
Timesheets are due weekly by 12:00 PM on the Monday following the end of Client’s designated workweek.

Sunbelt will generate an invoice for Client based on timesheets submitted. Each invoice will contain a unique invoice
number, date(s) services were provided, Consultant name, Consultant job title, hourly bill rate, total hours billed, and
total amount due. Client must review the invoice and notify Sunbelt of any errors, including billed hours or improper
rates, immediately and in writing. Invoicing errors not received within thirty (30) days of the date of invoice shall not
be disputed and invoices will be due in full.

12. Administrative Responsibilities.

Client shall be responsible for orienting Consultant to Client’s policies and procedures regarding the submission of any
requisite paperwork which must be tendered for reimbursement by funding entities such as Medicare, Medicaid, or
health insurance. Such paperwork may include, but is not limited to, patient care plans, comprehensive patient histories,
individual education plans, or Client specific program plans. During the contracted assignment, should Consultant fail

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to submit paperwork as required per Client’s policies and procedures, Client must notify Sunbelt in writing within three
(3) business days of alleged failure. Failure to notify Sunbelt before assignment ends shall negate any Client claim to
withhold payment due to untimely work and/or paperwork non-compliance by Consultant. Client agrees that all
approved time sheets by Client’s assigned representative are not subjected to billing dispute if Client fails to notify
Sunbelt of time sheet and work performed discrepancies.

13. Limitation of Liability.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER WHATSOEVER FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES ON
ACCOUNT OF LOST PROFITS, LOST DATA, LOSS OF USE OF DATA, OR LOST OPPORTUNITY, WHETHER
OR NOT PLACED ON NOTICE OF ANY SUCH ALLEGED DAMAGES AND REGARDLESS OF THE FORM
OF ACTION IN WHICH SUCH DAMAGES MAY BE SOUGHT. THE FEES AND BILLINGS DUE UNDER THIS
AGREEMENT ARE NOT CONSIDERED SPECIAL DAMAGES OR LOST PROFITS AND SHALL NOT BE
LIMITED BY THESE PROVISIONS.

14. Incident and Error Tracking.

Client will report to Sunbelt any performance issues, incidents, errors and other events related to the care and services
provided by Sunbelt employees. Sunbelt will document reported incidents in employee's personnel file and track all
such events for quality assurance purposes. All supporting documentation is required within seventy-two (72) hours of
the occurrence.

15. Reporting of Work-Related Injuries.

Client will maintain a safe working environment and provide all appropriate personal protective equipment as deemed
appropriate by the Client and suitable to the setting to which Sunbelt's Consultant has been assigned. Client ensures
compliance with all applicable OSHA obligations to include general training on the reporting of work-place injuries,
incidents, and occupational exposure to bloodborne pathogens occurring at Client facility. Records of such occurrences
must be maintained by the Client and accessible to Sunbelt within guidelines set forth by governing entities. In the
event of work-place injury, incident or exposure, each affected Consultant will contact their immediate Client-
appointed supervisor and report to the applicable treating department as per Client protocol. Consultant shall also report
work-place injury, incident or exposure to Sunbelt concurrently with Client for the purpose of reporting such event to
Sunbelt’s worker’s compensation carrier. If Sunbelt's Consultants are not eligible for treatment of work-place injury,
incident or exposure by Client or if reporting requirements change during the term of this Agreement, Client is
responsible for written notification of such information to both Sunbelt and Sunbelt's Consultant.

16. Termination of Contracted Assignment with Cause.

Immediately upon occurrence, Client has the obligation to report each deviation from the accepted standard of practice,
policies and procedures as orientated to Consultant, behavior, and or any incident that would be considered averse to
the overall operation of Client. Client may request that Sunbelt facilitate the immediate removal of Consultant due to
any of the issues preceding with written and/or verbal notice. The Client, however, may not immediately terminate a
Consultant unless Sunbelt has been notified prior to final incident or unless a single incident warrants immediate
dismissal prior to Sunbelt’s notification. All supporting documentation specifying the reasons and facts of the
termination is required within forty-eight (48) hours of termination. If the Client does not report such deviation(s) and
subsequently terminates Consultant or if Client does not provide required documentation following a termination
within the required timeframe, Client will be assessed as liquidated damages and not as a penalty, an amount equal to
one (1) week of billing. The parties agree that Sunbelt's Consultants are an integral part of its operation and a resource
that may have been developed over a number of years. Any delay or absence of a written and verbal notice could result
in lost revenue or other consequences not foreseen at this time and therefore the liquidated damages are not
unreasonable to the probable loss to be suffered by Sunbelt in the event of your breach of this provision. Client will be
responsible for all professional fees (and expenses if applicable) up to the point of termination. Termination with cause
must be documented prior to termination in accordance with the Incident and Error Tracking procedures set forth in
paragraph 14 of this agreement. Sunbelt shall have five (5) business days to refill the position in the event of termination
with cause. Should Sunbelt identify a suitable Consultant, Client agrees to original terms or extended terms of the
terminated Consultant’s assignment.

17. Termination of Contracted Assignment without Cause.

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Client may cancel an assignment with sixty (60) days written notice. Client is responsible for all charges and fees prior
to cancellation date and through the 60-day period of notice. In the event Client is unable to provide sixty (60) days’
notice of termination, Client will be billed for sixty (60) days at the agreed upon regular bill rate and minimum hours.
In the event of termination without cause, Client will be responsible for any housing and travel costs actually incurred
by Sunbelt as a result of such cancellation.

18. Guaranteed Minimum Hours.

Client agrees to provide Consultant the guaranteed number of work hours per week specified in the attached
Assignment Confirmation Addendum A. Cancellation of prescheduled workdays or reduction in work hours by Client
will be billed reflecting the guaranteed minimum work hours. Minimum work hours shall be reduced to reflect
scheduled school closings for holidays and planning days.

19. Unscheduled Facility Closure Policy.

Sunbelt will incur fixed expenses over the entire course of a Consultant’s contract assignment with Client related to
the Consultant’s housing and per diem costs. The parties agree that in the event of an unforeseen or unexpected
interruption in a Consultant’s assignment resulting from an unscheduled closure, complete or partial, of Client's
facilities due to natural or manmade disasters, such as, and without limiting the generality of the foregoing, fire, storms,
flooding, earthquake, labor unrest, riots, and/or acts of terrorism or war (each an "Unscheduled Closure"), Client will
transition to virtual services for all Consultants whose services can be performed in such a setting. Client shall be
billed for services performed at the regular contracted hourly bill rate for all hours worked by Consultant. Virtual
service hours shall be entered and processed according to the normal time submittal and approval process unless
otherwise requested by Client and agreed upon by Sunbelt. Sunbelt and Client will mutually determine which
contracted disciplines qualify for virtual services. For contracted services not eligible for virtual services, Client will
be invoiced and shall pay for each such affected Consultant’s services at the reduced rate of 75% of the regular hourly
bill rate for the total hours normally scheduled for each day that the Consultant(s) is unable to work by virtue of such
Unscheduled Closure.

20. Multiple Locations.

Ifclient requires Consultant to travel to and perform services at more than one location, Client will compensate Sunbelt
for travel time between facilities at the regular hourly bill rate and for mileage up to the current acceptable IRS
reimbursement rate.

21. Issue Resolution.
In the event Client encounters an issue that is not satisfactorily resolved by its Sunbelt representative, Client should
escalate the issue to the appropriate Sunbelt manager by calling 800-659-1522 or emailing info@sunbeltstaffing.com.

22. Indemnification.
To the extent permitted by law, each party will be responsible for damages associated with third party claims to the
extent of their respective negligence, willful misconduct or breach of this agreement.

23. Confidentiality.

Each party acknowledges that as a result of this Agreement, they will learn confidential information of the other party.
Confidential information is defined as that information which is private to each party but is shared by one to the other
party as required to accomplish this Agreement and includes bill rates, fees for permanent placements and terms
and conditions of this Agreement. It is agreed that neither party will disclose any confidential information of the
other party to any person or entity. Neither will it permit any person nor entity to use said confidential information.

Disclosures required by law including properly executed Freedom of Information Act requests and information shared
to the appropriate individuals within the respective organizations as necessary to execute this Agreement shall be the
only exceptions permitted under this Agreement.

Confidential Information of Sunbelt shall include, but is not limited to, any and all unpublished information owned or
controlled by Sunbelt and/or its employees, that relates to the clinical, technical, marketing, business or financial
operations of Sunbelt and which is not generally disclosed to the public including but not limited to employee
information, technical data, policies, financial data and information to include contract terms and provisions, billing
rates, permanent placement fees whether disclosed orally, in writing or by inspection. If the receiving party shall

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attempt to use or dispose of any of the Confidential Information, or any duplication or modification thereof, in any
manner contrary to the terms of the foregoing, the disclosing party shall have the right, in addition to such other
remedies which may be available to it, to obtain an injunctive relief enjoining such acts or attempts as a court of
competent jurisdiction may grant, it being acknowledged that legal remedies are inadequate.

24. Family Education Rights and Privacy Act.

Sunbelt shall comply with all laws, rules and regulations pursuant to the Family Educational Rights and Privacy Act,
20 USC 1232g (“FERPA”) and acknowledges that certain information about the Client's students is contained in
records maintained by Sunbelt and the Consultant and that this information can be confidential by reason of FERPA
and related Client policies. Both parties agree to protect these records in accordance with FERPA and Client policy.
To the extent permitted by law, nothing contained herein shall be construed as precluding either party from releasing
such information to the other so that each can perform its respective responsibilities. As it applies, Consultants assigned
to Client will execute a FERPA Statement of Understanding outlining appropriate guidelines.

25. State Retirement System Notice.

Client acknowledges and agrees that if formal notice is required to be given to any Consultant that participation in any
such retirement system/pension is either: 1) permitted by Consultant’s election; or 2) is required by law, then Client is
solely responsible for providing such notice to Consultants and fulfilling all associated administrative duties. Client
shall immediately notify Sunbelt if any Consultant is required to, or voluntarily elects to participate in any such system.
In such event, Client shall advise Sunbelt of the withholding obligation percentages (both employer and employee
share) so that invoices to Client and payment to the Consultant may be adjusted accordingly. The parties agree that
Client shall withhold and pay to the retirement/pension both the employee and employer shares. The parties agree that
the applicable employee and employer shares paid to the system by the Client shall be deducted from the amount owed
to Sunbelt by the Client hereunder. The parties agree that the applicable employee share paid to the system by the
Client shall be deducted from the amount due the Consultant by Sunbelt. The Client and Sunbelt expressly
acknowledge and agree that if any Consultant is required to, or elects to participate in a retirement system/pension, the
Client shall be solely responsible for: 1) creating an account for Consultant with the appropriate retirement
system/pension; 2) all present and/or future obligations to make employee and employer cash payments/ contributions
to the retirement system/pension as required by law and/or set by the retirement system/pension; and 3) otherwise
administering all employer functions pertaining to the Consultant’s interest in retirement system/pension.

26. Conflicts of Interest.

The parties acknowledge their respective obligation to report any conflict of interest and/or apparent conflict of interest
that may interfere with their ability to perform their obligations hereunder objectively and effectively. To that end, the
Parties hereby certify and represent that their officials, employees and agents do not have any significant financial or
other pecuniary interest in the other party’s business enterprise, and that no inducements of monetary or other value
were offered or given to any officer, employee or agent of the other party. Each party agrees to promptly notify the
other in the event it becomes aware of any conflict of interest or apparent conflict of interest.

27. Notices.
All notices required to be given in writing will be sent to the names/addresses listed below.

Sunbelt Staffing LLC To Client
Contract Department Client: | Meridian School District 505
501 Brooker Creek Blvd

Suite A-400 Address: 214 W Laurel Rd, Bellingham, WA 98226
Oldsmar, FL 34677
contractnotices@sunbeltstaffing.com

28. Survival.
The parties’ obligations under this Agreement which by their nature continue beyond termination, cancellation or
expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement.

29, Governing Law.
This Agreement shall be governed by the laws of the state of Delaware.

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30. Modification of Agreement.
This Agreement may not be modified, amended, suspended, or waived, except by the mutual written agreement of the
Parties who are authorized to execute the agreement.

31. Entire Agreement.

This Agreement represents the entire agreement between the parties and supersedes any prior understandings or
agreements whether written or oral between the parties respecting the subject matter herein. This Agreement may only
be amended in a writing specifically referencing this provision and executed by both parties. This Agreement shall
inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, personal representatives,
successors and assigns, subject to the limitations contained herein. The unenforceability, invalidity or illegality of any
provision of this Agreement shall not render any other provision unenforceable, invalid or illegal and shall be subject
to reformation to the extent possible to best express the original intent of the parties. This Agreement and attached
Assignment Confirmation contain terms that may only be altered when agreed upon in writing by both parties.

This Agreement and attached Assignment Confirmation contain terms that may only be altered when agreed upon in
writing by both parties. (Please return all pages of this Client Services Agreement).

Client ID - CLIENT NAME

52300 Meridian School District 505 Sunbelt Staffing, LLC

Client Representative Signature §  —Date _ Client Representative Signature §#  —~Date _
Print Name Print Name

Title Title

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