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Filing # 196539782 E-Filed 04/19/2024 03:28:05 AM
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
GRUS SERVICES, LLC,
Plaintiff,
vs. Case No.
COHESIVE NETWORKS, INC. d/b/a PEOPLEHRO and
COHESIVE NETWORKS 2, INC. d/b/a PEOPLEHRO,
Defendants.
COMPLAINT
Plaintiff, GRUS SERVICES, LLC, by and through its undersigned counsel, files this
Complaint against Defendants, COHESIVE NETWORKS, INC. d/b/a PEOPLEHRO
(“Cohesive”) and COHESIVE NETWORKS 2, INC. d/b/a PEOPLEHRO (“Cohesive 2”) and
alleges as follows:
THE PARTIES, JURIDISCTION, AND VENUE
1 GRUS SERVICES, LLC (“Grus Services”) is a Florida Limited Liability Company.
2. During all times material hereto, Grus Services’ principal address was 3209 E. 3" Ave.,
Tampa, Florida located in Hillsborough County, Florida.
3. COHESIVE NETWORKS, INC.’s principal address is 3501 E. Frontage Road, Tampa,
Florida located in Hillsborough County, Florida.
4. COHESIVE NETWORKS 2, INC.’s principal address is 3501 E. Frontage Road, Tampa,
Florida located in Hillsborough County, Florida.
5. Cohesive Networks, Inc. and Cohesive Networks 2, Inc. shall be referred to collectively
herein as “People”.
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6. This Court has subject-matter jurisdiction over this action pursuant to § 26.012, Florida
Statutes, because the amount in controversy exceeds $50,000.00, exclusive of interest, costs and
attorneys’ fees.
7. The Court has personal jurisdiction over Defendants, pursuant to § 48.193(1)(a)1, Florida
Statutes, as they operate, conduct, engage in, or carry on a business or business venture in this
state, including having an office or agency in Florida, out of which these causes of action arise.
8. Venue is proper in Hillsborough County, Florida, pursuant to § 47.051, Florida Statutes as
the cause of action accrued in this county.
9. Venue is proper in Hillsborough County, Florida, pursuant to § 47.051, Florida Statutes as
Cohesive and Cohesive 2, maintain offices within Hillsborough County through which they
transact their customary business.
10. Pursuant to Section 17 (S) of the Client Service Agreement between Cohesive, Cohesive
2, and Grus Services, venue is proper in Hillsborough County, Florida.
11. All conditions precedent to bringing this action have occurred, have been satisfied, or are
waived.
GENERAL ALLEGATIONS
12. People is a professional employer organization (“PEO”) offering services to businesses
such as payroll and human resources support and benefits and workers’ compensation insurance
administration.
13. On August 3, 2017, Grus Services entered into a Client Services Agreement (“CSA”) with
People to utilize People’s PEO services. A true and correct copy of the August 3, 2017 CSA is
attached as Exhibit “A”.
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14. Pursuant to the CSA, Section 7A and 7B, People assumed responsibility for the payment
of wages to Grus Services’ employees and was contractually obligated to withhold, collect, report,
and remit payroll-related and unemployment taxes.
15. In addition to regular payroll tax and unemployment tax withholding, People also assumed
a contractual obligation to claim the Employee Retention Tax Credit (“ERTC”) for Grus Services.
A true and correct copy of the July 22, 2021 CSA Amendment (the “July 2021 Amendment”)
detailing these obligations is attached as Exhibit “B”.
16. Subsequent to the July 2021 Amendment, Grus Services signed an additional amendment
to the CSA, effective September 10, 2021 (the “September 2021 Amendment”). A true and correct
copy of the September 2021 Amendment is attached as Exhibit “C”.
17. The ERTC is a tax credit initiated pursuant to the Coronavirus Aid, Relief, and Economic
Security (CARES) Act, subsequently amended by the Consolidated Appropriations Act of 2021,
American Rescue Plan Act, and the Infrastructure Investment and Jobs Act.
18. The ERTC is a pandemic-era tax incentive for businesses.
19. The ERTC is available to eligible employers, based on a multitude of eligibility factors, for
wages paid from March 12, 2020 to September 30, 2021.
20. Grus Services met the eligibility factors for multiple quarters between March 12, 2020 and
September 30, 2021.
21. Since the ERTC is a tax incentive based on wages paid to employees, and People assumed
responsibility for paying Grus Services’ employees and withholding taxes between March 12,
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2020 and September 20, 2021, People was the only avenue by which Grus Services could claim
the ERTC. !
22. Therefore, on July 26, 2021 Grus Services submitted to People, People’s Client Attestation
for Employee Retention Tax Credit Year 2020 (“2020 Attestation”).
23. Grus Services was eligible for first quarter, second quarter, and fourth quarter 2020 ERTC
reimbursements.
24. On February 1, 2022, Grus Services submitted to People, People’s Client Attestation for
Employee Retention Tax Credit Year 2021 (“2021 Attestation”).
25. Grus Services was eligible for first quarter, second quarter, and third quarter 2021 ERTC
reimbursements.
26. In July 2022, Grus Services began experiencing multiple payroll errors.
27. These errors included People using the wrong pay rate for Grus Services’ employees, taking
incorrect deductions pertaining to employees’ health insurance, sending payroll to an inactive bank
account, and missing payroll altogether causing employees to go unpaid, among other issues.
28. After weeks of no cooperation to fix the errors, Grus Services sought the help of People’s
President, John Hardin. The September 14, 2022 and September 23, 2022 emails detailing the
many errors Grus Services experienced are attached as Exhibit “D”.
29. On October 10, 2022 Grus Services spoke with People’s President, John Hardin, on the
phone to voice its frustration and request assistance with terminating the CSA.
1 “When an employer uses a PEO to pay its employment taxes and satisfy its employment tax return filing obligations,
the PEO is the taxpayer before the IRS.” Depart of The Treasury Internal Revenue Service, Associate Chief Counsel,
“Number 2023-001”, September 29, 2022.
Upon information and belief, People entered into a partnership with Vensure Employer Services, Inc. (“Vensure”) on
or around January 13, 2022. Vensure is also a PEO offering the same or similar services as People. Following the
partnership announcement, all of People’s employees began using Vensure email addresses. Grus Services never
signed a contract with Vensure.
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30. During the October 10, 2022 phone call, People’s President, John Hardin, told Grus
Services that he could not provide assurance that the problems would resolve and he confirmed
that Grus Services could terminate the CSA without being charged an early termination fee.
31. On October 31, 2022, Grus Services provided written notice of its desire to terminate the
CSA.
32. Grus Services provided four options for effective termination dates that People could
choose from. The options included November 6, 2022, November 13, 2022, November 20, 2022,
and November 27, 2022.
33. Out of the four dates provided, People chose to terminate the CSA, effective November 20,
2022, with the final check date being November 25, 2022. A true and correct copy of the October
31, 2022, email with termination notice and notice of the final check date is attached as Exhibit
“ER”,
34. Despite termination of the CSA, People was obligated to file and distribute ERTC
reimbursements that Grus Services is entitled to for 2020 and 2021.
35. On November 16, 2021, People’s Finance Manager, Vu Bui, stated that 2020 ERTC filings
would be mailed to the Internal Revenue Service (“IRS”) that day. Vu Bui’s email also indicated
that the processing time as of that date was approximately three to six months. A true and correct
copy of this email is attached as Exhibit “F”.
36. As of the filing of this Complaint, it has been over two years since the ERTC filings were
allegedly sent to the IRS.
37. In response to a request for ERTC filing dates, on April 6, 2022 People’s Client Service
Professional, Tracey Keaton stated, “The amended 941’s for 2020 were filed on 11.17.21 for
Grus.” A true and correct copy of this email exchange is attached as Exhibit “G”.
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38. On August 23, 2022, following multiple requests for an update from Grus Services,
Division Vice President, Jake Hardin, indicated in an email that, “We received the first 2 quarters
ERC credits of 2020 from the IRS.” A true and correct copy of the August 23, 2022 email is
attached as Exhibit “H”.
39. The same August 23, 2022 email indicated, “Kara (CFO) is reviewing the back-up and we
should be able to disburse these 2 quarters by the end of August. As for the other quarters we are
still waiting on refunds from the IRS”.
40. To date, Grus Services has not received ERTC reimbursements from People for the first
two quarters of 2020.
41. On January 13, 2023, People reimbursed Grus Services for Grus Services’ fourth quarter
2020 ERTC, in the amount of $234,266.00.
42. However, People failed to reimburse Grus Services for the IRS interest that Grus Services
is due in addition to the $234,266.00.
43. Upon information and belief, People has received all ERTC reimbursements which Grus
Services is entitled to, but has failed to distribute the reimbursements to Grus Services.
44. Since providing the 2020 Attestation and 2021 Attestation to People, Grus Services has
followed up numerous times to request an update on the filing status of each amendment.
45. On April 11, April 14, and April 25, 2023 Grus Services requested an update regarding its
ERTC reimbursements. True and correct copies of these emails are attached as Exhibit “I”.
46. On June 6, 2023, John Hardin provided an update to Grus Services indicating that People
was still waiting for the IRS to return the credits. This statement not only contradicts an earlier
statement from People’s Finance Manager, Vu Bui, regarding the processing time being only three
to six months (see Exhibit F), but also contradicts Division Vice President, Jake Hardin’s
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statement from August 2022 stating that People had already received the first two quarters for 2020
from the IRS (see Exhibit H). A true and correct copy of the June 6, 2023 email is attached as
Exhibit “J”.
47. On September 7, 2023 Grus Services requested an update from Division Vice President,
Jake Hardin. A true and correct copy of this email is attached, see Exhibit “H”. On October 13,
2023 Grus Services requested an update regarding its ERTC reimbursements. A true and correct
copy of this email is attached as Exhibit “K”.
48. People failed to provide Grus Services with ERTC reimbursements it is entitled to for
Quarter 1 2020, Quarter 2 2020, Quarter 1 2021, Quarter 2 2021, and Quarter 3 2021.
49. People has improperly retained Grus Services’ ERTC reimbursements and ERTC interest.
50. Grus Services has retained the law firm of Shumaker, Loop & Kendrick, LLP
(“Shumaker”) to represent it in connection with this action and it is obligated to pay Shumaker for
all attorneys’ fees and other costs incurred as a result.
51. Pursuant to Section 17T of the CSA, the prevailing party in any action to enforce
the CSA, shall be awarded costs and reasonable attorney’s fees incurred at all levels of
proceedings.
COUNT I: COHESIVE’S BREACH OF CONTRACT
52. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if restated
herein.
53. The CSA, including the July 2021 Amendment and the September 2021 Amendment, is a
valid and enforceable contract between Cohesive and Grus Services.
54. Cohesive breached the CSA, the July 2021 Amendment, and the September 2021
Amendment, by failing to pay Grus Services for ERTC reimbursements due and owing for:
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Quarter 1 2020 - $104,784.00
Quarter 2 2020 - $75,608.00
Quarter 1 2021 - $377,038.86
Quarter 2 2021- $263,867.04
Quarter 3 2021- $760,626.12
55. Additionally, Cohesive breached the July 2021 Amendment, by failing to pay Grus
Services the IRS interest payments associated with each ERTC reimbursement, including the IRS
interest associated with the ERTC reimbursement for fourth quarter 2020, in the amount of
$234,266.00, previously paid to Grus Services.
WHEREFORE, Grus Services requests that this Court enter a judgment against Cohesive:
(a) awarding Grus Services all damages to which it is entitled as a result of Cohesive’s breach
of the CSA, the July 2021 Amendment, and the September 2021 Amendment, according
to proof at trial, together with pre- and post-judgment interest;
(b) awarding Grus Services its attorneys’ fees, costs and expenses; and
(c) awarding Grus Services all other relief to which it may be entitled at law or in equity.
COUNT II: COHESIVE 2’S BREACH OF CONTRACT
56. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if restated
herein.
57. The CSA, including the July 2021 Amendment and the September 2021 Amendment is a
valid and enforceable contract between Cohesive 2 and Grus Services.
58. Cohesive 2 breached the CSA, the July 2021 Amendment, and the September 2021
Amendment, by failing to pay Grus Services for ERTC reimbursements due and owing for:
a. Quarter 1 2020 - $104,784.00
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Quarter 2 2020 - $75,608.00
Quarter 1 2021 - $377,038.86
Quarter 2 2021- $263,867.04
Quarter 3 2021- $760,626.12
59. Additionally, Cohesive 2 breached the July 2021 Amendment by failing to pay Grus
Services the IRS interest payments associated with each ERTC reimbursement, including the IRS
interest associated with the ERTC reimbursement for fourth quarter 2020, in the amount of
$234,266.00, previously paid to Grus Services.
WHEREFORE, Grus Services requests that this Court enter a judgment against Cohesive
(a) awarding Grus Services all damages to which it is entitled as a result of Cohesive 2’s
breach of the CSA, the July 2021 Amendment, and the September 2021 Amendment,
according to proof at trial, together with pre- and post-judgment interest;
(b) awarding Grus Services its attorneys’ fees, costs and expenses; and
(c) awarding Grus Services all other relief to which it may be entitled at law or in equity.
COUNT III: COHESIVE’S UNJUST ENRICHMENT
60. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if fully restated
herein.
61. Grus Services alleges, in the alternative to its breach of contract claim against Cohesive,
that it is entitled to recover under the doctrine of unjust enrichment if it is determined that the
existing contract does not cover the subject matter of the dispute between Grus Services and
Cohesive.
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62. On July 22, 2021, July 26, 2021 and February 1, 2022, Grus Services conferred a benefit
on Cohesive when it authorized Cohesive to receive ERTC reimbursements on Grus Services’
behalf.
63. The ERTC reimbursements belong to Grus Services.
64. The interest payments, provided by the IRS in connection with the ERTC reimbursements,
also belong to Grus Services.
65. It is unjust to permit Cohesive to retain the IRS interest.
WHEREFORE, Plaintiff, Grus Services, LLC, demands judgment against Defendant,
Cohesive Networks, Inc. d/b/a Peoplehro, in an amount to be determined at trial, plus costs,
interest, and all other relief that the Court deems just and proper.
COUNT IV: COHESIVE 2’S UNJUST ENRICHMENT
66. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if fully restated
herein.
67. Grus Services alleges, in the alternative to its breach of contract claim against Cohesive 2,
that it is entitled to recover under the doctrine of unjust enrichment if it is determined that the
existing contract does not cover the subject matter of the dispute between Grus Services and
Cohesive 2.
68. On July 22, 2021, July 26, 2021 and February 1, 2022, Grus Services conferred a benefit
on Cohesive 2 when it authorized Cohesive 2 to receive ERTC reimbursements on Grus Services’
behalf.
69. The ERTC reimbursements belong to Grus Services.
70. The interest payments, provided by the IRS in connection with the ERTC reimbursements,
also belong to Grus Services.
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71. It is unjust to permit Cohesive 2 to retain the IRS interest.
WHEREFORE, Plaintiff, Grus Services, LLC, demands judgment against Defendant,
Cohesive Networks 2, Inc. d/b/a Peoplehro, in an amount to be determined at trial, plus costs,
interest, and all other relief that the Court deems just and proper.
Dated: April 19, 2024 SHUMAKER, LOOP & KENDRICK, LLP
By: 4s/ W. Jan Pietruszka
W. JAN PIETRUSZKA, ESQ.
Florida Bar No. 0188794
jpietruszka@shumaker.com
dmazzarella@shumaker.com
ELIZABETH D. MONTALVO, ESQ.
Florida Bar No. 125386
montalvo@shumaker.com
dmazzarella@shumaker.com
101 East Kennedy Blvd., Suite 2800
Tampa, Florida 33602-5151
Telephone: (813) 229-7600
Fax: (813) 229-1660
Attorneys for Plaintiff
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EXHIBIT
A
PE@PPLE’ PEOPLE® Client Service Agreement
This Client Service Agreement (hereinafter “Agreement") is entered this 3 day of JUST, 2017, by and between
the following parties:
r nizi n_ (“PEO”” hi ar re " "ys
Cohesive Networks, Inc., a Florida corporation, and Cohesive Networks 2, Inc., a Florida corporation
with a principal place of business at 4224 Henderson Boulevard, Tampa, Florida 33629, and
i Co! iny (here: “Chi. Wy.
Grus Services LLC, a Florida limited liability company with a principal place of business at 3209 East 3rd Avenue Tampa,
Florida 33605.
1. UNDERSTANDING OF THE PARTIES
This Agreement sets forth the allocation of rights, duties, obligations and responsibilities of the parties in this PEO contractual
relationship. The parties intend to enter into a co-employment relationship and not a joint employment relationship. It is the
intent of the parties that any wording contained in this Agreement which is mandated by law to be included in this Agreement
shall not be indicative of liability. This Agreement shall commence on the following date:
September 4, 2017 (“Commencement Date”),
2. DOCUMENTS INCLUDED IN AGREEMENT (incorporated by reference)
State Addenda
Exhibit A: Scope of Services
Exhibit B: Fee Schedule
Exhibit C: Standard Fees, Costs and Expenses
Client Specific Addendum (if applicable)
Guaranty
Request for Certificate of Insurance
Loss Control Safety Requirements
Credit Release Authorization
3. CLIENT STATEMENT REGARDING EMPLOYEES AND WORKERS’ COMPENSATION (“WC”) COVERAGE
(Client must notify PEOPLE within five (5) days if this information changes during the term of this Agreement.)
A All of Client’s employees will be co-employed by PEOPLE pursuant to this Agreement. Kyes CNo
If “No”, Client has a “Divided Workforce”. PEOPLE has no obligation or responsibility regarding any employees of Client
not covered by this Agreement. Client is responsible for maintaining WC insurance coverage for any employees not
covered by this Agreement. Information below must be provided:
Client WC Insurance Carrier Name:
Client WC Insurance Policy No:
Select one:
® PEOPLE shall maintain WC insurance coverage for all “Members” (as defined in Section SA), see Section 8A.
QO Client shall maintain WC insurance coverage for all “Members” (as defined in Section 5A), see Section 8B.
oO Client shall maintain WC insurance coverage for all “Members” (as defined in Section 5A); and PEOPLE shall
provide limited WC administration as set forth in Section 8C.
If Client shall maintain WC insurance coverage for all Members, a certificate of insurance must be provided to PEOPLE.
Also, provide the following information:
Client WC Insurance Carrier Name:
Client WC Insurance Policy No:
4 ELECTION OF EMPLOYEE BENEFITS (Check all applicable boxes.)
Oo Client elects to participate in PEOPLE's voluntary core group benefit plans (vision, dental, short-term disability, long-
term disability, & supplemental life).
o Client elects to participate in PEOPLE's core group health insurance plan as well as PEOPLE’s voluntary core benefit plans
(vision, dental, short-term disability, long-term disability, & supplemental life). Client contribution is required for health
insurance.
Oo Client elects to participate in PEOPLE's Multiple Employer 401(k) Plan.
oO Client elects to sponsor and provide to Members health, dental, and/or vision insurance plans, and/or a retirement plan,
if any.
PEOPLE CSA for Grus Services LLC
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PE@>PLE’ PEOPLE® Client Service Agreement
5. MEMBERS
A. General. All employees of Client shall become “Members” after completion and receipt of required information as
designated in Section 5A unless otherwise designated in Section 3. (Members are defined as employees of Client who
become co-employed by PEOPLE for certain purposes pursuant to this Agreement.) Client solely engages the services
or labor of the Members. Members are co-employed by PEOPLE on an “At-Will” basis. PEOPLE is not a party to, and has
no responsibility for, any employment agreements between Client and Members. No Member may perform any work in
a state other than those other states listed on Exhibit B without the prior written approval of PEOPLE and adjustment of
the fees, as applicable. No independent contractor or subcontractor shall be a Member.
Workers’ Compensation (“WC”) Classification Codes. Members’ job functions shall be identified by WC classification
codes. Client represents that the WC classification codes are accurate and complete and the Members performing these
job functions do so at the locations specified in Exhibit B. Approval from PEOPLE and the WC carrier must be obtained
prior to the addition of any WC classification code or worksite location. PEOPLE retains the right to change the WC
classification codes where necessary to comply with the guidelines set forth by the National Council on Compensation
Insurance ("NCCI") or applicable state regulatory agency. Client may be liable for any additional WC insurance fees
resulting from misclassification of any WC classification codes.
Notice to Members. PEOPLE shall notify, in writing, all Members of the inception and termination of the PEO relationship
and the general nature of the co-employment relationship. Client shall also notify all Members of the inception and
termination of this Agreement.
Co-employment. Client agrees and understands that no employee shall become co-employed by PEOPLE for workers’
compensation insurance or any other purposes pursuant to this Agreement until PEOPLE has received all relevant and
completed enrollment forms and information regarding Client employee including but not limited to: PEOPLE new hire
enrollment form either online or by paper, Form I-9, Member acknowledgement, and W-4. Client is responsible for
maintaining and providing to PEOPLE timely. Additionally, If Client does not supply all the relevant and complete
enrollment information/forms with payroll information during any payroll period, the Client employee will not be
considered co-employed by PEOPLE, except as may be required by law. Client agrees it will be solely responsible for any
damages of any nature that may arise out of untimely hiring or payroll reporting of its employee.
6. DIRECTION AND CONTROL
A Dir ion and Contr Client has the right of direction and control over Members and the workplace as is necessary
to conduct Client's business, discharge any fiduciary responsibilities, and comply with all applicable licensure, regulatory,
or statutory requirements. Client has sole responsibility for all Client's business operations and profit and loss, including
making all strategic, operational and other business-related decisions. Client has sole responsibility for the quality,
adequacy and safety of the goods or services produced or sold in Client’s business. Client has the right to hire, discipline,
terminate, and to accept or cancel the assignment of any Member, as well as set the rate of pay. Client has sole
responsibility for directing, supervising, training and controlling the work activities and performance of job duties by
Members and is solely responsible for the acts, errors or omissions of Members with regard to these activities. Client
has sole and exclusive control over the day-to-day job duties of all Members and absolves PEOPLE of control over the
day-to-day job duties of Members and over the job site where Members perform their services. Client has sole
responsibility for recruiting and selection of job applicants and employees, including, but not limited to, interviewing,
testing, matching work skills with job requirements, assigning employee job duties, and determining appropriate times,
methods and performance requirements for such jobs, as well as the appropriate level of compensation. Client assumes
full responsibility for compliance with applicable laws regarding negligent hiring, including full responsibility for reference,
work history and background checks on Members including, but not limited to, driving record and accident record
background checks. Any Member who is required by law to be licensed, registered or certified shall be deemed an
employee of Client for purposes of such license, registration or certification requirement. Client shall maintain and secure
all employee payroll and personnel records, as well as provide such records to PEOPLE. Client has sole responsibility for
providing Members with a place of employment that shall comply with all applicable local, state, and/or federal laws,
ordinances, and regulations related to occupational health and safety. Client has the right of direction and control over
management of safety, risk, and hazard control at Client worksites, including performing safety inspections of client
equipment and premises, and promulgation/administration of employment and safety policies. Client shall exercise all
rights and perform all duties and responsibilities otherwise applicable to an employer in an employment relationship that
are not specifically allocated to PEOPLE in this Agreement.
PLE i . To the extent required by law, PEOPLE reserves a right of direction and control over
Members, including a right to hire, discipline, terminate, and reassign Members, as well as set the rate of pay, as to
PEOPLE's employment relationship with Members. PEOPLE does not assume any responsibility for and makes no
assurances, warranties, or guarantees as to the ability or competence of any Member. PEOPLE shall maintain and secure
employee payroll and personnel records as provided to PEOPLE by Client. PEOPLE has no control over the job site where
Members perform their services. To the extent required by law, PEOPLE reserves a right of direction and control over
PEOPLE CSA for Grus Services LLC
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PE@>PLE’ PEOPLE® Client Service Agreement
management of safety, risk and hazard control at the worksite(s) affecting Members including, with regard to Members:
(i) responsibility for performing safety inspections of Client equipment and premises, (ii) responsibility for the
promulgation and administration of employment and safety policies; and (iii) responsibility for the management of WC
claims, claims filings, and related procedures. PEOPLE has no responsibility or liability for any actions, errors, or
omissions of Client or any Member. PEOPLE is strictly in the business of providing certain administrative employer-
related services and products for Client and has no involvement, directly or indirectly, in the business decisions of Client.
PEOPLE shall not be deemed to be engaged in an occupation, trade or profession that is subject to any licensing,
registration or certification requirements with respect to Client or Members by virtue of this Agreement. PEOPLE may
exercise and enforce only the rights and is obligated to perform only the duties and responsibilities that are required of
PEOPLE or specifically allocated to PEOPLE by this Agreement.
7. PAYROLL
A. Payment
of Wages. PEOPLE assumes responsibility to pay wages to Members from its own account to the extent Client
has funded the obligations. Client shall provide to PEOPLE complete, timely and accurate reporting of all wages and
hours worked, as well as job classifications, exempt and non-exempt status, and any other pertinent employee and
payroll data. PEOPLE may rely on documentation of wages and payroll received from Client, including any Member
payroll deductions. Client shall be responsible for obtaining payroll deduction authorization from Members as required
by law. Client shall not pay Members from its own account. If Client makes payment of any type to Members contrary
to this Agreement, Client shall be solely responsible for all taxes, reporting requirements and other liabilities with respect
to those payments, and the work performed by Members for such payments shall be deemed solely for the benefit of
Client and outside the scope of the Members’ co-employment with PEOPLE. If Client fails to submit timely and accurate
information, payroll processing may be delayed, and out-of-cycle processing and shipping charges will apply. If Client
believes there is an error in a Member's submitted time or payment, Client has the responsibility to communicate and
provide written proof of the error.
Payroll-Related Taxes. PEOPLE assumes responsibility to withhold, collect, report, and remit payroll-related and
unemployment taxes to the extent Client has funded the obligations. Client is responsible for providing proof of federal,
state, and local tax identification numbers and/or online login information with password to administer any payments
online. PEOPLE is not responsible for any late charges due to Client's failure to provide the necessary identification
numbers. PEOPLE reserves the right to request clearance certificate on Client’s prior tax account. If Client’s prior tax
account is in deficient status and affects PEOPLE’s tax account, Client shall bring its prior account into good standing
including paying any unpaid balances. PEOPLE reserves the right to collect any prior deficiencies and Client shall
indemnify PEOPLE of any liabilities, penalties, interest or fees that PEOPLE is assessed.
Non-Payment by Client; Alternate Payroll Provisions. As allowed by law, in the event Client does not pay PEOPLE for
Member wages or salary, PEOPLE may pay Members at the minimum wage rate or minimum salary provided for in the
Fair Labor Standards Act or state law. This provision does not affect the obligation of Client to pay PEOPLE for all services
rendered and to pay Members their regular rate of pay as required by state and federal law.
D Wages. The term “wages” in this Section 7 does not include any obligation between Client and Members for payments
beyond or in addition to the Members’ salary, draw, or regular rate of pay, such as bonuses, commissions, severance
pay, deferred compensation, profit sharing, vacation, sick leave, paid time off, unless Client has provided payment to
PEOPLE for such items.
Submission of First Payroll. As a condition precedent to PEOPLE's obligation to perform under this Agreement, Client
must report and make payment to PEOPLE for its first payroll (including all required fees) within one (1) month of the
Commencement Date or by the end of Client’s first complete payroll period following the Commencement Date,
whichever comes first. If Client fails to submit its first payroll within the timeframe required by this Section 7E, PEOPLE
may void or cancel this Agreement at its discretion, and this Agreement shall have no further force or effect upon
PEOPLE,
8. WORKERS’ COMPENSATION/ WORKPLACE SAFETY
A. Workers’ Compensation ("WC") Insurance Coverage Provided by PEOPLE. The provisions of this Section 8A apply only if
PEOPLE is designated to secure and maintain WC insurance coverage for Members pursuant to this Agreement.
1. neral Rit PEOPLE shall secure and maintain WC coverage for Members in amounts required
by law from a carrier licensed to do business in the state(s) where Members are located as designated on Exhibit B.
PEOPLE shall be responsible for complying with all reporting and regulatory requirements imposed by state and
federal laws. PEOPLE shall manage WC claims, claim filings and related procedures. PEOPLE shall maintain records
regarding the payroll, WC coverage, loss experience, claims and benefits related to the WC insurance provided to
Members. Client may request this information at any time while Client is a party to this Agreement or within ninety
(90) days following termination of this Agreement. PEOPLE or the WC insurance carrier shall provide this information
within thirty (30) days of the request and may charge a reasonable fee for the reproduction of the information.
PEOPLE CSA for Grus Services LLC
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4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 14
PE@PPLE PEOPLE® Client Service Agreement
. Client shall be listed as an alternate employer and shall be a certificate holder on PEOPLE’s
wc Mien The policy shall provide that the carrier is required to give Client at least thirty (30) days advance written
notice prior to cancellation, termination, non-renewal, or any other material change to PEOPLE's policy. This notice
shall not apply to termination of coverage as a result of termination of this Agreement.
3. v7 in ni ni ri . No independent contractor, subcontractor or volunteer shall
be a Member of PEOPLE. Client shall “hot, ay or indirectly, engage or hire any independent contractor or
subcontractor without first obtaining a certificate evidencing current WC insurance coverage. In no event will any
independent contractor, subcontractor, volunteer or non-Member be covered by PEOPLE’s WC insurance policy.
Report of Incident/Injury. Client shall immediately report any workplace incident or injury of a Member to PEOPLE,
and Client shall timely cooperate in any investigation related thereto. In the event Client or any Member fails to
notify PEOPLE within forty-eight (48) hours following a work-related incident or injury, Client shall immediately
reimburse PEOPLE for any fees or penalties for late reporting imposed by any state or federal governing authority.
Return
Work/Modified
to Duty. Client will make every effort to offer modified duty work assignments to Members
recovering from a work-related injury/illness. Such assignments will be monitored by a Client supervisor and an
PEOPLE WC Professional. Client must ensure all job restrictions, as defined by the treating physician, are strictly
followed. Client will make every effort to return such Member to full or partial employment as soon as his/her
medical condition permits, provided said return to employment and job duties associated therewith: (i) have been
approved in writing by the treating physician; and (ii) will not cause/contribute harm to fellow employees, property,
clients or the general public. Client modified duty obligations shall survive termination of this Agreement. If Client
fails to make every effort to accommodate any Member released for modified duty assignment, and there is no
undue hardship to Client, Client shall pay to PEOPLE all WC wages disbursed to such Members that should have
been paid in the form of earned wages for performing modified duty services.
. PEOPLE retains a right to perform safety inspection of Client equipment
and premises and mate recommendations pertaining to job safety; however, PEOPLE, in either inspecting or not
inspecting Client's premises, bears no responsibility for any unsafe work condition which may exist. Client agrees to
timely comply, at its sole expense, with any employment and safety directives from PEOPLE, PEOPLE's WC insurance
carrier, and/or applicable government agency.
Examination of Books and Records. Client agrees to allow an on-site physical examination by PEOPLE of such books,
records, documents and other information sources deemed appropriate by PEOPLE to aid in the determination of
proper WC classification codes of Members and correct payment of WC insurance premiums. Client agrees to pay
PEOPLE for any retroactive and prospective additional fees due as a result of misclassification, delinquency and/or
unpaid premium amount determined by the audit. This provision shall survive the termination or expiration of this
Agreement.
PEOPLE has a Drug-Free Workplace Program. At a minimum, Client is required to
adhere to PEOPLE's post-accident/reasonable suspicion drug testing. If Client has a self-administered drug testing
program, Client must submit any post-accident/reasonable suspicion drug test results to PEOPLE as soon as
available.
ind Ay P For WC policies in the following states: AZ, CA, LA,
MA, ME, MN, MT, NJ, NV, NY, PA, SD, UT, and WI (collectively referred to as “MCP States”), PEOPLE retains the right
to modify and adjust retroactively or proactively Client’s WC rate(s) in MCP States as it is deemed necessary. PEOPLE
sh
Preview
Filing # 196539782 E-Filed 04/19/2024 03:28:05 AM IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT IN AND FOR HILLSBOROUGH COUNTY, FLORIDA CIVIL DIVISION GRUS SERVICES, LLC, Plaintiff, vs. Case No. COHESIVE NETWORKS, INC. d/b/a PEOPLEHRO and COHESIVE NETWORKS 2, INC. d/b/a PEOPLEHRO, Defendants. COMPLAINT Plaintiff, GRUS SERVICES, LLC, by and through its undersigned counsel, files this Complaint against Defendants, COHESIVE NETWORKS, INC. d/b/a PEOPLEHRO (“Cohesive”) and COHESIVE NETWORKS 2, INC. d/b/a PEOPLEHRO (“Cohesive 2”) and alleges as follows: THE PARTIES, JURIDISCTION, AND VENUE 1 GRUS SERVICES, LLC (“Grus Services”) is a Florida Limited Liability Company. 2. During all times material hereto, Grus Services’ principal address was 3209 E. 3" Ave., Tampa, Florida located in Hillsborough County, Florida. 3. COHESIVE NETWORKS, INC.’s principal address is 3501 E. Frontage Road, Tampa, Florida located in Hillsborough County, Florida. 4. COHESIVE NETWORKS 2, INC.’s principal address is 3501 E. Frontage Road, Tampa, Florida located in Hillsborough County, Florida. 5. Cohesive Networks, Inc. and Cohesive Networks 2, Inc. shall be referred to collectively herein as “People”. Page 1 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 1 6. This Court has subject-matter jurisdiction over this action pursuant to § 26.012, Florida Statutes, because the amount in controversy exceeds $50,000.00, exclusive of interest, costs and attorneys’ fees. 7. The Court has personal jurisdiction over Defendants, pursuant to § 48.193(1)(a)1, Florida Statutes, as they operate, conduct, engage in, or carry on a business or business venture in this state, including having an office or agency in Florida, out of which these causes of action arise. 8. Venue is proper in Hillsborough County, Florida, pursuant to § 47.051, Florida Statutes as the cause of action accrued in this county. 9. Venue is proper in Hillsborough County, Florida, pursuant to § 47.051, Florida Statutes as Cohesive and Cohesive 2, maintain offices within Hillsborough County through which they transact their customary business. 10. Pursuant to Section 17 (S) of the Client Service Agreement between Cohesive, Cohesive 2, and Grus Services, venue is proper in Hillsborough County, Florida. 11. All conditions precedent to bringing this action have occurred, have been satisfied, or are waived. GENERAL ALLEGATIONS 12. People is a professional employer organization (“PEO”) offering services to businesses such as payroll and human resources support and benefits and workers’ compensation insurance administration. 13. On August 3, 2017, Grus Services entered into a Client Services Agreement (“CSA”) with People to utilize People’s PEO services. A true and correct copy of the August 3, 2017 CSA is attached as Exhibit “A”. Page 2 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 2 14. Pursuant to the CSA, Section 7A and 7B, People assumed responsibility for the payment of wages to Grus Services’ employees and was contractually obligated to withhold, collect, report, and remit payroll-related and unemployment taxes. 15. In addition to regular payroll tax and unemployment tax withholding, People also assumed a contractual obligation to claim the Employee Retention Tax Credit (“ERTC”) for Grus Services. A true and correct copy of the July 22, 2021 CSA Amendment (the “July 2021 Amendment”) detailing these obligations is attached as Exhibit “B”. 16. Subsequent to the July 2021 Amendment, Grus Services signed an additional amendment to the CSA, effective September 10, 2021 (the “September 2021 Amendment”). A true and correct copy of the September 2021 Amendment is attached as Exhibit “C”. 17. The ERTC is a tax credit initiated pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act, subsequently amended by the Consolidated Appropriations Act of 2021, American Rescue Plan Act, and the Infrastructure Investment and Jobs Act. 18. The ERTC is a pandemic-era tax incentive for businesses. 19. The ERTC is available to eligible employers, based on a multitude of eligibility factors, for wages paid from March 12, 2020 to September 30, 2021. 20. Grus Services met the eligibility factors for multiple quarters between March 12, 2020 and September 30, 2021. 21. Since the ERTC is a tax incentive based on wages paid to employees, and People assumed responsibility for paying Grus Services’ employees and withholding taxes between March 12, Page 3 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 3 2020 and September 20, 2021, People was the only avenue by which Grus Services could claim the ERTC. ! 22. Therefore, on July 26, 2021 Grus Services submitted to People, People’s Client Attestation for Employee Retention Tax Credit Year 2020 (“2020 Attestation”). 23. Grus Services was eligible for first quarter, second quarter, and fourth quarter 2020 ERTC reimbursements. 24. On February 1, 2022, Grus Services submitted to People, People’s Client Attestation for Employee Retention Tax Credit Year 2021 (“2021 Attestation”). 25. Grus Services was eligible for first quarter, second quarter, and third quarter 2021 ERTC reimbursements. 26. In July 2022, Grus Services began experiencing multiple payroll errors. 27. These errors included People using the wrong pay rate for Grus Services’ employees, taking incorrect deductions pertaining to employees’ health insurance, sending payroll to an inactive bank account, and missing payroll altogether causing employees to go unpaid, among other issues. 28. After weeks of no cooperation to fix the errors, Grus Services sought the help of People’s President, John Hardin. The September 14, 2022 and September 23, 2022 emails detailing the many errors Grus Services experienced are attached as Exhibit “D”. 29. On October 10, 2022 Grus Services spoke with People’s President, John Hardin, on the phone to voice its frustration and request assistance with terminating the CSA. 1 “When an employer uses a PEO to pay its employment taxes and satisfy its employment tax return filing obligations, the PEO is the taxpayer before the IRS.” Depart of The Treasury Internal Revenue Service, Associate Chief Counsel, “Number 2023-001”, September 29, 2022. Upon information and belief, People entered into a partnership with Vensure Employer Services, Inc. (“Vensure”) on or around January 13, 2022. Vensure is also a PEO offering the same or similar services as People. Following the partnership announcement, all of People’s employees began using Vensure email addresses. Grus Services never signed a contract with Vensure. Page 4 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 4 30. During the October 10, 2022 phone call, People’s President, John Hardin, told Grus Services that he could not provide assurance that the problems would resolve and he confirmed that Grus Services could terminate the CSA without being charged an early termination fee. 31. On October 31, 2022, Grus Services provided written notice of its desire to terminate the CSA. 32. Grus Services provided four options for effective termination dates that People could choose from. The options included November 6, 2022, November 13, 2022, November 20, 2022, and November 27, 2022. 33. Out of the four dates provided, People chose to terminate the CSA, effective November 20, 2022, with the final check date being November 25, 2022. A true and correct copy of the October 31, 2022, email with termination notice and notice of the final check date is attached as Exhibit “ER”, 34. Despite termination of the CSA, People was obligated to file and distribute ERTC reimbursements that Grus Services is entitled to for 2020 and 2021. 35. On November 16, 2021, People’s Finance Manager, Vu Bui, stated that 2020 ERTC filings would be mailed to the Internal Revenue Service (“IRS”) that day. Vu Bui’s email also indicated that the processing time as of that date was approximately three to six months. A true and correct copy of this email is attached as Exhibit “F”. 36. As of the filing of this Complaint, it has been over two years since the ERTC filings were allegedly sent to the IRS. 37. In response to a request for ERTC filing dates, on April 6, 2022 People’s Client Service Professional, Tracey Keaton stated, “The amended 941’s for 2020 were filed on 11.17.21 for Grus.” A true and correct copy of this email exchange is attached as Exhibit “G”. Page 5 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 5 38. On August 23, 2022, following multiple requests for an update from Grus Services, Division Vice President, Jake Hardin, indicated in an email that, “We received the first 2 quarters ERC credits of 2020 from the IRS.” A true and correct copy of the August 23, 2022 email is attached as Exhibit “H”. 39. The same August 23, 2022 email indicated, “Kara (CFO) is reviewing the back-up and we should be able to disburse these 2 quarters by the end of August. As for the other quarters we are still waiting on refunds from the IRS”. 40. To date, Grus Services has not received ERTC reimbursements from People for the first two quarters of 2020. 41. On January 13, 2023, People reimbursed Grus Services for Grus Services’ fourth quarter 2020 ERTC, in the amount of $234,266.00. 42. However, People failed to reimburse Grus Services for the IRS interest that Grus Services is due in addition to the $234,266.00. 43. Upon information and belief, People has received all ERTC reimbursements which Grus Services is entitled to, but has failed to distribute the reimbursements to Grus Services. 44. Since providing the 2020 Attestation and 2021 Attestation to People, Grus Services has followed up numerous times to request an update on the filing status of each amendment. 45. On April 11, April 14, and April 25, 2023 Grus Services requested an update regarding its ERTC reimbursements. True and correct copies of these emails are attached as Exhibit “I”. 46. On June 6, 2023, John Hardin provided an update to Grus Services indicating that People was still waiting for the IRS to return the credits. This statement not only contradicts an earlier statement from People’s Finance Manager, Vu Bui, regarding the processing time being only three to six months (see Exhibit F), but also contradicts Division Vice President, Jake Hardin’s Page 6 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 6 statement from August 2022 stating that People had already received the first two quarters for 2020 from the IRS (see Exhibit H). A true and correct copy of the June 6, 2023 email is attached as Exhibit “J”. 47. On September 7, 2023 Grus Services requested an update from Division Vice President, Jake Hardin. A true and correct copy of this email is attached, see Exhibit “H”. On October 13, 2023 Grus Services requested an update regarding its ERTC reimbursements. A true and correct copy of this email is attached as Exhibit “K”. 48. People failed to provide Grus Services with ERTC reimbursements it is entitled to for Quarter 1 2020, Quarter 2 2020, Quarter 1 2021, Quarter 2 2021, and Quarter 3 2021. 49. People has improperly retained Grus Services’ ERTC reimbursements and ERTC interest. 50. Grus Services has retained the law firm of Shumaker, Loop & Kendrick, LLP (“Shumaker”) to represent it in connection with this action and it is obligated to pay Shumaker for all attorneys’ fees and other costs incurred as a result. 51. Pursuant to Section 17T of the CSA, the prevailing party in any action to enforce the CSA, shall be awarded costs and reasonable attorney’s fees incurred at all levels of proceedings. COUNT I: COHESIVE’S BREACH OF CONTRACT 52. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if restated herein. 53. The CSA, including the July 2021 Amendment and the September 2021 Amendment, is a valid and enforceable contract between Cohesive and Grus Services. 54. Cohesive breached the CSA, the July 2021 Amendment, and the September 2021 Amendment, by failing to pay Grus Services for ERTC reimbursements due and owing for: Page 7 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 7 Quarter 1 2020 - $104,784.00 Quarter 2 2020 - $75,608.00 Quarter 1 2021 - $377,038.86 Quarter 2 2021- $263,867.04 Quarter 3 2021- $760,626.12 55. Additionally, Cohesive breached the July 2021 Amendment, by failing to pay Grus Services the IRS interest payments associated with each ERTC reimbursement, including the IRS interest associated with the ERTC reimbursement for fourth quarter 2020, in the amount of $234,266.00, previously paid to Grus Services. WHEREFORE, Grus Services requests that this Court enter a judgment against Cohesive: (a) awarding Grus Services all damages to which it is entitled as a result of Cohesive’s breach of the CSA, the July 2021 Amendment, and the September 2021 Amendment, according to proof at trial, together with pre- and post-judgment interest; (b) awarding Grus Services its attorneys’ fees, costs and expenses; and (c) awarding Grus Services all other relief to which it may be entitled at law or in equity. COUNT II: COHESIVE 2’S BREACH OF CONTRACT 56. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if restated herein. 57. The CSA, including the July 2021 Amendment and the September 2021 Amendment is a valid and enforceable contract between Cohesive 2 and Grus Services. 58. Cohesive 2 breached the CSA, the July 2021 Amendment, and the September 2021 Amendment, by failing to pay Grus Services for ERTC reimbursements due and owing for: a. Quarter 1 2020 - $104,784.00 Page 8 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 8 Quarter 2 2020 - $75,608.00 Quarter 1 2021 - $377,038.86 Quarter 2 2021- $263,867.04 Quarter 3 2021- $760,626.12 59. Additionally, Cohesive 2 breached the July 2021 Amendment by failing to pay Grus Services the IRS interest payments associated with each ERTC reimbursement, including the IRS interest associated with the ERTC reimbursement for fourth quarter 2020, in the amount of $234,266.00, previously paid to Grus Services. WHEREFORE, Grus Services requests that this Court enter a judgment against Cohesive (a) awarding Grus Services all damages to which it is entitled as a result of Cohesive 2’s breach of the CSA, the July 2021 Amendment, and the September 2021 Amendment, according to proof at trial, together with pre- and post-judgment interest; (b) awarding Grus Services its attorneys’ fees, costs and expenses; and (c) awarding Grus Services all other relief to which it may be entitled at law or in equity. COUNT III: COHESIVE’S UNJUST ENRICHMENT 60. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if fully restated herein. 61. Grus Services alleges, in the alternative to its breach of contract claim against Cohesive, that it is entitled to recover under the doctrine of unjust enrichment if it is determined that the existing contract does not cover the subject matter of the dispute between Grus Services and Cohesive. Page 9 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 9 62. On July 22, 2021, July 26, 2021 and February 1, 2022, Grus Services conferred a benefit on Cohesive when it authorized Cohesive to receive ERTC reimbursements on Grus Services’ behalf. 63. The ERTC reimbursements belong to Grus Services. 64. The interest payments, provided by the IRS in connection with the ERTC reimbursements, also belong to Grus Services. 65. It is unjust to permit Cohesive to retain the IRS interest. WHEREFORE, Plaintiff, Grus Services, LLC, demands judgment against Defendant, Cohesive Networks, Inc. d/b/a Peoplehro, in an amount to be determined at trial, plus costs, interest, and all other relief that the Court deems just and proper. COUNT IV: COHESIVE 2’S UNJUST ENRICHMENT 66. Grus Services re-alleges and incorporates Paragraphs 1 through 52 above as if fully restated herein. 67. Grus Services alleges, in the alternative to its breach of contract claim against Cohesive 2, that it is entitled to recover under the doctrine of unjust enrichment if it is determined that the existing contract does not cover the subject matter of the dispute between Grus Services and Cohesive 2. 68. On July 22, 2021, July 26, 2021 and February 1, 2022, Grus Services conferred a benefit on Cohesive 2 when it authorized Cohesive 2 to receive ERTC reimbursements on Grus Services’ behalf. 69. The ERTC reimbursements belong to Grus Services. 70. The interest payments, provided by the IRS in connection with the ERTC reimbursements, also belong to Grus Services. Page 10 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 10 71. It is unjust to permit Cohesive 2 to retain the IRS interest. WHEREFORE, Plaintiff, Grus Services, LLC, demands judgment against Defendant, Cohesive Networks 2, Inc. d/b/a Peoplehro, in an amount to be determined at trial, plus costs, interest, and all other relief that the Court deems just and proper. Dated: April 19, 2024 SHUMAKER, LOOP & KENDRICK, LLP By: 4s/ W. Jan Pietruszka W. JAN PIETRUSZKA, ESQ. Florida Bar No. 0188794 jpietruszka@shumaker.com dmazzarella@shumaker.com ELIZABETH D. MONTALVO, ESQ. Florida Bar No. 125386 montalvo@shumaker.com dmazzarella@shumaker.com 101 East Kennedy Blvd., Suite 2800 Tampa, Florida 33602-5151 Telephone: (813) 229-7600 Fax: (813) 229-1660 Attorneys for Plaintiff Page 11 of 11 #30198767v9 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 11 EXHIBIT A PE@PPLE’ PEOPLE® Client Service Agreement This Client Service Agreement (hereinafter “Agreement") is entered this 3 day of JUST, 2017, by and between the following parties: r nizi n_ (“PEO”” hi ar re " "ys Cohesive Networks, Inc., a Florida corporation, and Cohesive Networks 2, Inc., a Florida corporation with a principal place of business at 4224 Henderson Boulevard, Tampa, Florida 33629, and i Co! iny (here: “Chi. Wy. Grus Services LLC, a Florida limited liability company with a principal place of business at 3209 East 3rd Avenue Tampa, Florida 33605. 1. UNDERSTANDING OF THE PARTIES This Agreement sets forth the allocation of rights, duties, obligations and responsibilities of the parties in this PEO contractual relationship. The parties intend to enter into a co-employment relationship and not a joint employment relationship. It is the intent of the parties that any wording contained in this Agreement which is mandated by law to be included in this Agreement shall not be indicative of liability. This Agreement shall commence on the following date: September 4, 2017 (“Commencement Date”), 2. DOCUMENTS INCLUDED IN AGREEMENT (incorporated by reference) State Addenda Exhibit A: Scope of Services Exhibit B: Fee Schedule Exhibit C: Standard Fees, Costs and Expenses Client Specific Addendum (if applicable) Guaranty Request for Certificate of Insurance Loss Control Safety Requirements Credit Release Authorization 3. CLIENT STATEMENT REGARDING EMPLOYEES AND WORKERS’ COMPENSATION (“WC”) COVERAGE (Client must notify PEOPLE within five (5) days if this information changes during the term of this Agreement.) A All of Client’s employees will be co-employed by PEOPLE pursuant to this Agreement. Kyes CNo If “No”, Client has a “Divided Workforce”. PEOPLE has no obligation or responsibility regarding any employees of Client not covered by this Agreement. Client is responsible for maintaining WC insurance coverage for any employees not covered by this Agreement. Information below must be provided: Client WC Insurance Carrier Name: Client WC Insurance Policy No: Select one: ® PEOPLE shall maintain WC insurance coverage for all “Members” (as defined in Section SA), see Section 8A. QO Client shall maintain WC insurance coverage for all “Members” (as defined in Section 5A), see Section 8B. oO Client shall maintain WC insurance coverage for all “Members” (as defined in Section 5A); and PEOPLE shall provide limited WC administration as set forth in Section 8C. If Client shall maintain WC insurance coverage for all Members, a certificate of insurance must be provided to PEOPLE. Also, provide the following information: Client WC Insurance Carrier Name: Client WC Insurance Policy No: 4 ELECTION OF EMPLOYEE BENEFITS (Check all applicable boxes.) Oo Client elects to participate in PEOPLE's voluntary core group benefit plans (vision, dental, short-term disability, long- term disability, & supplemental life). o Client elects to participate in PEOPLE's core group health insurance plan as well as PEOPLE’s voluntary core benefit plans (vision, dental, short-term disability, long-term disability, & supplemental life). Client contribution is required for health insurance. Oo Client elects to participate in PEOPLE's Multiple Employer 401(k) Plan. oO Client elects to sponsor and provide to Members health, dental, and/or vision insurance plans, and/or a retirement plan, if any. PEOPLE CSA for Grus Services LLC Page 2 of 25 » 08.03.17laf /OO 2, ¢ 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 12 PE@>PLE’ PEOPLE® Client Service Agreement 5. MEMBERS A. General. All employees of Client shall become “Members” after completion and receipt of required information as designated in Section 5A unless otherwise designated in Section 3. (Members are defined as employees of Client who become co-employed by PEOPLE for certain purposes pursuant to this Agreement.) Client solely engages the services or labor of the Members. Members are co-employed by PEOPLE on an “At-Will” basis. PEOPLE is not a party to, and has no responsibility for, any employment agreements between Client and Members. No Member may perform any work in a state other than those other states listed on Exhibit B without the prior written approval of PEOPLE and adjustment of the fees, as applicable. No independent contractor or subcontractor shall be a Member. Workers’ Compensation (“WC”) Classification Codes. Members’ job functions shall be identified by WC classification codes. Client represents that the WC classification codes are accurate and complete and the Members performing these job functions do so at the locations specified in Exhibit B. Approval from PEOPLE and the WC carrier must be obtained prior to the addition of any WC classification code or worksite location. PEOPLE retains the right to change the WC classification codes where necessary to comply with the guidelines set forth by the National Council on Compensation Insurance ("NCCI") or applicable state regulatory agency. Client may be liable for any additional WC insurance fees resulting from misclassification of any WC classification codes. Notice to Members. PEOPLE shall notify, in writing, all Members of the inception and termination of the PEO relationship and the general nature of the co-employment relationship. Client shall also notify all Members of the inception and termination of this Agreement. Co-employment. Client agrees and understands that no employee shall become co-employed by PEOPLE for workers’ compensation insurance or any other purposes pursuant to this Agreement until PEOPLE has received all relevant and completed enrollment forms and information regarding Client employee including but not limited to: PEOPLE new hire enrollment form either online or by paper, Form I-9, Member acknowledgement, and W-4. Client is responsible for maintaining and providing to PEOPLE timely. Additionally, If Client does not supply all the relevant and complete enrollment information/forms with payroll information during any payroll period, the Client employee will not be considered co-employed by PEOPLE, except as may be required by law. Client agrees it will be solely responsible for any damages of any nature that may arise out of untimely hiring or payroll reporting of its employee. 6. DIRECTION AND CONTROL A Dir ion and Contr Client has the right of direction and control over Members and the workplace as is necessary to conduct Client's business, discharge any fiduciary responsibilities, and comply with all applicable licensure, regulatory, or statutory requirements. Client has sole responsibility for all Client's business operations and profit and loss, including making all strategic, operational and other business-related decisions. Client has sole responsibility for the quality, adequacy and safety of the goods or services produced or sold in Client’s business. Client has the right to hire, discipline, terminate, and to accept or cancel the assignment of any Member, as well as set the rate of pay. Client has sole responsibility for directing, supervising, training and controlling the work activities and performance of job duties by Members and is solely responsible for the acts, errors or omissions of Members with regard to these activities. Client has sole and exclusive control over the day-to-day job duties of all Members and absolves PEOPLE of control over the day-to-day job duties of Members and over the job site where Members perform their services. Client has sole responsibility for recruiting and selection of job applicants and employees, including, but not limited to, interviewing, testing, matching work skills with job requirements, assigning employee job duties, and determining appropriate times, methods and performance requirements for such jobs, as well as the appropriate level of compensation. Client assumes full responsibility for compliance with applicable laws regarding negligent hiring, including full responsibility for reference, work history and background checks on Members including, but not limited to, driving record and accident record background checks. Any Member who is required by law to be licensed, registered or certified shall be deemed an employee of Client for purposes of such license, registration or certification requirement. Client shall maintain and secure all employee payroll and personnel records, as well as provide such records to PEOPLE. Client has sole responsibility for providing Members with a place of employment that shall comply with all applicable local, state, and/or federal laws, ordinances, and regulations related to occupational health and safety. Client has the right of direction and control over management of safety, risk, and hazard control at Client worksites, including performing safety inspections of client equipment and premises, and promulgation/administration of employment and safety policies. Client shall exercise all rights and perform all duties and responsibilities otherwise applicable to an employer in an employment relationship that are not specifically allocated to PEOPLE in this Agreement. PLE i . To the extent required by law, PEOPLE reserves a right of direction and control over Members, including a right to hire, discipline, terminate, and reassign Members, as well as set the rate of pay, as to PEOPLE's employment relationship with Members. PEOPLE does not assume any responsibility for and makes no assurances, warranties, or guarantees as to the ability or competence of any Member. PEOPLE shall maintain and secure employee payroll and personnel records as provided to PEOPLE by Client. PEOPLE has no control over the job site where Members perform their services. To the extent required by law, PEOPLE reserves a right of direction and control over PEOPLE CSA for Grus Services LLC Page 3 of 25 + 08.03.17laf 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 13 PE@>PLE’ PEOPLE® Client Service Agreement management of safety, risk and hazard control at the worksite(s) affecting Members including, with regard to Members: (i) responsibility for performing safety inspections of Client equipment and premises, (ii) responsibility for the promulgation and administration of employment and safety policies; and (iii) responsibility for the management of WC claims, claims filings, and related procedures. PEOPLE has no responsibility or liability for any actions, errors, or omissions of Client or any Member. PEOPLE is strictly in the business of providing certain administrative employer- related services and products for Client and has no involvement, directly or indirectly, in the business decisions of Client. PEOPLE shall not be deemed to be engaged in an occupation, trade or profession that is subject to any licensing, registration or certification requirements with respect to Client or Members by virtue of this Agreement. PEOPLE may exercise and enforce only the rights and is obligated to perform only the duties and responsibilities that are required of PEOPLE or specifically allocated to PEOPLE by this Agreement. 7. PAYROLL A. Payment of Wages. PEOPLE assumes responsibility to pay wages to Members from its own account to the extent Client has funded the obligations. Client shall provide to PEOPLE complete, timely and accurate reporting of all wages and hours worked, as well as job classifications, exempt and non-exempt status, and any other pertinent employee and payroll data. PEOPLE may rely on documentation of wages and payroll received from Client, including any Member payroll deductions. Client shall be responsible for obtaining payroll deduction authorization from Members as required by law. Client shall not pay Members from its own account. If Client makes payment of any type to Members contrary to this Agreement, Client shall be solely responsible for all taxes, reporting requirements and other liabilities with respect to those payments, and the work performed by Members for such payments shall be deemed solely for the benefit of Client and outside the scope of the Members’ co-employment with PEOPLE. If Client fails to submit timely and accurate information, payroll processing may be delayed, and out-of-cycle processing and shipping charges will apply. If Client believes there is an error in a Member's submitted time or payment, Client has the responsibility to communicate and provide written proof of the error. Payroll-Related Taxes. PEOPLE assumes responsibility to withhold, collect, report, and remit payroll-related and unemployment taxes to the extent Client has funded the obligations. Client is responsible for providing proof of federal, state, and local tax identification numbers and/or online login information with password to administer any payments online. PEOPLE is not responsible for any late charges due to Client's failure to provide the necessary identification numbers. PEOPLE reserves the right to request clearance certificate on Client’s prior tax account. If Client’s prior tax account is in deficient status and affects PEOPLE’s tax account, Client shall bring its prior account into good standing including paying any unpaid balances. PEOPLE reserves the right to collect any prior deficiencies and Client shall indemnify PEOPLE of any liabilities, penalties, interest or fees that PEOPLE is assessed. Non-Payment by Client; Alternate Payroll Provisions. As allowed by law, in the event Client does not pay PEOPLE for Member wages or salary, PEOPLE may pay Members at the minimum wage rate or minimum salary provided for in the Fair Labor Standards Act or state law. This provision does not affect the obligation of Client to pay PEOPLE for all services rendered and to pay Members their regular rate of pay as required by state and federal law. D Wages. The term “wages” in this Section 7 does not include any obligation between Client and Members for payments beyond or in addition to the Members’ salary, draw, or regular rate of pay, such as bonuses, commissions, severance pay, deferred compensation, profit sharing, vacation, sick leave, paid time off, unless Client has provided payment to PEOPLE for such items. Submission of First Payroll. As a condition precedent to PEOPLE's obligation to perform under this Agreement, Client must report and make payment to PEOPLE for its first payroll (including all required fees) within one (1) month of the Commencement Date or by the end of Client’s first complete payroll period following the Commencement Date, whichever comes first. If Client fails to submit its first payroll within the timeframe required by this Section 7E, PEOPLE may void or cancel this Agreement at its discretion, and this Agreement shall have no further force or effect upon PEOPLE, 8. WORKERS’ COMPENSATION/ WORKPLACE SAFETY A. Workers’ Compensation ("WC") Insurance Coverage Provided by PEOPLE. The provisions of this Section 8A apply only if PEOPLE is designated to secure and maintain WC insurance coverage for Members pursuant to this Agreement. 1. neral Rit PEOPLE shall secure and maintain WC coverage for Members in amounts required by law from a carrier licensed to do business in the state(s) where Members are located as designated on Exhibit B. PEOPLE shall be responsible for complying with all reporting and regulatory requirements imposed by state and federal laws. PEOPLE shall manage WC claims, claim filings and related procedures. PEOPLE shall maintain records regarding the payroll, WC coverage, loss experience, claims and benefits related to the WC insurance provided to Members. Client may request this information at any time while Client is a party to this Agreement or within ninety (90) days following termination of this Agreement. PEOPLE or the WC insurance carrier shall provide this information within thirty (30) days of the request and may charge a reasonable fee for the reproduction of the information. PEOPLE CSA for Grus Services LLC Page 4 of 25 « 08.03.17laf 4/19/2024 3:28 AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 14 PE@PPLE PEOPLE® Client Service Agreement . Client shall be listed as an alternate employer and shall be a certificate holder on PEOPLE’s wc Mien The policy shall provide that the carrier is required to give Client at least thirty (30) days advance written notice prior to cancellation, termination, non-renewal, or any other material change to PEOPLE's policy. This notice shall not apply to termination of coverage as a result of termination of this Agreement. 3. v7 in ni ni ri . No independent contractor, subcontractor or volunteer shall be a Member of PEOPLE. Client shall “hot, ay or indirectly, engage or hire any independent contractor or subcontractor without first obtaining a certificate evidencing current WC insurance coverage. In no event will any independent contractor, subcontractor, volunteer or non-Member be covered by PEOPLE’s WC insurance policy. Report of Incident/Injury. Client shall immediately report any workplace incident or injury of a Member to PEOPLE, and Client shall timely cooperate in any investigation related thereto. In the event Client or any Member fails to notify PEOPLE within forty-eight (48) hours following a work-related incident or injury, Client shall immediately reimburse PEOPLE for any fees or penalties for late reporting imposed by any state or federal governing authority. Return Work/Modified to Duty. Client will make every effort to offer modified duty work assignments to Members recovering from a work-related injury/illness. Such assignments will be monitored by a Client supervisor and an PEOPLE WC Professional. Client must ensure all job restrictions, as defined by the treating physician, are strictly followed. Client will make every effort to return such Member to full or partial employment as soon as his/her medical condition permits, provided said return to employment and job duties associated therewith: (i) have been approved in writing by the treating physician; and (ii) will not cause/contribute harm to fellow employees, property, clients or the general public. Client modified duty obligations shall survive termination of this Agreement. If Client fails to make every effort to accommodate any Member released for modified duty assignment, and there is no undue hardship to Client, Client shall pay to PEOPLE all WC wages disbursed to such Members that should have been paid in the form of earned wages for performing modified duty services. . PEOPLE retains a right to perform safety inspection of Client equipment and premises and mate recommendations pertaining to job safety; however, PEOPLE, in either inspecting or not inspecting Client's premises, bears no responsibility for any unsafe work condition which may exist. Client agrees to timely comply, at its sole expense, with any employment and safety directives from PEOPLE, PEOPLE's WC insurance carrier, and/or applicable government agency. Examination of Books and Records. Client agrees to allow an on-site physical examination by PEOPLE of such books, records, documents and other information sources deemed appropriate by PEOPLE to aid in the determination of proper WC classification codes of Members and correct payment of WC insurance premiums. Client agrees to pay PEOPLE for any retroactive and prospective additional fees due as a result of misclassification, delinquency and/or unpaid premium amount determined by the audit. This provision shall survive the termination or expiration of this Agreement. PEOPLE has a Drug-Free Workplace Program. At a minimum, Client is required to adhere to PEOPLE's post-accident/reasonable suspicion drug testing. If Client has a self-administered drug testing program, Client must submit any post-accident/reasonable suspicion drug test results to PEOPLE as soon as available. ind Ay P For WC policies in the following states: AZ, CA, LA, MA, ME, MN, MT, NJ, NV, NY, PA, SD, UT, and WI (collectively referred to as “MCP States”), PEOPLE retains the right to modify and adjust retroactively or proactively Client’s WC rate(s) in MCP States as it is deemed necessary. PEOPLE sh