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<br /> TERRA Staffing Group—SERVICE AGREEMENT i `% ij TERRA
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<br /> This Agreement made between 51/1/9/64+1Y jl�"1( ,(hereafter referred to as"Customer")and TERRA Services,Inc.d/b/a TERRA
<br /> Staffing Group(hereafter referred to as`TERRA"),with its principal place of business at 1000 SE Everett Mall Way,Suite 301,Everett,
<br /> Washington 98208. -
<br /> (1) Description of Work;Services-Customer engages TERRA to assist it with its staffing and payroll needs as further described in Exhibit 1
<br /> ("Services").Customer will contact TERRA with a staffing or payroll need and TERRA will provide Customer with candidates for
<br /> Customer's position(s)("Candidates"). Selected Candidates will be employees of TERRA,except under Direct Hire Placement,and
<br /> assigned to Customer("Placed Employee"or"Payroll Employee",collectively"Employee"). As the employer of an Employee,TERRA
<br /> will perform all activities required by employers including maintenance of personnel and payroll records,payment of all wages,
<br /> calculation and payment of taxes,and the provision of insurance(including coverage for qualifying Employees pursuant to the Patient
<br /> Protection and Affordable Care Act)and Workers'Compensation. TERRA retains the right to hire,assign,re-assign,or terminate its
<br /> employees(including Placed Employees)at any time.
<br /> (2) Fees and Payment.The fees due to TERRA in connection with the Services are set forth in Exhibit 1("Fees"). TERRA will invoice
<br /> Customer weekly for the Services based on time submitted by the Placed Employee. Submitted time will be deemed conclusive as to
<br /> the number of compensable hours worked unless Customer disputes the hours within 10 business days following the invoice. Direct
<br /> Hire placements and conversions to permanent positions will be billed upon acceptance of employment by a Candidate or Placed
<br /> Employee with Customer. Invoices are due upon receipt. Invoices more than 30 days past due will be assessed a finance charge of
<br /> 12%per annum. Late payments,bounced checks or credit cards that fail to process will incur bank fees and an administrative fee of
<br /> $50 per invoice. Customer will pay any costs of collections including,but not limited to,interest,attorney's fees and collection
<br /> agency fees.TERRA reserves the right to change rates and terms of service at any time,but agrees to notify Customer at least 30
<br /> days prior to the effective date of such changes.
<br /> (3) Customer's Obligations.
<br /> (a)Customer agrees to provide Employees with a suitable workplace in compliance with all applicable Federal,State and local laws.
<br /> (b)If Customer requires Employees to abide by certain of its internal safety rules and regulations,Customer will furnish to TERRA
<br /> copies thereof.Customer agrees to provide Employees assigned to it safety and health training specific to performing the work. In
<br /> the event the work requires the use of any personal safety equipment,TERRA and Customer agree to mutually arrange for the
<br /> provision thereof.
<br /> (c) Customer warrants that Employee will not be subjected to unlawful discrimination or harassment while on assignment at
<br /> Customer's place of business.Customer has a policy prohibiting discrimination and harassment that has been distributed to all of
<br /> `°j its employees.Customer will promptly notify TERRA of any instances of alleged discrimination or harassment that in any way
<br /> _ elate to Employees,including as witness.
<br /> (d) ustomer agrees that Customer's standard employee policies and practices will apply to Employees as they do to Customer's
<br /> 11.1 employees.
<br /> (e)Customer warrants that it has provided to TERRA accurate information relating to Employees'employment status,pay rate and
<br /> "'Zither employment and payroll related information,
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<br /> ter„ ys.
<br /> 1 '• (g) Customer will maintain in effect during the term of this Agreement any and all Federal,State and/or local licenses and permits
<br /> which may be required of employers generally and for the operation of its business specifically. •
<br /> (4) TERRA's Obligations.
<br /> (a)TERRA will maintain in effect during the term of this Agreement any and all Federal,State and/or local licenses and permits which
<br /> may be required of employers generally and for the operation of its business specifically.
<br /> (b)TERRA will maintain during the term of this Agreement at least the following types and limits of insurance or other coverage:
<br /> (i) Worker's compensation insurance on Employees,in amounts no less than required by law;
<br /> (ii) A Fidelity.Bond policy in the amount of$10,000;
<br /> (iii) A Liability Property Damage policy in the amount of$2,000,000;
<br /> (iv) Commercial General Liability insurance,including personal injury,contractual liability and property damage,with a
<br /> $1,000,000 combined single limit per occurrence.TERRA will provide Customer with certificates of this insurance
<br /> coverage upon request. .
<br /> (c) TERRA will be responsible for maintenance of all personnel and payroll records,payment of all Employee wages,calculation and
<br /> payment of taxes and provision of insurance and Workers.Compensation. TERRA reserves the right to refuse to provide services
<br /> for any Employee deemed to pose an unacceptable risk or for any job deemed to pose an unacceptably high level of hazard.
<br /> (5) Limitation of Liability.TERRA does not warrant or guarantee that any Candidate or-Employee will produce any particular result or
<br /> any solution to Customer's particular needs.As Customer is responsible for directing and supervising the performance of Employee,
<br /> TERRA will not be liable(i)for any claims,costs,expenses,damages,obligations or losses arising from or in connection with the acts
<br /> or omission of any Candidate or Employee or(ii)for any indirect,special or consequential damages(including,but not limited to,
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