EXHIBIT 10.25
Client Name: DENTAL CARE ALLIANCE FL. LIC. #GL10
MEI AGREEMENT FOR SERVICES
In Consideration of the payment of a service Fee, by Client to Modern Employers
Inc. (hereinafter MEI") the Parties agree as follows
1. MEI agrees to furnish Client, and Client agrees to accept MEI personnel
((hereafter referred to as "leased employees") for all job functions
identified by Workers Compensation Code Classifications as set forth in
that certain Confidential Data Sheet attached hereto and incorporated
herein by reference. MEI does not assume any responsibility for, and
makes to assurances, warranties, or guarantees as to the ability or
competence of any leased employee.
2. Client expressly agrees and understands that no employees shall be
employed by MEI, or issued a payroll check prior to client providing
MEI with that person's name address and social security number and
advises MEI he/she has completed an employment application W-4
withholding form, health questionnaire (to be completed only after a
conditional job offer has been made), Form I-9 all to be delivered to
MEI immediately. Written notice of the relationship between MEI and the
Client shall be given to each leased employee assigned to perform
services at the Client s worksite All forms must be signed. MEI shall
be responsible for payment of employee wages for individuals at minimum
wage rate deemed to be leased employees of MEI, without regard to
payments by the Client to MEI.
3. Contract does not have a fixed expiration date. Contract may be
terminated as follows. Either party may terminate this Agreement
without cause by giving thirty (30) days written notice,
notwithstanding anything to the contrary contained herein; provided
however, that in the event of Client's breach of terms of payment, or
any other material breach by either party, either party may terminate
this Agreement upon twenty-four (24) hours written notice.
4. The parties agree and understand the service fee noted on Confidential
Data Sheet may be adjusted for increases in statutory employment taxes
insurance change in job function, change in size of Client's work
force, and payroll frequency or volume.
5. Without regard to the fault or negligence of any party Client hereby
unconditionally indemnifies, holds harmless, protects and defends MEI
and all subsidiary, affiliate, related, and parent companies, their
respective shareholders non-leased employees, attorneys, officers,
directors, agents and representatives (all indemnified parties referred
to as "MEI Indemnified Parties") from and any and all claims, demands,
damages (including liquidated, punitive and compensatory) injuries,
deaths, actions, and causes of actions, costs and expenses (including
attorney's fees and expenses at all levels of proceedings), losses and
liabilities of whatever nature (including liability to third parties),
and all other consequences of any sort, without limit and without
regard to the cause or causes thereof or the negligence of MEI, that
may be asserted or brought against any MEI Indemnified Party which is
in any way related to this Agreement, the actions of any leased
employee, the actions of any non-leased employee employed by Client, or
of any other individual, including without limitation any violation of
any local, state and/or federal law, regulation, ordinance, directive
or rule whatsoever, and all employment related claims. All
indemnifications set forth in this Agreement shall survive she
termination of this Agreement.
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6. MEI's responsibility and liability specifically limited and conditioned
upon the information received from the client, timeliness of same and
client's compliance with its payment obligations under this contract.
7. Client shall pay MEI a service fee equal to that fee rate percentages
specified In the Confidential Data Sheet multiplied by the gross
earnings of the leased employees filling job function positions for the
Client.
8. FINANCIAL CONSIDERATIONS
a. MEI reserves the right at any time during the term of the
Agreement to require Client to deposit such sums as MEI may
determine from time to time to guarantee the performance of
Client. The waiver by MEI of this requirement at any time
shall not stop or act as a waiver of MEI's rights to require a
deposit at any subsequent time during the term of this
Agreement.
x. XXX shall require prepayment equal to the estimated first
payroll plus fees or $1,000.00, whichever is greater, if
Workers' Compensation certificates are issued prior to the
first payroll.
c. In the event Client fails to maintain the required deposit
from time to time as determined at the sole discretion of MEI,
the same shall be termed to be a material breach of this
agreement and client shall immediately pay MEI an amount
sufficient to establish the required deposit.
d. On termination of this Agreement, any balance remaining in the
account of Client shall be remitted to Client on or before
sixty (60) days after termination of this Agreement provided
that Client has performed all of its obligations under the
terms of this Agreement where all obligations of the Client
are ascertained and satisfied. Any monies of Client in
possession of MEI hereunder shall be applied by MEI to any
obligation of Client to MEI, including, without limitation, to
any default in payment by Client under the Terms of this
Agreement.
e. A minimum Management Fee per payroll period will apply.
Notwithstanding anything to the contrary, Client's failure to
call in a payroll during any payroll period shall be a basis
for MEI, at its option, to immediately terminate this
Agreement. The amount of the minimum fee is indicated on the
Confidential Data Sheet. This fee will also apply when no
payroll checks are prepared for a given payroll period.
f. An enrollment fee may be charged for each new employee as
specified in the Confidential Data Sheet. A delivery fee for
each client location may be charged.
g. A returned check charge of $100 will be imposed as specified
in the Confidential Data Sheet.
h. Should payment of any amounts due MEI not be made when due,
Client shall pay a monthly service charge on the unpaid
balance which in no event shall exceed the lawful rate of
interest.
9. CONTRACT OBLIGATIONS
a. Client expressly recognizes and acknowledges that MEI is the
co-employer.
b. Client expressly acknowledges the MEI Indemnified Parties
shall not be liable for Client's loss of business goodwill,
profits or other consequential, special, or incidental damages
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and Client shall hold harmless and indemnify MEI Indemnified
Parties for any loss of the same.
c. Client agrees to hold MEI Indemnified Parties harmless from
liability arising out of Client's products and services.
d. Client agrees to periodically assist MEI in the evaluation of
the payment of MEI employees. MEI shall use these evaluations
to determine salary and rate adjustments
e. Client agrees that leased employees will be compensated in
accordance with federal and state laws.
x. XXX assumes all responsibility for the payment of payroll
taxes and collection of taxes from payroll on leased
employees.
x. XXX does hereby hold harmless Client from direct out-of-pocket
expenses of Client which may result from MEI's failure to
withhold taxes
x. XXX shall have sufficient authority so as to maintain a right
of direction and control over leased employees assigned to
Client's location and shall retain authority to hire,
terminate, discipline and reassign leased employees. Client
shall, however, retain such sufficient direction and control
over the leased employees as is necessary to conduct Client's
business, and without which Client would be unable to conduct
its business, discharge any fiduciary responsibility that it
may have, or comply with any applicable licensure, regulatory
or statutory requirement of Client.
i. If MEI is leasing any supervisory employees to Client, such
supervisory employees' scope of employment Is strictly
limited. Supervisors' actions which are in violation of law or
which result in liability will be outside the scope of their
responsibility as MEI leased employees and in such an event
supervisory employees will be acting solely as the agents of
Client.
j. Client acknowledges that it Is essential to MEI's performance
under this Agreement that MEI have complete knowledge of any
government investigation or inquiry or private adversary
action which could in any manner impact upon the types of
duties contemplated by this Agreement. For example but not by
limitation, an audit by the Bureau of Workers' Compensation
could affect the performance of functions under this
Agreement. Thus, Client hereby makes complete and full
disclosure of any such administrative proceeding (including
but not limited to EEOC, NLRB, OSHA or Wage and Hour matters),
investigation, lawsuit or other adversary proceeding including
those which are threatened as well as those not yet asserted
in which Client has been involved during the last five (5)
years.
x. XXX shall not be considered to be a responsible employer of
leased employees for purposes of claims of discrimination
involving disability race, sex, sexual harassment religion,
color, national origin, marital status, veteran status
retaliation, or any other type of employment discrimination,
unless the action is taken by Client in compliance with a
written corporate MEI policy, procedure or direction which is
illegal under any applicable local, state or federal law.
l. Client agrees that since it is in overall control of the
location where leased employees are performing their services,
it will obtain and provide to MEI at the end of each pay
period records of actual time worked by each employee and
verify that all hours worked by employees that are reported to
MEI are accurate and are in accordance with the requirements
of the Fair Labor Standards Act and other laws administered by
the U.S.
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Department of Labor's Wage and Hour Division and any
applicable state law. These records submitted to MEI shall
become that basis for MEI to issue all payroll checks MEI
shall not be responsible for incorrect improper or fraudulent
records of hours worked or for improper determination of
exempt status.
m. Client further agrees comply with MEI's workers' compensation
light duty requirements, the Family and Medical Leave Act, and
shall comply with such Drug Free Workplace policies, if any,
as may be implemented by MEI. Client's responsibilities to
reinstate employees and in all other manner to comply with the
Family and Medical Leave Act shall survive termination of this
Agreement.
n. Client acknowledges and agrees that MEI is not engaged in the
practice of law or the Provision of legal service, and that
Client alone is completely and independently responsible for
its own legal rights and obligations.
10. LIABILITY INSURANCE
a. If any leased employee filling a job function is to drive a
vehicle of any kind for Client, Client shall furnish vehicle
liability insurance. The policy shall insure against public
liability for bodily injury and property damage with a minimum
combined single limit of five hundred thousand dollars
($500,000); in states where "no-fault" laws apply, P.I.P. or
equivalent coverage shall apply. Client shall cause its
Insurance carrier to issue a Certificate of Insurance to MEI
allowing not less than ten ( 10) days advance notice of
cancellation or material change. Failure to provide Proof of
Insurance is a material breach and grounds for immediate
termination of contract Client agrees to keep In full force
and effect at all times during that term of this Agreement all
insurance required under this Agreement
b. If any MEI employee participates in actions that result in
bodily injury, property damage or any type of loss, Client
shall file for recovery against its own liability insurance
policy. Client Is required to secure such insurance, including
professional malpractice insurance, as the nature of Client's
business in MEI's judgment is necessary. Client shall
indemnify and hold MEI Indemnified Parties harmless against
any and all claims involving MEI leased employees.
c. Each party hereby waives any claim in its favor against the
other party by way of subrogation or otherwise, which arises
during the Initial or Extended Term of this Agreement, for any
and all loss of or damage of any of its property which loss or
damage is recovered under such polices of insurance, to the
extent that such loss or damage is recovered under such
policies of insurance.
d. Client agrees that during the term of this Agreement it shall
maintain general business liability insurance, including
professional malpractice, with a minimum amount of $500,000
for bodily injury and property damage. Client shall provide
MEI with a Certificate of Insurance, allowing not less than 10
days notice of cancellation or material change.
11. HEALTH BENEFITS PROGRAM
a. MEI may offer a Benefit plan which includes major medical
coverage for all eligible MEI employees who have complied with
MEI's carrier's underwriting requirements and with the
provisions of their employment agreement. Offered benefits are
conditioned upon Client's compliance with this agreement. MEI
reserves the right to refuse to issue medical Insurance to
applicants who do not meet MEI and/or MEI's carrier's
underwriting requirements.
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b. Client/employee shall pay health care contributions when due.
The failure to pay health care contributions when due will
result in the termination of coverage to Client/employee.
MEI reserves the right to require prepayment of health care
contributions.
c. In the event of temporary layoff, Client/employee shall
continue to pay health care contribution payments. If heath
care contributions are not paid promptly, insurance coverage
will lapse pursuant to the terms of that insurance plan. If
coverage is terminated and subsequently the employee returns
to full-time work, he/she will be required to submit proof of
insurability acceptable to MEI and shall be subject to such
other matters as the Insurance company may require.
x. XXX shall comply with the requirement of COBRA for all
eligible employees based upon Federal Regulations. If COBRA
premiums are not paid by the due date, COBRA coverage will
terminate The compliance of MEI shall be conditioned upon
timely reporting requirements of Client. Losses incurred due
to Client's failure to comply shall be at the sole cost and
expense of Client.
e. Insurance coverage shall be subject to the terms and
conditions and modifications thereto, of MEI's group plan,
and/or insurers of the employees of MEI.
12. WORKERS' COMPENSATION INSURANCE AND SAFE WORK ENVIRONMENT
a. MEI shall secure workers' compensation coverage in such
amounts as is required by applicable law and shall be
responsible for the management of workers' compensation
claims, claims filing and related procedures for its leased
employees for services which they perform as leased employees.
x. XXX agrees to furnish Client employees to perform job
functions identified by workers' compensation code
classifications as set forth on the Confidential Data Sheet.
Client warrants that the list of workers' compensation
classifications specified on the Confidential Data Sheet is
accurate and complete; that employees performing these job
functions do so at the location specified in this Agreement as
Client's address. Client understands and agrees that prior
written approval from MEI's workers' compensation carrier must
be obtained prior to the addition of any workers' compensation
classification or location to this Agreement. Client further
agrees that in order for an employee to be covered by workers'
compensation coverage, all the provisions of Section 2 must be
complied with. Client assumes full responsibility for workers'
compensation claims of other Parties hired by party working
for Client, whether as an employee, independent contractor or
in any other status.
c. While MEI shall retain a right of direction and control over
the management of safety risk and hazard control involving
leased employees performing work at Client work sites, as may
be required by applicable state ant federal laws, compliance
with all applicable laws related to such matters is a
responsibility of Client. Client acknowledges that it is
responsible to maintain a safe working environment, provide
proper training in compliance with state and federal OSHA
standards and establish and maintain such safety committees as
may be required by law or by MEI. MEI shall provide such
assistance and maintain such responsibility for performing
safety inspections of Client equipment and premises and
assistance and responsibility for the promulgation and
administration of employment and safety policies as is
required by applicable law; however, Client acknowledges and
MEI in either providing or not providing such assistance and
responsibility assumes no liability.
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d. Client shall provide MEI employees a safe work environment,
and shall comply with all health, safety laws, directives and
rules imposed by any governmental agencies. Client shall
immediately report all accidents and injuries to MEI. Client
agrees to comply at its expense, with specific safety
directives from MEI and/or Clients Workers' Compensation
carrier or any governmental agency having jurisdiction over
the health and safety and work environment of MEI's employees.
e. Client shall provide, keep in good working order and require
use of all protective equipment as required by any
governmental agencies, or regulations, ordinances or
directives, or rules as deemed necessary by MEI or Clients
Workers' compensation carrier. MEI shall have the right to
inspect Client's premises at all reasonable times. Client
shall ensure that all employees follow MEI's safety rules at
all times.
f. Client must notify MEI by telephone as soon as there is an
injury. The failure to timely report an injury may result in a
substantial fine pursuant to applicable law. Any fines or any
other cost incurred due the failure of that Client to timely
adhere to the requirements of injury reporting shall be me
sole and absolute cost and responsibility of Client.
13. MATERIAL BREACH
The following shall be deemed material breaches under the terms of
this Agreement as follows:
a. Failure to pay any monies required under the terms and
conditions of this agreement when due.
b. Client's failure to comply with any directive regarding health
and safety from MEI, or any government agencies.
c. Committing any act that affects MEI's' rights as an employer
of MEI leased employees provided to Client under this
Agreement.
d. Failure to maintain any insurance required under the terms of
this Agreement.
e. A change in the type of business conducted by Client as
determined in the sole and absolute opinion of MEI, or where
at any time, MEI in its sole discretion, determines that a
material adverse change has occurred in the financial
condition of Client, or that Client is unable to pay its debts
as they become due in the ordinary course of business.
f. Client filing for insolvency, bankruptcy or making assignment
for benefit of creditors
g. Misrepresentation or inaccurate reporting of employee payroll
hours is cause for immediate termination of this contract.
14. WHOLE AGREEMENT
This Agreement constitutes the entire Agreement between the parties.
Any other agreement, statement, promise between the parties relating to
that Agreement shall not be modified except by written amendment
executed by both parties. No rights of any third party are created by
this Agreement and no person not a party to this Agreement may rely on
any aspect of this Agreement notwithstanding any representation,
written or oral, to the contrary.
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15. WAIVER
The failure of either party to this Agreement to require performance by
the other party to fail to claim a breach of any provision of this
Agreement shall not be constituted or construed as a waiver of any
subsequent breach nor affect the effectiveness of this Agreement or any
part thereof or prejudice either party as regards to any subsequent
action.
16. VALIDITY
In the event any term of this contract or provision of the Agreement
shall be held to be invalid or unenforceable, the balance of this
Agreement shall remain in full effect.
17. NOTICES
Any and all notices required under the terms of this Agreement shall be
effected by personal delivery, in writing or by registered mail, return
receipt requested. Notices shall be addressed to the parties' principal
places of business or such other address as each party designates in
writing in accordance with this Agreement.
18. DISPUTE RESOLUTION AND GOVERNING LAW
If a dispute arises concerning this agreement it shall be resolved by
arbitration pursuant to the Florida Arbitration Code and the rules of
the American Arbitration Association. This Agreement shall be subject
to the laws of the State of Florida, and that venue shall be Bradenton,
Manatee County, Florida.
19. TIME IS OF ESSENCE
Time is of the utmost essence under the terms and conditions of this
Agreement.
CLIENT NAME:________________________________________________ ______________________________________________________
BY X:_________________________________ _______________ ________________________________ _____________________
CLIENT DATE MEI DATE
BY X:___________________________________________________ ________________________________________________________
OFFICER/CONTROLLING PERSON OFFICER/CONTROLLING PERSON
BY X:_________________________________ _______________
CLIENT DATE
CONFIDENTIAL DATA SHEET
Client Name: Dental Care Alliance, Inc.
OCCUPATIONAL CLASS EST. NO. ESTIMATED SEMI-MONTHLY MEI SERVICE FEE %
CLASSIFICATION CODE OF EE'S PAYROLL RATE
-------------------------------------- ------ -------- ---------------------- -----------------
8810 73 $71,412 110.29%
*NOTES:
1. The MEI Invoice Rate Will Decline as Employees Reach Designated Payroll Wage
Caps Reflected Below:
Wage Cap
-----------------------
Social Security $65,400
Medicare Unlimited
Federal Unemployment $7,000
State Unemployment** $0
**If The State Unemployment Wage Cap is Zero, Then Operations Are In More Than
One State. The Specific State Wage Cap Will Be Utilized.
2. MINIMUM SERVICE FEE PER PAY PERIOD: $50.00
3. ENROLLMENT FEE: Waived
4. INSUFFICIENT FUNDS FEE: $100 Fee Will Be Charged Per Insufficient Fund
Occurrence.
INVOICE PAYMENT METHOD
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Each Pay Period The Client Will Receive An Invoice Utilizing The Above Service
Fee Percentages Plus Any Applicable Benefit Fees, Delivery Fees Or Invoice
Adjustments. MEI Will Receive Invoice Payment Via Automatic Clearing House (ACH)
Transfer. In Order To Assure Timely Invoice Payment And Payroll Delivery, Client
Agrees To Notify MEI Of All Payroll Hours, Salary Changes, Or Any Invoice
Adjustments By 10:00 AM, Two (2) Days Prior To Desired Payroll Delivery.
EFFECTIVE DATE OF CLIENT AGREEMENT: 6-1-97
THE ABOVE MEI RATES ARE NOT BINDING UPON MEI UNTIL ACCEPTED AND INITIALED BELOW
BY AN OFFICER OF MEI.
ACCEPTED BY CLIENT (Initial) ____________ Date: 5-9-97
ACCEPTED BY MEI (Initial) ____________ Date: 6-3-97
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