Summons: TRADESMEN INTERNATIONAL, LLC. vs. ALOHA INNOVATIONS, LLC.

On September 08, 2023 a Summons was filed involving a dispute between Tradesmen International, Llc., and Aloha Innovations, Llc., for CONTRACT - OTHER in the District Court of Cuyahoga County.

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NAILAH K. BYRD
CUYAHOGA COUNTY CLERK OF COURTS
1200 Ontario Street
Cleveland, Ohio 44113

Court of Common Pleas

New Case Electronically Filed: COMPLAINT
September 8,2023 13:54

By: KENNETH BOUKIS 0009916

Confirmation Nbr. 2958615

TRADESMEN INTERNATIONAL, LLC. CV 23 985136

vs.
Judge: MICHAEL J. RUSSO
ALOHA INNOVATIONS, LLC.

Pages Filed: 14

Electronically Filed 09/08/2023 13:54 / / CV 23 985136 / Confirmation Nbr. 2958615 / CLDLJ
IN THE COMMON PLEAS COURT
CUYAHOGA COUNTY, OHIO

TRADESMEN INTERNATIONAL, LLC. ) CASE NO.
P. O. Box 932858 )
Cleveland, OH 44193 ) JUDGE
)
Plaintiff, )
) COMPLAINT
vs. )
)
ALOHA INNOVATIONS, LLC. )
14837 Detroit Avenue )
Lakewood, OH 44107 )
)
Defendant. )

PRELIMINARY

1. Defendant, Aloha Innovations, LLC. (hereinafter ‘Aloha’) and Tradesmen International, LLC.

(hereinafter ‘Tradesmen’) entered into a Master Service Agreement on March 11,2022, a copy of

which is attached hereto as Exhibits “A-l" through “A-5.”

2. Pursuant to the terms of said Agreement Tradesmen agreed to provide and Aloha agreed to accept

skilled labor employees as needed by Aloha.

3. In addition, Aloha’s representative, James Kahee, executed a Credit Application, a copy of which

is attached hereto as Exhibit “B.”

FIRST COUNT

Action on Account

4. Plaintiff fully incorporates herein all of the allegations set forth above.

Electronically Filed 09/08/2023 13:54 / / CV 23 985136 / Confirmation Nbr. 2958615 / CLDLJ
5. Defendant Aloha ordered, received and accepted skilled labor employees from PlaintiffTradesmen,

for which there is a balance due Plaintiff upon an account, a copy of which is attached hereto as

Exhibit “C,”the sum of $9,318.38. Said account is more fully set forth on the invoices attached

hereto as Exhibits “D-l" through “D-5.”

SECOND COUNT

Unjust Enrichment/Quantum Meruit

6. Plaintiff fully incorporates herein all of the allegations set forth above.

7. The services provided by Plaintiff to Defendant conferred benefits upon said Defendant, and

Defendant had knowledge of same.

8. The benefits conferred upon the Defendant are at the expense of and to the detriment of Plaintiff.

9. The reasonable value of the services rendered for the Defendant’s benefit is in the sum of

$9,318.38.

10. Defendant has failed and refused to pay said amount to the Plaintiff, and has thereby unjustly

retained the benefits of the services rendered and/or the benefits conferred by Plaintiff.

WHEREFORE, Plaintiff, Tradesmen International, LLC., demands Judgment as follows: On the First and

Second Counts against Defendant, Aloha Innovations, LLC., in the sum of $9,318.38, with interest at the maximum

legal rate from April 3, 2022, at Defendant’s costs.

Hohmann, Boukis & Curtis Co., L.P.A.
The 820 Building
820 W. Superior Avenue, Suite 230
Cleveland, OH 44113-1800
Telephone (216) 696-1076
Fax (216) 696-2317
E-mail: kboukis@clevelandlawyers.ee

Kenneth Boukis (0009916)
Attorney for Plaintiff

Electronically Filed 09/08/2023 13:54 / / CV 23 985136 / Confirmation Nbr. 2958615 / CLDLJ

-2-
If Office Use Only

'Tradesmen Office it
international

MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”-) is entered into as of Js/Z/Z^gz.^ (the “Effective
Dale”), between Tradesmen International, LLC (“Tradesmen1') and /fl Oka Zfcv/t/g Va/j'omS Z-Z.C-
(“Client").

1. SCOPE. This Agreement contemplates Client and Tradesmen entering into one or more mutually agreeable,
written purchase orders, work orders or bill rate confinnations signed by both parties (a “Work Order") for one or
more projects, wherein Tradesmen provides and assigns one or more of its skilled labor employees (“Assigned
Employees") to provide skilled labor services, on an as-needed basis to Client, The terms of this Agreement shall be
incorporated into each Work Order. Each Work Order is only for the purpose of confirming the work site, applicable
billing rates, the period over which services will be provided and any pre screening criteria for Assigned Employees,
and any other terms referenced in or attached to any Work Order shall be disregarded unless expressly agreed to by
Client and Tradesmen in the Work Order and specifically noted as being applicable notwithstanding the terms of this
Agreement. Client agrees that (I) Tradesmen is neither a guarantor, nor insurer, and will not be liable, except as
expressly provided in this Agreement, for any injury, loss or damage to persons or property or from work stoppages
that may arise in the performance or non-performance of work by Assigned Employees, or the conduct of any other
person at the job site, (ii) the Assigned Employees arc being assigned to Client to supplement Client's existing
capabilities by performing such labor services as Client may determine, direct and supervise under a Work Order and
Tradesmen is not undertaking to provide Client with a specific solution to a particular problem nor is Tradesmen
assuming Client's responsibilities under any contracts which may, directly or indirectly, relate to, or contemplate, the
provision or performance of such labor services, and (iii) as further clarification, all services of Tradesmen (including
its Assigned Employees) will be provided on an “As Is, Where Is” basis without warranty of any kind, whether express
or implied, as to the quality, merchantability, timeliness or fitness for a particular purpose of services it provides. This
Agreement does not obligate Client to order staffing services from Tradesmen, nor does it obligate Tradesmen to
accept requests for staffing services from Client.

2. RELATIONSHIP OF THE PARTIES. The patties expressly intend and agree that in connection with Tradesmen
assigning Assigned Employees under a Work Order, (i) Tradesmen is an independent contractor and not an agent of
Client, and (ii) except as expressly provided in this Agreement, (A) at no time shall Tradesmen and Client be construed
to be a co-employer or joint employer and (B) all Assigned Employees shall at all times be considered to be solely
employees of Tradesmen and not employees or agents of Client.

3. TERM. This Agreement shall commence on the Effective Date and continue until either party provides the other
a written notice to terminate this Agreement, which termination shall be effective thirty (30) days after delivery of
notice of termination. The termination of th is Agreement shall terminate any Work Order. Either parly may terminate
a Work Order effective on the last day of the next calendar week following a party's delivery of a written termination
notice. No termination of a Work Order shall serve to terminate any other Work Order or this Agreement unless
expressly stated in the notice of termination. Upon termination of this Agreement or the applicable Work Order, the
parties shall have no further obligation under this Agreement or the Work Order, except such termination shall not
terminate, affect, or impair any rights, obligations, or liabilities of either party that may accrue prior to such termination
(including fees and indemniiication) or which under the terms of this Agreement survive termination.

4. ASSIGNED EMPLOYEES.
a. Tradesmen Responsibilities. Tradesmen is solely responsible for (i) recruiting, screening, hiring, assigning,
promoting, disciplining, discharging, and where requested by Client, replacing Assigned Employees, (ii) paying
wages, social security taxes and unemployment insurance, and withholding federal and state income taxes,
(iii) providing employee benefits to Assigned Employees, and (iv) handling any applicable workers' compensation
claims, unemployment compensation claims, and FMLA leave requests of the Assigned Employees.

b. Common Law Employer. As the common law employer of the Assigned Employees, Tradesmen has the right
to physically inspect the work site and work processes to assess any potential work site hazards to Assigned
Employees; to conduct post-accident/incident investigations and drug testing; to audit Client's safety and training
records; to review and address Assigned Employees work performance issues; and to enforce 'Tradesmen’s
employment policies relating to Assigned Employees’ conduct at the work site.

TI-106 5/9/18 THE OHIO LEGAL BLANK CO, INC.

I
PLAINTIFF’S 1
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CLEVELAND. OHIO 44102-1799
c. Client Resiwnsibiihies. Client shall (i) sugtervise the Assigned Employees and be responsible for their work
while assigned with Client, including the manner, means ami methods of work to be performed, (ii) not change an
Assigned Employee's job duties or job site location under a Work Order without Tradesmen’s prior written approval,
(iii) supervise, control, and safeguard lite Client’s premises, job sites and projects, processes, and systems, (iv) not
permit any Assigned Employee to operate any vehicle or mobile equipment (off a job site) without the prior written
consent of Tradesmen or within the job classification for such Assigned Employee in the applicable Work Order, and
(v) ensure that the Assigned Employees are provided any meal and rest breaks required by applicable law.

d. Vehicles or Mobile Equipment. If Client requires, directs, authorizes or permits any Assigned Employee to
operate a vehicle or mobile equipment of any kind for Client, then such individual wilt be deemed the employee of
the Client for purposes of insurance. Client accepts full responsibility for claims (except for worker’s compensation
claims of Assigned Employees), including defense thereof, involving injury, property damage, theft, fire, collision,
cargo damage or public liability arising from the operation of any vehicle or mobile equipment by any Assigned
Employee who is required, directed, authorized or permitted to operate the vehicle of any kind for Client.

e. Designation. Client shall have sole discretion to establish the minimum qualifications necessary for the
performance of any service to be rendered pursuant to a Work Order. However, no authority has been conferred upon
Tradesmen by Client to hire any person or persons on behalf of Client. Tradesmen shall have the sole discretion to
determine which of its employees will be designated to become Assigned Employees.

f. Immigration. Tradesmen shall not assign an employee with Client under a Work Order unless the Assigned
Employee is lawfully able to work and/or reside in the United Slates in compliance with federal and state law
immigration requirements applicable to the respective Work Order.

g. Guarantee. Tradesmen represents and warrants that each Assigned Employee under a Work Order shall be of
the quality and have the knowledge required by the applicable job scope under the respective Work Order. Client, in
its sole discretion, may terminate a work assignment at any time for any lawful reason. If Client is not satisfied with
the services provided by an Assigned Employee, Client may, as its exclusive remedy, request Tradesmen to remove
the Assigned Employee so long as such action is not discriminatory under applicable law, and if the notification occurs
within the first four (4) hours of lite first day of the assignment, Client will not be charged for the services of the
Assigned Employee. However, if Client retains an Assigned Employee for more than four (4) hours worked. Client is
responsible for the entire invoice for hours worked and orientation by such Assigned Employee.

h. Non Hire. During the term of this Agreement and for six (6) months thereafter. Client shall not, directly or
indirectly, solicit and/or employ any Tradesmen employee for separate employment or as an independent contractor.

i. Tools: Tradesmen PPE. Tradesmen will instinct its Assigned Employees to wear work hoots, hard hats, high
visibility vests and safety glasses (“Tradesmen PPE") and to carry basic hand tools of the particular trade at the work
site, while Client will supply all other tools, materials and equipment, to Assigned Employees, at Client’s cost.

j. Labor Matters. Client represents and warrants to Tradesmen that it is not, and will not be, bound by any collective
bargaining agreement or a duty to bargain collectively. Client shall immediately notify Tradesmen if Client receives
a request for union recognition, a petition to the NLRB for a union election and if any flow-down provisions of a
prime contract for an applicable Work Order require Tradesmen to accept or recognize any collective bargaining
agreement as a condition to provide services under the Work Order.

k. Safety. Client agrees to provide Assigned Employees with (1) a safe work environment that complies with all
applicable Federal OSH A and/or equivalent state agency standards and (ii) any site-specific safety training and/or site
specific personal protective equipment or any other safety equipment required for their work assignment on the job
site, exclusive of Tradesmen PPE. Client shall inspect, maintain, and replace any site-specific equipment Client
provides to Assigned Employees, as needed. Client agrees (x) to notify Tradesmen of any safety issues involving
Assigned Employees, as soon as it learns of them, (y) to promptly notify Tradesmen of any accident or medical
treatment of any Assigned Employee, and (z.) to promptly provide Tradesmen a completed incident report of the
accident/medical treatment, with Tradesmen having the right to conduct an onsite investigation with Client’s
cooperation. Client shall be responsible for all OSHA and similar recordkeeping responsibilities required by law in
the performance and execution of the terms of this Agreement and each Work Order.

5. FEES.
a, Prevailing Wage Projects. Cirent shall be responsible for (i) prior notification to Tradesmen of any and all
projects that support a contract with a federal, stale or local government and (ii) the accuracy of any applicable
prevailing wage determinations. Should Client fail to notify Tradesmen ofan applicable prevailing wage or provide
accurate wage determinations. Tradesmen reserves the right to bill Client the difference in lite rate for all hours worked
plus any statutoiy or regulatory costs associated with such rate difference. If required for the project, all invoices shall
be accompanied by certified payroll records.

Tl - 406 5/9/18
2

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CLEVELAND, OHIO 44102-1799
b. Time Cards. Assigned Employees will submit their time cards to Client weekly, with Client being responsible
lor the accuracy of time records. Client agrees to approve and sign documentation of lime worked presented to it by
Tradesmen’s employees, and to designate one or more representatives of Client to sign the documentation on behalf
of Client. Once the applicable documentation by Client is received, no credits will be provided to Client for the time
worked as reflected in such documentation, unless a credit is necessary because of a mistake of Tradesmen or
Tradesmen’s employees.
c. Fee Calculation. Client shall pay Tradesmen fees equal to the agreed-upon hourly rates of the Assigned
Employees set forth in the applicable Work Order multiplied by the number of hours worked by the Assigned
Employees. Fees do not include any applicable sales, use, or similar taxes, which Tradesmen may add to, and paid by
Client as part of, the fees or otherwise on demand. Tradesmen may charge Client (i) a two (2) hour, show-up fee for
each Assigned Employee unless Client notifies Tradesmen of work being called off at least two (2) hours before show-
up time, and (ii) each Assigned Employee’s time at their respective bill rate for (A) transporting (whether by the Client
or the Assigned Employee) the Assigned Employee from the initial pick up point to the final drop off point and (B)
Client training or orientation. Bill rates increase to 1.5 limes the applicable hourly bill rate for each hour of overtime
work an Assigned Employee works or as required under applicable law. If an Assigned Employee is required to use
the Assigned Employee’s own vehicle to transfer job sites during the work day, Client shall be billed $.30 per mile.

d. Payment Ferms. Client will be billed weekly and shall pay any invoice amount upon receipt of the invoice.
Tradesmen may charge interest at 1.5% per month or, if less, the maximum rate allowed by applicable law, on all
amounts not paid within thirty (30) days of the invoice date. If Client fails to make a payment or any portion thereof
when due, Tradesmen may, and without waiving any other rights it may have, suspend performance of any Work
Order until all amounts owing to Tradesmen are fully paid, and Client agrees to pay all collection costs and expenses
(including reasonable attorney's fees) incurred by Tradesmen in collection. Client shall immediately notify Tradesmen
of disputed invoice amounts.

6. INSURANCE.
a. Worker’s Compensation. Each party shall procure and maintain workers’ compensation and U.S. Longshore and
Harbor Workers (as applicable) coverage (and cause its applicable affiliates, agents or subcontractors delegated to
perform hereunder to) on its employees complying with statutoiy requirements in the jurisdiction in which the work
is performed with limits of not less than those required by applicable law (each accident, bodily injury by disease each
employee, and bodily injury by disease policy limit), and Tradesmen shall also provide an alternate employer
endorsement in favor of Client. It is the intent of the parties that Client be afforded the maximum protection afforded
by law tinder the applicable worker’s compensation statute for injuries occurring to Assigned Employees working
under this Agreement. In those jurisdictions where Client is not afforded the protection of an exclusive remedy under
the worker’s compensation statute unless Assigned Employees are deemed to be loaned employees of the Client for
purposes of worker’s compensation. Tradesmen will, upon Client’s request, take commercially reasonable means to
ensure that its employees working under this Agreement are considered loaned employees to Client for purposes of
worker’s compensation and nothing in this Agreement shall be construed as prohibiting such an arrangement.

b. Commercial General Liability. Each parly shall procure and maintain commercial general liability insurance
coverage, on an occurrence basts, including broad form property damage, personal injury, operations, completed
operations and contractual liability coverage, including coverage for the indemnity and hold harmless obligations of
the party under this Agreement, with limits of not less than $ 1,000,000 per occurrence.

c. Waiver. Tradesmen and Client each waives all rights of recovery and shall cause its insurers to waive their rights
of subrogation against the other party and any of their agents and employees, for loss or damage covered by the
insurance maintained by the party pursuant to this Agreement. Such waivers wi 11 be effective as to a person or entity
even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not
pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in
the property damaged. Such waiver shall also apply to the extent that any deductible or self-insured retention applies
to any such policy and to the extent that the insured party is underinsured.

d. Primary Nature. The insurance furnished by a party shall be deemed primary and non-contributing to the extent
of the party's indemnification obligations under this Agreement.

e. Certificates of Insurance. Upon a reasonable written request, each party shall (and/or cause its applicable
affiliates, agents and subcontractors delegated to perform hereunder to) deliver certiticate(s) of insurance to the other
party as a certificate holder, showing the policies, limits and coverage required under this Agreement.

f. OCIP/CCiP. If, on a specific project, it is detemiined that the owner or a prime contractor will be providing
wrap-up insurance under an owner-controlled or contractor-controlled insurance program f“ OCIP/CCIP") that
provides insurance coverage that would otherwise be required to be provided by the Tradesmen under this Agreement,
then (i) Client shall be responsible for prior notification to Tradesmen of any and all terms of theOCIP/CCIP insurance

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CLEVELAND, OHIO 44102-1799
program for the project; and (ii) Tradesmen will not be required to provide insurance required by this Agreement to
the extent the same is provided by such owner or prime contractor.

g. Failure to Procure Insurance. In the event (hat a party does not procure and maintain insurance as required to
be obtained by the party under the foregoing terms of"this Section 6. then such party agrees that with respect to loss
or damage or related claims or expenses arising out of said damage or loss, the party shall assume all liabilities, even
liabilities to third parties, as though insurance had been procured and policies had been issued.

7. INDEMNIFICATION.

a. By Tradesmen. To the fullest extent permitted by law, Tradesmen s'hall indemnify, defend (third-party claims at
Client’s option) and hold harmless Client from and against any fees, claims, demands, judgments, settlements, causes
of action, damages, liabilities, taxes, actual, out-of-pocket reasonable costs and expenses (including reasonable
attorneys’ fees) (“Loss”) relating to or arising from (i) Tradesmen’s breach of this Agreement and/or a Work Order,
(ii) unlawful, reckless or malicious acts or omissions committed by an Assigned Employee, (iii) personal injury claims
of an Assigned Employee covered by worker’s compensation coverage required under this Agreement, and
(iv) violations of applicable federal, state or local laws, statutes or regulations by Tradesmen, provided, that, in no
instance shall Tradesmen shall have any obligation to indemnify Client for Loss arising from (A) the work product of
the Assigned Employees, including, without limitation, defective work, product warranty or product liability claims,
or (B) an Assigned Employee operating any vehicle or mobile equipment where such operation is an element or part
of the services to be provided by such Assigned Employee for Client or has been required, directed, authorized or
permitted by Client.

b. By Client. To the fullest extent permitted by law. Client agrees to indemnify, defend (third-party claims at
Tradesmen’s option) and hold harmless Tradesmen from and against any Loss relating to or arising from (i) Client’s
breach of this Agreement and/or a Work Order, (ii) acts or omissions of Client, client's employees and Assigned
Employees, (iii) violations of applicable federal, state or local laws, statutes or regulations by Client, (iv) personal
injury claims of a Client employee, (v) any work product of any Assigned Employee (including, without limitation,
defective work, product warranty or product liability claims), and (vi) an Assigned Employee operating any vehicle
or mobile equipment where such operation is an element or part of the services to be provided by such Assigned
Employee for Client or has been required, directed, authorized or permitted by Client, provided, that, in no instance
shall Client have any obligation to indemnify Tradesmen for Loss arising out of (A) unlawful, reckless or malicious
acts or omissions committed by an Assigned Employee or (B) personal injury claims of an Assigned Employee
covered by worker's compensation coverage required under this Agreement. For further clarification, "Client” under
Sections 7(b)(i)-(iv) and (vi) includes any affiliate, agent or subcontractor that fulfills the obligations of Client under
this Agreement and the applicable Work Order.

c. Limitations. “Loss” excludes any punitive, exemplary, special or consequential damages and any lost profits or
other economic damages, even if advised of the possibility of such loss or damage. In the event of concurrent and/or
contributory negligence (if applicable), each applicable party shall be responsible for indemnity in relation to their
respective negligence.

d. Right to Control, In any instance where a claim for indemnity is, or could be, asserted by a party (in such
instance, the “indemnified party”), the other party (in such instance, the “indemnifying, party") shall have a right, at
its expense, to elect to control the defense of such claim with counsel of its own choice and settle such claim.

8. COMPLIANCE WITH LAWS. Each party shall comply with all applicable laws, rules, regulations and orders in
performing its obligations under this Agreement and each Work Order, including, but not limited to, environmental,
health and safety, immigration and equal employment opportunity.

9. EQUAL OPPORTUNITY EMPLOYER. Each party is an equal opportunity employer wherein Tradesmen agrees
to hire and assign employees to Client, and Client agrees to accept and direct Assigned Employees, regardless of race,
sex, color, religion, creed, ancestry, national origin, disability, age, marital status, veteran status, or any other protected
class status pursuant to applicable law. In this regard, the parties agree that, only to the extent applicable to each such
party, they will abide by the requirements relating to the notice of employee rights under applicable labor laws.
10- NOTICES. All notices and other communications (including notices of all asserted claims or liabilities) required
or desired to be given or sent by one party to the other party shall be in writing, shall be addressed to the other party
at such address arid contact information that the notifying party may designate to the other party in accordance with
this Section 10. and shall be deemed to have been given (i) on the date of delivery, if personally delivered to the party,
(ii) five (5) calendar days after mailing if mailed, with proper postage, by certified or registered airmail, postage
prepaid, return receipt requested, (iii) on the date of receipt if transmitted during regular business hours by an
electronic communications method with confirmation of transmission, or (iv) two (2) business days after delivered to
a nationally recognized overnight courier service marked for overnight delivery.

Tl • 406 5/9/18 THE OHIO LEGAL BLANK CO.. INC

I
4 PLAINTIFF’S
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CLEVELAND. OHIO 44102-1799
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Case Info

Judge

MICHAEL J RUSSO Track Judge’s New Case

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Document Filed Date

September 08, 2023

Case Filing Date

September 08, 2023

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Summons: TRADESMEN INTERNATIONAL, LLC. vs. ALOHA INNOVATIONS, LLC.

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