ANN ARBOR LEARNING COMMUNITY
'
'
In accordance with Article IX of the Terms and Conditions of the Contract ("Contract"), dated
July 1, 2013, between EASTERN MICHIGAN UNIVERSITY BOARD OF REGENTS
("University Board") and ANN ARBOR LEARNING COMMUNITY (the
the parties wish to amend the Contract by replacing the Academy Service Agreement between the
Academy and AP Educational HR, LLC (AP HR), dated August 4, 2013 and included in the
Contract's Schedule 5 ("Description of Staff Responsibilities"), with the attached Client
Services Agreement dated August 17, 2015, executed between the Academy and Charter HR
Educational Services LLC. '
Therefore, the parties make the following amendments to the Contract:
• The existing Academy Service Agreement between the Academy and AP Educational
HR, LLC (AP HR), dated August 4, 2013 and included in the Contract Schedule 5
("Description of Staff Responsibilities"), shall be deleted in its entirety and replaced with the attached document, titled "Client Services Agreement," executed between the
Academy and Charter HR Educational Services LLC. This amendment' shall take effect on ianuary 1, 2016.
All relevant documents are attached to this Amendment.
This Amendment is hereby approved by the University Board and the Academy through their authorized designees.
Dated:
;MaieTileWinbom?,i)if()f
University Charter Schools Office
Designee of the University Board
Dated: to
I
/~!~1{;"
I
By: Academy Board President
Designee of the Academy Board

CLIENT SERVICES AGREEMENT
This AGREEMENT is signed this
J]_ day of b~ and is effective
October 1, 2015 or promptly following the tennination of serv i ces the Academy's previous educational service provider, by and between Ann Arbor Learning Community, (hereinafter
"AALC") whose address is 3980 Research Park Drive, Ann Arbor MI 48108, and CHARTER
HR EDUCATIONAL SERVICES, LLC, a Michigan limited liability company located at 528 4th
Street NW, Grand Rapids, MI 49504 (hereinafter "CHARTER HR EDUCATIONAL
SERVICES, LLC"), as the successor in interest to Axios Incorporated, 528 4
111
Street NW, Grand
Rapids, MI 49504.
RECITALS
A. AALC is a public school academy organized to provide public school instruction as a charter school located at 3980 Research Park Drive, Ann Arbor, MI 48108 pursuant to a contract ("Contract") issued by the Eastern Michigan University ("EMU"). AALC is authorized to caITy out the educational program set forth in the Contract. AALC is authorized by law to contract with a pdvate entity to provide employee administration and management services.
B. AALC operates as a public school academy under the direction of the Board of
Directors ("Board").
C. CHARTER HR EDUCATIONAL SERVICES, LLC is a Michigan Corporation with its offices at 528 4th Street NW, Grand Rapids, MI 49504.
D. CHARTER HR EDUCATIONAL SERVICES, LLC offers to Michigan public school academies employee administration and management services including, but not limited to, staff employment, payroll, benefit administration, business management and other similar services.
E. AALC desires to engage CHARTER HR EDUCATIONAL SERVICES, LLC to perform certain services upon the terms and conditions set forth in this Agreement and pursuant to its authority, AALC hereby contracts with CHARTER HR EDUCATIONAL SERVICES,
LLC, to the extent permitted by law, specified functions relating to the administration and management services.
F. AALC designates the employees of CHARTER HR EDUCATIONAL
SERVICES, LLC assigned to AALC as agents of the Board having a legitimate educational interest such that they are entitled access to educational records under 20 U.S.C. Section 1232g, the Family Educational Rights and Privacy Act ("FERPA"). CHARTER HR EDUCATIONAL
SERVICES, LLC will comply with FERP A requirements regarding access to, possession and disposition of, educational records.
THEREFORE, the parties agree as follows:
203153800. I 3456211 86327

1. Services Provided by CHARTER HR EDUCATIONAL SERVICES, LLC.
CHARTER HR EDUCATIONAL SERVICES, LLC shall provide contract personnel services as outlined in this Agreement. It is understood by the parties that the response to the RFP by Axios,
Inc. dated April 2015 are considered the same responses by CHARTER HR EDUCATIONAL
SERVICES, LLC as though CHARTER HR EDUCATIONAL SERVICES, LLC submitted the response to the RFP. a) b) c) d)
Selection of Employees . CHARTER HR EDUCATIONAL SERVICES,
LLC shall employ and assign to AALC all such qualified and ce1tified classroom teachers , instructors, and support staff as may be necessary to accomplish the educational mission of AALC consistent with the Board approved budget and listed on Exhibit A. CHARTER HR
EDUCATIONAL SERVICES, LLC shall comply with all Federal and
State statutes and administrative requirements including, but not limited to, the Immigration Refonn and Control Act. CHARTER HR
EDUCATIONAL SERVICES accepts full liability for benefits, salaries, worker's compensation, unemployment compensation and liability insurance for its employees working a t AALC.
Selection of Employees . All workforce positions of AALC shall be covered under this Agreement ("Covered Employees") .
Employee Agreements and Compensation. The Board shall establish a budget to fund the FTEs and job positions for AALC, and those parts of the budget that are subject to this Agreement shall be implemented by
CHART E R HR EDUCATIONAL SERVICES, LLC . Gross amoun t s allocable to compensation for all Covered Employees including, but not limited to, health care and retirement benefits, shall be established by
AALC through its budget. In the event CHARTER HR EDUCATIONAL
SERVICES, LLC elects to pay more in wages or benefits to any Covered
Employee , it shall be responsible for the difference between the gross amount budgeted by AALC and CHARTER HR EDUCATIONAL
SERVICES, LLC' s liability to s a id Cover e d Employee. The tenns a n d conditions of such employm e nt shall b e s e t forth in an employm e nt agreement between CHARTER HR EDUCATIONAL SERVICES, LLC and each emplo yee or other w r itten docum e nt as determined b y
CHARTER HR EDUCATIONAL SERVICES , LLC with input fro m
AAL C. Infonnation reg a rdin g a ll c osts, including the employment costs, a1mu a l s alary a nd benefit co s ts b y indiv i du a l assign e d to AAL C by
CHA RTER HR E DUCATI O N A L SERVI CE S, LLC , will be provided t o the Bo a rd by CHARTER HR EDU C ATIONAL SERVICES , LLC upon reque s t.
Health Car e I nsurance. CHARTE R H R EDUCA TI O N AL S ERVICES,
LLC s h a ll provide all q ua li fied em pl oyees assigned to AALC w h o are no t covered by a spouse's p l an, comprehensive medical care insurance. In
2
203153800. I 34562/ I 86327

e) t) g) h) i) j) k) addition, CHARTER HR EDUCATlONAL SERVICES, LLC shall be responsible for COBRA compliance and continuation of health benefit plans to terminated employees and qualified dependents, subject to the continuation of this Agreement. If this Agreement terminates, all responsibilities with regard to continuation of health insurance cease consistent with Federal and State statutes.
Retirement Plan. CHARTER HR EDUCATIONAL SERVICES, LLC shall make available to AALC a retirement plan pursuant to IRC Section
40l(k) for all qualified employees.
Payroll Taxes. CHARTER HR EDUCATIONAL SERVICES, LLC shall report and pay all applicable federal, state and local employee and employer payroll taxes from CHARTER I-IR EDUCATIONAL
SERVICES, LLC's own accounts. CHARTER HR EDUCATIONAL
SERVICES, LLC will act as the W-2 employer for record keeping purposes.
Payroll Records. CHARTER HR EDUCATIONAL SERVICES, LLC shall maintain and verify all required payroll and benefit records .
Policies and Procedures. All payroll, benefit and persoru1el policies and procedures shall be established by CHARTER HR EDUCATIONAL
SERVICES, LLC with input by AALC.
Worker's Comp e ns a tion Insurance. CHARTER HR EDUCATIONAL
SERVICES, LLC shall maintain Worker's Compensation insurance during the term of this Agreement on all employees a s signed to work for AA L C under this Agreement. Upon written request, CHARTER HR
EDUCATIONAL SERVICES, LLC shall provide a Certificate of
Insurance verifying coverage of Worker's Compensation insurance .
At-Will Employment Relationship. CHARTER HR EDUCATIONA L
SER VI C ES, LL C retains th e right to not hire any c a ndidate for employment or terminate with or without cause any employee with written notice to the Board President.
I mp l eme n t ation and S up e 1 v i s ion of P o li cies a nd P roce du res . During the tenn of this A[;,11· ee rnent, CHAR TE R HR E DUCATIONAL SERVIC E S,
LLC shall hav e th e right a nd authority to implem e nt and sup e rvi s e personnel policies and procedures relating to the C o vered Employees.
CHARTER HR EDUCATIONAL SERVICES, LLC s hall make good faith reasonable effmts to act in the b e st interest of AALC with regard to it s policy a nd proce d ure in exer c ising control over Covered Employ ees .
AAL C agree s to cooperate and ass ist CHARTER HR E DUCATIONAL
3
203 1 53800. I 34562/J 86327

1)
SERVICES, LLC in the implementation and superv1s10n of all such policies and procedures.
Hiring, Evaluating, Supervising, Disciplining and Firing. CHARTER HR
EDUCATIONAL SERVICES, LLC shall have the ultimate authority and control over hiring, evaluating, supervising, disciplining and firing of
Covered Employees consistent with the AALC-approved budget.
CHARTER HR EDUCATIONAL SERVICES, LLC shall consult and take input from Superintendent on hiring, evaluating, supervising, discipline and firing Covered Employees but CHARTER HR EDUCATIONAL
SERVICES, LLC will ultimately make all final recommendations and decisions in regards to all Covered Employees.
AALC may recommend termination of the assignment of a Covered Employee, it being understood that CHARTER HR EDUCATIONAL SERVICES, LLC retains full control over all personnel decisions involving Covered Employees, and ultimate authority to resolve and decide employee issues and/or concerns subject to the budgetary limitations established by
AALC. CHARTER HR EDUCATIONAL SERVICES, LLC shall consult with the
Superintendent assigned to AALC concerning any hiring, evaluating, supervising, disciplining, and firing before fonnal action is taken. The Board will have input on the selection and evaluation of the Superintendent. m) On-site Supervision. CHARTER HR EDUCATIONAL SERVICES, LLC shall be responsible for on-site employee supervision directly and through its On-Site HR Administrator assigned to AALC. The On-Site HR
Administrator will serve as the liaison to the AALC Superintendent on employment matters on behalf of CHARTER HR EDUCATIONAL
SERVICES, LLC. The Superintendent will administer the overall operation of AALC and report to the Board on all other operational matters. The On-Site HR Administrator will administer all persmmel issues and keep the Superintendent informed of employment related matters. The On-Site HR Administrator shall be the on-site consultant for
CHARTER HR EDUCATIONAL SERVICES, LLC and shall assist
CHARTER HR EDUCATIONAL SER VICES, LLC with its administrative and personnel responsibilities on AALC premises. As to all administrative and personnel matters, the On-Site HR Administrator shall coordinate with and report to designated CHARTER HR
EDUCATIONAL SERVICES, LLC managers and officers at CHARTER
HR EDUCATIONAL SERVICES, LLC's home office. CHARTER HR
. EDUCATIONAL SERVICES, LLC, after consulting with the On-Site HR
Administrator, shall dete1TI1ine the procedures to be employed by Covered
Employees in the day-to-day perfonnance of their job responsibilities.
CHARTER HR EDUCATIONAL SERVICES, LLC shall make good faith reasonable efforts to act in the best interests of AALC with regard to
AALC policy and procedure in exercising control over the Covered
Employees. CHARTER HR EDUCATIONAL SERVICES, LLC shall
4
203153800. I 3456'.UI 86327

2. make certain that all approp1iate guidelines concerning CHARTER HR
EDUCATIONAL SERVICES, LLC's oversight of Covered Employees is followed by said On-Site HR Administrator and that its On-Site HR
Administrator shall comply with all CHARTER HR EDUCATIONAL
SERVICES, LLC directives dealing with its responsibilities herein above set
n) Evaluation of CHARTER HR EDUCATIONAL SERVICES. The Board shall evaluate CHARTER HR EDUCATIONAL SERVICES, LLC annually not later than sixty (60) days ptior to the last day of AALC's fiscal year and furnish the results of said evaluation to CHARTER HR
EDUCATIONAL SERVICES, LLC . Failure by the Board to evaluate
CHARTER HR EDUCATIONAL SERVICES, LLC in any year or years is not an admission by AALC that CHARTER HR EDUCATIONAL
SERVICES, LLC's services have been satisfactory.
CHARTER HR EDUCATIONAL SERVICES. LLC Requirements . a) Compliance with Applicable Criteria. CHARTER HR EDUCATIONAL
SERVICES, LLC assumes sole responsibility for assuring that all services set forth in Paragraph 1 provided by CHARTER HR EDUCATIONAL
SERVICES, LLC are provided in compliance with and conforni to (i) all applicable federal, st a te and local government laws , rules and regulations, including, but not limited to all civil rights laws, Bullard-Plawecki
Employee Right to Know Act, Whistleblower's Prote c t i on Act, Fair Labo r
Standard s Act, and Fair Credit Reporting Act; (ii) all pertinent policies of those accrediting agencies from which AALC has secured or is seeking accreditation, including but not limited to EMU and the Michigan
Department of Education; and (iii) all other applicable written policies of
AALC as communicated to CHARTER HR EDUCATIONAL
SERVICES, LLC through the Superintendent, the Board President or
Board minutes . CHARTER HR EDUCATIONAL SERVICES, LLC shall promptly provide to AALC , within twenty four hours of receipt, all notices, reports or correspondence from individuals or government al agencies that assert claims, deficiencies or charges against AALC or
CHARTER HR EDUCATIONAL SERVICES, LLC that otherwise threaten the suspension, revocation, or any other action adv e rse to an y a pproval, authorization, c e rtific a t e , detennination , finances, license or pem1it required or nece s sary to own o r operate AALC. b) Employment Laws. CHARTER HR EDUCATIONAL SERVICES, LLC sh a ll comply with all applicable federal, state and local employment laws.
C HARTER HR ED U CATIONAL SERVICES, L LC sh a ll comply with t h e
Fair Labor Standards Act and control all overtime.
5
20315380 0. I 3456 2 /1863 27

3. c) Records. CHARTER HR EDUCATIONAL SERVICES, LLC shall maintain actual time records and verify the accuracy of all wage hour infonnation provided to CHARTER HR EDUCATIONAL SERVICES,
LLC at the end of each pay period. CHARTER HR EDUCATIONAL
SERVICES, LLC shall verify the accuracy of all wage and salary reports which shall be supplied to AALC by CHARTER HR EDUCATIONAL
SERVICES, LLC at the end of each pay period. AALC shall not pay any wages, salaries or other compensation, including employee benefits, to
Covered Employees subject to Section 1 d) Auditing of Time Submitted by Covered Employees. CHARTER HR
EDUCATIONAL SERVICES, LLC shall establish a procedure to audit the time submitted by each and every covered employee whose compensation depends, in any part, upon pay for hours submitted. The object of this auditing procedure is to ensure that AALC is paying only for hours worked by the Covered Employees, given that AALC does not have any internal staff organic to AALC, but, rather, depends upon CHARTER
HR EDUCATIONAL SERVICES, LLC staff to implement and operationalize the terms and conditions of this Agreement. In the event that a discrepancy is discovered between time worked and time paid by
CHARTER HR EDUCATIONAL SERVICES, LLC after payment has been made to a Covered Employee, then CHARTER HR
EDUCATION AL SERVICES, LLC shall reimburse the amount of the discrepancy plus any costs that AALC incurs as a result of said error
(including actual attorneys' fees) to AALC promptly, but no later than 30 days following notice of the discrepancy.
AALC Requirements. AALC shall provide the following: a) b) c)
Personnel Requirements. Advise CHARTER HR EDUCATIONAL
SERVICES, LLC, through the Superintendent, of the teachers, instructors, and administrators required by AALC, consistent with its approved budget, to perfo1m its mission.
Insurance. Maintain casualty and premises liability insurance on all school buildings and premises and to maintain professional liability insurance pertaining to the staff that could result in a claim against AALC and name CHARTER HR EDUCATIONAL SERVICES, LLC as an additional insured. CHARTER HR EDUCATIONAL SERVICES, LLC shall have input into the professional liability coverage.
Financial Reports. Prepare annual budgets and periodic financial reports as required by EMU, the School Code, and/or statute or as desired by the
Board.
6
203153800. I 34562/ 186327

d) e) f) g)
Safety Requirements. AALC and CHARTER HR EDUCATIONAL
SERVICES, LLC shall comply with all safety, health and work laws, regulations and rules at its own expense. AALC and CHARTER HR
EDUCATIONAL SERVICES, LLC shall also comply with all safe work practices and use of protective equipment required by federal, state or local law. All accidents involving employees shall be reported immediately to CHARTER HR EDUCATIONAL SERVICES, LLC by the Superintendent. AALC shall cooperate with CHARTER HR
EDUCATIONAL SERVICES, LLC's Worker's Compensation carrier and liability insurance catTier who shall have the right to inspect AALC's property.
Confidential Information. AALC shall be solely responsible for instituting and maintaining safeguards and procedures for personnel handling confidential information, money or other valuables. CHARTER HR
EDUCATIONAL SERVICES, LLC may require bonding of such individuals. AALC shall give CHARTER HR EDUCATIONAL
SER VICES, LLC written notice of such individuals. It shall be the sole responsibility of AALC to protect such valuables.
Discipline, Layoff, or Termination of Employees. AALC agrees to comply with all CHARTER HR EDUCATIONAL SERVICES, LLC personnel directives, both general and specific, regarding the discipline, layoff, or termination of Covered Employees. AALC further agrees to immediately notify CHARTER HR EDUCATIONAL SERVICES, LLC of any material change in the current business operations of AALC.
Personnel Issues. In the event AALC becomes dissatisfied with the performance of any individual CHARTER HR EDUCATIONAL
SERVICES, LLC employee assigned to AALC, CHARTER HR
EDUCATIONAL SERVICES, LLC shall be notified, in writing, setting forth the nature of the dissatisfaction, the proposed remedial action, and any specific action requested. h) Applicant/Employee Background Checks. The parties acknowledge that, currently, such checks may be undertaken by the principal Covered
Employee at the AALC worksite using the methodology recommended by the Michigan State Police. The results of the screening and investigation will be reported to Charter HR Educational Services, LLC in a manner that accords with applicable law (e.g. "red light"/ "green light" letter. All costs or fees incurred by Charter HR Educational Services, LLC in connection with the screening and investigation shall be billed to and paid by AALC. The results of the screening and investigation of preemployment records must be made available for review by the EMU
Chaiier Schools Office in the manner and fonn compliant with applicable law. The parties shall develop a written policy and procedure that
7
203153800.1 34562/186327

complies in all aspects with applicable law and the requirements of the
Michigan State Police for the performance of the background and unprofessional conduct checks described herein, which shall be incorporated into the Board policy manual.
4. Tem1 of Agreement. This Agreement shall commence on October 1, 2015 and continue through June 30, 2017; after twelve months, either party may cancel this Agreement with or without cause at any time with 90 days' prior written notice. In the event the Board should cancel this Agreement or elects not to renew this Agreement, than CHARTER HR
EDUCATIONAL SERVICES, LLC shall cooperate with AALC to ensure a smooth transition.
At a minimum, this will include transferring applicable records and files, including payroll and benefit records. a) Taxes . If, as a result of a change in the law, AALC and / or CHARTER HR
EDUCATIONAL SERVICES, LLC becomes obligated for MPSERS or an unexpected fee or tax is instituted, (e.g. State service tax fee) either party may immediately invoke the 90-day tennination notice provision at any time dming the contract. Tenn i nation of this Agreement shall not affect the continuation of the obligations of either party incurred during the term of the Agreement. The parties acknowledge that as part of any contract reauthorization with EMU, EMU may require AALC and
CHARTER HR EDUCATIONAL SERVICES, LLC to submit an entirely new Agreement for review by EMU. b) Revocation or Tennination of Contract. If AALC' s Contract issued by the
Eastern Mich i gan University Board of Regents is revoked, tenninated or a new Contract is not issued to AALC a fter expiration of AALC's Contract , this Agreement shall automatically tenninate on the same date as AALC's
Contract is revoked, tenninated or expires without further action of the parties."
5. Fees. AALC shall pay CHARTER HR EDUCATIONAL SERVICES, LLC the foll o wing fees for the services r e ndered under this Agre e ment: a) Service Fee. A Service Fee shall be charged to AALC equal to the total gross pay of all Covered CHARTER HR EDUCATIONAL SERVlCES,
LLC employees assi g ned to AAL C multiplied times .
0369 (the Servi ce
F e e rate). The S e rvice Fee is c a lculated without regard to individu al limitations on w a ge s for purp o ses of d e t e rmining the amount of un e mploym e nt tax e s. The S e rvice Fee sh a ll b e billed on c e per p a y p e riod a nd due upon receipt with said billing including an itemized, detailed breakdown of all costs , fees and expense (i.e. sala1y and payroll; FUT A ;
S UTA; Workers Compensation; FICA , a breakdown of fring e benefits, b y benefit ; etc.) The Service Fee sh a ll be adjust e d upon the effective dat e of any in c r e ase or d ec r e ase in g ross pa y roll .
8
2 0 3 1 5 38 0 0 . I 34562/ 1 86 3 2 7

b) Pavroll Costs. Payroll costs will be charged, in addition to the service fee, equal to Gross Payroll and associated payroll costs including FICA,
FUTA, SUTA, Workers Compensation and any additional taxes passed by the State and/or Federal goverrunent during the term of this Agreement.
All benefits provided per 1.) d. and e. will be billed to AALC on a pay period basis. CHARTER HR EDUCATIONAL SERVICES, LLC will provide written notice within 5 business days of receiving notice of an increase to any of the costs other than the service fee costs and include said increase as of the effective date of the increase however, this provision shall not apply to a change in payroll costs which may vary because of a change in hours worked by employees. AALC, at its election, may respond to the written notice of cost increase by issuing notice to cancel effective 90 days after the date of cost increase.
6. Additional Costs, Fees and Expenses. AALC shall pay all additional costs or expenses incurred by CHARTER HR EDUCATIONAL SERVICES, LLC that are incidental to the performance of this Agreement by paying or reimbursing CHARTER HR EDUCATIONAL
SERVICES for approved fees or expenses upon properly presented documentation and approval by the Board or, for fees and expenses occuning between board meetings, the Board may advance funds to CHARTER HR EDUCATIONAL SERVICES for the fees or expenses associated with this Agreement provided that documentation for the fees and expenses are proved for Board ratification. These additional costs, fees or expenses may include, but are not limited to, employee replacement costs, applicant/employee background checks, hiring temporary personnel, substitute teachers, fidelity bonding, and AALC approved training programs. No corporate costs of CHARTER HR EDUCATIONAL SERVICES shall be charged to, or reimbursed by, AALC.
7. Payment of Costs, Fees and Expenses. AALC shall execute a Wire Transfer to
CHARTER HR EDUCATIONAL SERVICES, LLC at least 48 hours prior to each payroll date, from the designated AALC account in an amount equal to the Services Fees, Payroll costs described in Paragraph 5 and Costs, Fees and Expenses described in Paragraph 6 of th i s
Agreement, upon receipt of a detailed billing. If there is any disputed amount to an invoice, the non disputed amount shall be ratified. If there is a disputed amount, whether ratified by the
Board or not, the parties shall meet within fourteen (14) days to discuss and attempt to resolve the disputed amount prior to submitting the matter to arbitration as addressed in Paragraph 11 .
Any errors in payment of costs, fees and expenses
be promptly corrected with the parties acting in good faith and with reasonable efforts.
8. Insurance. AALC's insurance policies will be in compliance with the M.U
.
S.l.C. requirements and in accordance with the limits requir e d by EMU. AALC
be the first named insured and EMU and CHARTER HR EDUCATIONAL SERVICES, LLC will also be named as an additional insured. a ) Vehicle Insurance. AALC shall provide liability insurance for any employee of CHARTER HR E DUCATIONAL SERVICES, LLC driving any vehicle duting the tim e of day or work year he/she is assi gned to
9
203153800.
1 34562/ 1 86327

b) c) d)
AALC by CHARTER .
HR EDUCATIONAL SERVICES, LLC. The policy shall insure against bodily injury and property damage with a minimum combined single limit (CSL) of $1,000,000. AALC shall also provide personal injury protection coverage of $1,000,000. AALC shall name CHARTER HR EDUCATIONAL SERVICES, LLC as an additional insured on these policies with thirty (30) days' notice of cancellation or material change in such policies.
General Liability Insurance. AALC shall maintain general liability insurance policy a comprehensive in the amount of $1,000,000 (CSL) insuring AALC against bodily injury and property damage liability caused by AALC's premises operations or activities conducted off premises related to operation of AALC. The policy shall include blanket contractual liability and personal mJury coverage. AALC shall name
CHARTER HR EDUCATIONAL SERVICES, LLC as an additional insured on this policy with thirty (30) days' written notice of cancellation or material change.
Professional Liability Insurance. AALC shall provide professional liability insurance, including· sexual abuse coverage, in the amount of
$1,000,000 naming CHARTER HR EDUCATIONAL SERVICES, LLC as an additional insured. AALC shall maintain a Worker's Compensation policy with an "if only" provision.
CHARTER HR EDUCATIONAL SERVICES, LLC M.U.S.I.C. Insurance
Coverage. CHARTER HR EDUCATIONAL SERVICES, LLC shall maintain a comprehensive general liability, errors & omissions, directors
& officers, school leaders errors & omissions, auto liability and employment practices liability insurance policy, each of which will be not less than $1,000,000.00 as well as any such insurance policy in the amount as required by the Charter Contract and the Michigan Universities Self
Insurance Corporation. The policy shall include blanket contractual liability, crime, and personal injury coverage. CHARTER HR
EDU CA TI ON AL SER VICES, LLC shall name AALC and EMU as an additional insured on this policy within thirty (30) days and CHARTER
HR EDUCATIONAL SERVICES, LLC shall provide written notice of cancellation or material change. AALC will reimburse CHARTER HR
EDUCATIONAL SERVICES, LLC for all insurance premiums paid to secure the M.U
.
S.I.C. Insurance Coverage requirements, said premium shall be only for premiums incurred based on the AALC student count and employee count at CHARTER HR EDUCATIONAL SERVICES,
LLC.
9. Termination of At,JTeement.
10
203153800.1 34562/186327

a) This Agreement shall terminate and CHARTER HR EDUCATIONAL
SERVICES, LLC shall be relieved of all responsibility under this
Agreement as of the ending date of the last payroll pedod immediately preceding any of the following events: i) AALC files for bankruptcy or becomes insolvent; ii) The facility where employees are engaged in work for AALC is closed; iii) AALC requests a layoff of 25% of the workforce; b) iv) AALC and its successors and assigns discontinue operation; v) AALC meets the definition of a financially distressed business as set forth in the Worker Assistance and Retraining Notification Act. vi) AALC's Contract with EMU is discontinued or not renewed, vii) Any other reason set f01th in this Agreement, including as identified in Paragraph 4 of this Agreement, which constitutes a default under the Agreement or allows CHARTER HR
EDUCATIONAL SERVICES, LLC to terminate this Agreement. viii) Failure of AALC to timely make payment(s) required by this
Agreement or reduces the amount invoiced by more than
$5,000.00 of the contested invoice. ix) For any of the reasons identified in Section 4, subject to Section 4 notice periods.
AALC may terminate this Agreement prior to the end of the term specified in Paragraph 4 or in the event that CHARTER HR EDUCATIONAL
SERVICES, LLC shall fail to remedy a material breach within 60 days after notice from the Board, provided however that if the nature of the breach is such that the cure cannot be reasonably accomplished within 60 days, then the cure period should be extended so long as CHARTER HR
EDUCATIONAL SERVICES, LLC proceeds to cure with reasonable dispatch. Material breach includes, but is not limited to: (1) CHARTER
HR EDUCATIONAL SERVICES, LLC's failure to account for its expenditures or to pay it obligations as specifically noted in this agreement
(provided funds are available to do so), (2) failure of CHARTER HR
EDUCATIONAL SERVICES, LLC to follow policies, procedures, rules, regulations or cuniculum duly adopted by the Board and communicated to
CHARTER HR EDUCATIONAL SERVICES, LLC, provided that such policies, procedures, rules, regulations or curriculum are not inconsistent with the Contract, as amended, this Agreement, or in violation of l 1
203153800.1 34562/186327

applicable law, (3) receipt by the Board of unsatisfactory reports from
CHARTER HR EDUCATIONAL SERVICES, LLC or from an educational consultant retained by the Board about matters concerning
CHARTER HR EDUCATIONAL SERVICES, LLC's performance or the performance of the staff which are not reasonably corrected or explained; or (4) CHARTER HR EDUCATIONAL SERVICES, LLC's failure to abide by all applicable laws in its administration of this Agreement.
Further, any action or inaction by CHARTER HR EDUCATIONAL
SER VICES, LLC that is not cured within 60 days of notice thereof which causes the Charter Contract to be revoked, tem1inated, suspended or which causes the Charter Contract to be put in jeopardy of revocation, tennination or suspension by Eastern Michigan University is a material breach. c) In the event AALC terminates this Agreement pursuant to this Paragraph,
AALC shall pay all charges due under this Agreement through the last date of services provided by CHARTER HR EDUCATIONAL
SERVICES, LLC.
10. Indemnification. a) CHARTER HR EDUCATIONAL SERVICES, LLC.
The parties acknowledge and agree that Eastern Michigan University, its Board of
Regents, and its members, officers, employees, agents or representatives (collectively
"University") are deemed to be third party beneficiaries for purposes of this Agreement. As third party beneficiaries, CHARTER HR EDUCATIONAL SERVICES, LLC hereby promises to indemnify, defend and hold harmless the University from and against all demands, claims, actions, suits, causes of action, losses, judgments, liabilities, damages, fines, penalties, demands, forfeitures, or any other liabilities or losses of any kind whatsoever, including costs and expenses
(not limited to reasonable attorney fees, expert and other professional fees), of settlement and prosecution imposed upon or incurred by the University, and not caused by the sole negligence of the University, which arise out of or arc in any manner connected with the University Board's approval of AALC's application, the University Board's consideration of or issuance of a
Contract, CHARTER HR EDUCATIONAL SERVICES, LLC preparation for or operation of
AALC, or which are incutTed as a result of the reliance by the University upon infomiation supplied by the CHARTER HR EDUCATIONAL SERVICES, LLC, or which arise out of the
CHARTER HR EDUCATIONAL SERVICES, LLC failure to comply with the Contract or applicable law. The parties expressly acknowledge and agree that the University may commence legal action against the CHARTER HR EDUCATIONAL SERVICES, LLC to enforce its rights as set forth in this section of the Agreement.
CHARTER HR EDUCATIONAL SERVICES, LLC shall indemnify and hold
AALC, including its officers, directors, and agents, hannless from any and all claims, including employment related claims by CHARTER HR EDU CA TI ON AL SER VICES, LLC employees or applicants, administrative detenninations, judgments, damages, reimbursements, back pay,
12
203153800. I 34562/186327

penalties, fines, costs or loss, demands, suits, including reasonable attorney's fees or other fonns of liability that may arise out of~ or by reason of, any noncompliance with any agreements, covenants, wan-anties, or undertakings of CHARTER HR EDUCATIONAL SERVICES, LLC contained in or made pursuant to this Agreement and any misrepresentation or breach of representations and warranties of CHARTER I-IR EDUCATIONAL SERVICES, LLC contained in or made pursuant to this Agreement or for wrongful or negligent acts. This indemnification shall include any failure on the part of CHARTER HR EDUCATIONAL SERVICES, LLC that results in violations of federal, state and local laws and regulations. CHARTER HR
EDUCATIONAL SERVICES, LLC shall not be responsible to indemnify AALC for the acts or omissions of an unlicensed individual that occur when that individual is not under the supervision of a Covered Employee or is not performing his/her duties after having been permitted onto AALC grounds by a Covered Employee. The indemnification requirements of this paragraph may be met by the purchase of insurance in a fonn and amounts acceptable to
AALC and shall be not less than $1,000,000 per occurrence. CHARTER HR EDUCATIONAL
SERVICES, LLC shall furnish AALC with written evidence of such coverage. b) AALC. To the extent pennitted by law, AALC shall indemnify and hold
CHARTER HR EDUCATIONAL SERVICES, LLC, including its officers, directors and agents harmless from any and all claims, including employment related claims by AALC employees or applicants for employment as a AALC employee, administrative determinations, judgments, damages, reimbursements, back pay, penalties, fines, costs or loss, demands, suits, including reasonable attorney's fees or other forms of liability that may arise out of, or by reason of, any noncompliance with any agreements, covenants, warranties, or undertakings of AALC contained in or made pursuant to this Agreement and any misrepresentation or breach of representations and warranties of AALC contained in or made pursuant to this Agreement or for wrongful or negligent acts. This indemnification shall include any failure on the part of AALC for violations of federal, state and local laws and regulations. AALC shall not indemnify CHARTER HR
EDUCATIONAL SERVICES, LLC for acts or omissions of an unlicensed individual that may occur when that individual is not under the supervision of the Board. The indemnification requirements of this paragraph may be met by the purchase of insurance in a fonn and amounts acceptable to CHARTER HR EDUCATIONAL SERVICES, LLC and shall be not less than
$1,000,000 per occurrence. AALC shall provide CHARTER HR EDUCATIONAL SERVICES,
LLC with written evidence of such insurance.
11. Arbitration. In the event of a dispute regarding a breach, alleged breach, validity or interpretation of any provision of this A!::,1feement, both AALC and CHARTER HR
EDUCATIONAL SERVICES, LLC agree to submit such disputes, except as either party may be seeking injunctive relief, to final and binding arbitration as the sole and exclusive remedy for such disputes. Said disputes shall be submitted to the Michigan Mediation and Arbitration
Services ("MMAS") and governed by the Michigan Court Rules and Michigan Arbitration Act.
The arbitration hearing will be held in Mecosta County and will be the exclusive remedy for resolving the disagreement. Either party may file for arbitration but must do so with MMAS within one hundred twenty (120) calendar days of the event precipitating the disagreement, or within the applicable statute oflimitations, whichever is sooner.
13
203153800. l 34562/186327

If arbitration is requested by either AALC or CHARTER HR EDUCATIONAL
SERVICES, LLC, the parties shall be entitled to be represented by attomeys and/or counsel of their choice. The parties shall equally split the filing fee, and any administrative fees or costs assessed by MMAS, regardless of who requests the arbitration. The parties will split the arbitrator's compensation, and each party will pay its own costs and attorney fees in connection with the arbitration, except as those costs and fees may be reallocated by the arbitrator in the award of damages in accordance with this Agreement or the relevant state or federal statute.
If arbitration is requested, the arbitrator shall allow both pmiies the right to conduct limited and reasonable discovery, which may include depositions, and for a period of time necessary for the parties to reasonably prepare for the arbitration hearing. The arbitrator is authorized to issue subpoenas to summon witnesses.
The arbitrator may award any and all remedies allowable by the cause of action pled in the request for arbitration, including but not limited to equitable relief and money damages. The arbitrator shall issue a written decision, containing his/her findings of fact and conclusions of law. The arbitrator's award will be final and binding on both parties, and may be enforced in a cou1t of competent jurisdiction.
12. Entire Agreement. This document, being executed in multiple and identical counterpaiis all of which shall constitute part of the Agreement, contain the entire Agreement between the parties with regard to the subject matter of this Agreement. All previous negotiations, statements and preliminary instruments of the parties and their respective representatives are merged into this Agreement. No modification of this Agreement shall be valid or binding unless such modification is in writing, dated and signed by the authorized representative of each party. The conditions of this Agreement extend to and bind the subsidiaries, successors and assigns of each party.
13. Notices. All notices required or permitted by this Agreement shall be in writing and delivered personally or by first class mail, postage prepaid to the address of each party as follows:
AALC: CHARTER HR EDUCATIONAL SERVICES, LLC:
3980 Research Park Drive
Ann Arbor, MI 48108
528
4th
Street NW
Grand Rapids, MI 49504
With a copy to :
Clark Hill PLC
Joseph B Urban
151 S. Old Woodward Avenue
Suite 200
Binningham, MI 48009
14
203153800. I 34562/186327

one of the parties to this A&rreement changes his/her or its address, they shall within thirty (30) days notify the other party, in writing, of the new address. Notice shall be deemed received on the date
is delivered or mailed.
14. Responsibility For Perfonnance of Agreement. Each patty, their successors and assigns shall be jointly and severally responsible for the performance of their obligations under this Agreement.
15. Severabllity and Validity. The invalidity or unenforceability of any provision or part of this Agreement shall not affect the validity or enforceability of any other provision or part of this Agreement.
16. Contract Interpretation. The Pmiies acknowledge that this Agreement and the language contained in this Agreement are the result of negotiations between the parties and no part of this Agreement shall be construed against either party by virtue of authorship.
17. No Third-Party Rights. This Agreement is intended solely for the benefit of
CHARTER HR EDUCATIONAL SERVICES, LLC and AALC, and, other than as specifically stated herein, it shall not be construed to create any benefits for or rights in any other person or entity, including employees, students, or their representatives.
18. Waiver of Breach. The waiver by one pmiy to this Agreement of a breach of this
Agreement by the other party shall not operate as or be construed as a waiver of any subsequent breach or breaches
the other party.
19. Caption Headings. The captions headings for each provision of this Agreement are not part of this Agreement nor shall they be use to construe the provision more broadly or narrowly then the text would indicate.
20. Necessary Documents. The parties shall execute all necessary documents required to carry out the terms and intent of this Agreement.
21. Governing Law. The Agreement shall be construed under the law of the State of
Michigan.
22. Counterparts. This Agreement may be executed in identical counterparts, each of which shall be deemed an original.
23. Assignment. The Agreement may not be assigned by either party without the written consent of the other party, prior approval of the Board, except that CHARTER HR
EDUCATIONAL SERVICES, LLC may assign its rights and duties to an entity within the
CHARTER HR EDUCATIONAL SERVICES, LLC organization upon 60 days' written notice to the Board and provided the Board approves said assignment.
24. Board's Constitutional Duty. No provision of this Agreement shall or is intended to interfere with the Board's duty to exercise its statutory, contractual and fiduciary responsibilities governing the operation of AALC as provided under Michigan law. This
15
203153800. I 34562/186327

Agreement does not prohibit the Board from acting as an independent, self-governing public body, or allow public decisions to be made other than in compliance with the Open Meetings
Act.
25. Governmental Immunity. No provision of this Agreement is intended to restrict the Board from waiving its govenunental immunity or require the Board to assert, waive or not waive its governmental immunity. Nothing in this paragraph shall prohibit CHARTER HR
EDUCATIONAL SERVICES, LLC from asserting any defense that may be available to it under this Agreement or under Michigan law. AALC shall not waive or assert any rights to the sole detriment of CHARTER HR EDUCATIONAL SERVICES, LLC related to AALC's obligations to CHARTER HR EDUCATIONAL SERVICES, LLC under this agreement unless said actions are the result of an alleged breach of this Agreement by CHARTER HR EDUCATIONAL
SERVICES, LLC.
26. Financial, Educational and Student Records; Info11nation Available to the Publi c .
Financial, educational, and student records pertaining to AALC are AALC property, and such records are subject to the provisions of the Michigan Freedom of Information Act. All AALC records shall be physically or electronically available, upon request, at AALC's physical facilities and shall be kept in accordance with applicable state and federal requirements. Except as pennitted under applicable law, CHARTER HR EDUCATIONAL SERVICES, LLC shall not restrict the authorizer's, the public's, or the independent auditor's access to AALC's records consistent with applicable statutes. No provision of this Agreement shall alter the Board treasurer's legal obligation to direct that the deposit of all funds received by AALC be placed in
AALC's depository account as required by law. Signatories on AALC accounts shall solely be
Board members or (a) properly designated Board employee(s). Interest income earned on such accounts shall accrue to AALC. CHARTER HR EDUCATIONAL SERVICES, LLC shall make information concerning the operation and management of AALC, including without limitations the information described in Schedule 4 of AALC's Charter Agreement with its Authorizer, available to deemed necessary by the Board in order to enable the Board to folly satisfy its obligations under the law.
27. Compliance with Section 503c. On an annual basis, CHARTER HR
EDUCATIONAL SERVICES, LLC agrees to provide Board with the same information that a school district is required to disclose under section 18(2) of the State School Aid Act of 1979,
MCL 380.1618, for the most recent school fiscal year for which the information is available.
Within thirty (30) days of receipt of this information, Board shall make the infonnation available on AALC's website home page, in a form and manner prescribed by the Michigan Deparbnent of
Education. The defined terms in section 503c of the Code, MCL 380.503c, shall have the same meaning in this Agreement.
28. Independent Auditor. CHARTER HR EDUCATIONAL SERVICES, LLC shall not select or designate the independent auditor, accounting firm or legal counsel for AALC. All finance and other records of CHARTER HR EDUCATIONAL SERVICES, LLC relating to
AALC will be made available to AALC's independent auditor at the request of AALC or the auditor.
16
203153800. J 34562/ 186327

29. Procurement of Equipment, Materials, and Supplies. If CHARTER HR
EDUCATIONAL SERVICES, LLC procures equipment, materials, and supplies at the request of or on behalf of AALC, CHARTER HR EDUCATIONAL SERVICES, LLC shall not include any added fees or charges with the cost of the equipment, materials, and supplies purchased from third parties. Any equipment, materials, or supplies purchased by CHARTER HR
EDUCATIONAL SERVICES, LLC on behalf of or as the agent of AALC are and shall remain the property of AALC. When making a purchase on behalf of or as agent of AALC, CHARTER
HR EDUCATIONAL SERVICES, LLC shall comply with Section 1274 of the Code as if AALC were making a purchase directly from a third party.
30. AALC Proprietary Rights. AALC owns all proprietary rights to curriculum or educational materials that: a) b) are both directly developed and paid for by AALC; were developed by CHARTER HR EDUCATIONAL SERVICES, LLC at the direction of the Board with AALC funds dedicated for the specific purpose of developing such curriculum or educational materials.
All educational mate1ials and teaching techniques used by AALC may be subject to disclosure under the Revised School Code and the Freedom of Infonnation Act.
31. Charter HR Educational Services LLC Proprietary Rights. CHARTER HR
EDUCATIONAL SERVICES, LLC owns all proprietary rights over curriculum, educational or
AALC management materials: a) Previously developed or copyrighted by CHARTER HR EDUCATIONAL
SERVICES, LLC or b) Previous materials to this agreement that are not otherwise dedicated for the specific purpose of developing AALC curriculum, educational or
AALC management materials.
All educational materials and teaching techniques used by AALC are subject to disclosure under the Code and the Freedom of Information Act.
32. Employment Liability. CHARTER HR EDUCATIONAL SERVICES, LLC is the employer of record for employee compensation, collection of payroll taxes and withholdings, worker's compensation and unemployment liability and payment of benefits
1 all of which are set forth in this Agreement.
33. Marketing and Development. Should CHARTER HR EDUCATIONAL
SERVICES, LLC provide marketing and development services to AALC, the cost paid by or charged to AALC shall be limited to those costs specific to the AALC program and shall not include any costs for the marketing and development of CHARTER HR EDUCATIONAL
SERVICES, LLC.
17
203153800.1 34562/ 186327

34. Compliance with EMU Contract. CHARTER HR EDUCATIONAL SERVICES
LLC agrees to perform its duties and responsibilities under this ESP agreement in a manner that is consistent with AALC's obligations under AALC's Charter Contract issued by the Eastern
Michigan University Board of Regents. The provisions of AALC's Charter Contract shall supersede any competing or conflicting provisions contained in this ESP agreement. Any additional costs of compliance because of changes mandated by EMU will be borne by AALC and subject to CHARTER HR EDUCATIONAL SERVICES, LLC's ability to perfom1. If the additional costs are deemed excessive by the Board, and the matter cannot be resolved, it may opt out of this Agreement by giving 90 days' written notice.
This Agreement is executed as of the date first written above.
AALC
Its: President
By:
Its: President
?/17 1.)
2031 53800. l 34562/ 186327
18

203153800. I 34562/ 1863 27
19

Ann Arbor Learning Community Staff Roster
Teacher's Name Grade level I Subiect assignment
Andrews , Cynthia
Bergin, Deborah
Grim Katie
King, Tammy
Kowalczuk , Marissa
Kreiner Kristen
Kuhn .
. Abiqail
Maltby , Jacob
Marchyok, Tracey
Marks-Wilt , (Docking) , Lauren
Meadow, Drake
Morgan. Jessica
To Be Named (Not Hired Yet)
To Be Named (NeootiatinQ Currently)
Staff Name
Andrews, Cynthia
Feigner, Wendi
Kuhn, Abigail
Paich, Katrina
To Be Named (Not H i red Yet)
Grades 6 , 7, 8 Science
Kindergarten , Grade 1
Grades 2 , 3
Kindergarten , Grade 1
Kindergarten through Grade 8 Art
Grades 4 , 5
Grades 6, 7, 8 Social Studies
Grades 6, 7, 8 Enolish Lanquaoe Arts
Grades 4 , 5
Grades 2 , 3
Grades 6 , 7. 8 Mathematics
Kinderoarten , Grade 1
Music Teacher
Physical Education Teacher
Role I assignment
School Leader
Business Manager
School Leader
Admin Assistant
Lunch Supervisors
2015-16

Ann
I
-
1

Phone: (616) 643-4099
Michael.Lamfers@plantemoran.com
Axios Inc. has been providing HR Services I Sole Employer services to Charter Schools since
2002. We provide payroll, benefits, Workers Compensation Insurance, and all HR Regulatory
Compliance. Please see attached list for typical tasks and functions we perform for our Charter
Schools.
Axios current school client references: Please see attached
Axios mission, vision, and values statement :
Mission: Personalized employment solutions for small and mid-sized businesses, Charter
Schools, Private Schools, and Colleges
Vision: To deliver world-class employment solutions
Core Values: Excellence, continuous improvement, honesty, unity, communication, respect, professional growth, empowerment, and innovation
Brand promise: Personalized service, responsive and accountable, fair and re a sonable price
2

Executive Vice President HR Solutions
(616) 451-6236 bkazmierczak@axios l ncoroora t ed.com
Photo and bio coming soon
Ann Hayes
Vice President of Client Service
(616) 949-2525 x112 ahayes@ax i osincoroorated.com
Ann started her career with Axios Incorporated in 1992. Ann's primary focus is ensuring a great experience for both clients and their staff across Axios PEO, ASO and consulting service offerings . In addition to her responsibilities as VP, Ann uses her more than 19 years in Human Resources and
Staffing to oversee Axios training and development. Ann attended Western Michigan University and has earned her Professional Human Resources certification. She is involved in Junior Achievement and the Society for Human Resource Management.
I'
John W. Sanford, PHR
Vice President of Educational Services t'°' :,,.
~• O.ll.i
' (616) 949-2525 x116 Direct & Cell (616) 451-6216 jsanford@axiosincoroorated.com
John brings 20+ years of experience in operations, human resources, and management consulting with expertise in employee relations, performance management, and implementing employee systems and programs to our educational clientele with a focus on charter schools & colleges, where he puts his 8 years of prior school board and 9 years of school focused HR experience to work.
With a Bachelors Degree in Business Management with a Human Resource emphasis from Grand
Valley State University, John is an energetic presenter and offers clients expertise and fresh ideas in the areas of tactical and strategic human resource services. John is a member of the Society for Human Resource
Management (SHRM) as well as an active member of the Greater Grand Rapids Association for Human Resource
Management (AHRM), and has been a featured speaker in career development at Ferris State University, Grand Valley
State University, Aquinas College, and subject matter specific webinars.
Andrew O'Brien
Director of Business Development/HR Services Division
(616) 949-2525 x117
HR Services Division
(616) 292-1466 (C) aobrien@axiosincorporated.com
Andy O'Brien has 17+ years experience in the Human Resources Industry along with 25 years of
Industrial Sales experience. Andy is a people person, and has a creative mind and nature. With his mature organizational skills and logic, Andy can assist his clients with the challenges they may face being an employer in today's global market.

Barbara VanDop
Director of Business Development/HR Services Division & Charter School Sales
(616) 949-2525 x123 (616) 450-3638 (C) bvandop@axiosincorporated .
com
With 32 years of industrial, service oriented sales experience; Barb VanDop understands how all aspects of an organization impact the bottom line. Barb uses her experience to match each client's needs with Axios' expertise to provide customized solutions. Being a service-oriented "people person," Barb is exceptionally skilled at the coordination and satisfaction of Axios' HR services, whose core competencies are in Human and Organizational Performance for clients that understand the value of outsourcing in these key areas.
Benjamin Amponsah
Human Resource Consultant
(616) 949-2525 x301 bamponsah@axiosincorporated.com
Benjamin joined Axios Incorporated in 2013 after a varied career in both manufacturing & human resources. Benjamin's bachelors & masters in Manufacturing Systems (from Berea College & North
Carolina A&T University respectively) brought him to have a different view of efficiency - the human factor. With his masters in human resources from the University of Illinois, Benjamin brings an eye for strategy, detail & process along with excellent relationship building skills to the Axios team. His HR background includes time spent in food processing, manufacturing and healthcare, which provides our clients ample opportunity to leverage Benjamin's diverse education & experience to drive results in their organizations. Benjamin serves on the Boards of the Grand Rapids Sister Cities International (GRSCI), Early Learning Neighborhood Collaborative (ELNC),
The Human Resources Group (HRG) and the Grand Rapids Symphony's Community Engagement Committee.
Sue Bosscher
Human Resource Consultant
(616) 949-2525 x135 sbosscher@axiosincorporated.com
Sue joined Axios in 2003 as a Payroll Specialist, and in 2007 transitioned into a Consultant role.
With more than twelve+ years experience in payroll, benefits and human resources, Sue offers clients expertise in a variety of industries, providing both behind the scenes and middle of the action support at a variety of client levels.
Katie Breuker, PHR
Human Resource Consultant
,.. (616) 949-2525 x139 kjeplawy@axiosincoroorated .
com
Katie joined Axios in February 2007 as part of the Staffing Division. In June of 2008 she transitioned into a Consultant Role with the HR Services Division. She has a Bachelor of Business Administration from Grand Valley State University with a focus on Human Resources, and achieved her Professional
. in Human Resources (PHR) certification in 2009. Katie works with a wide variety of professional service, hospitality & manufacturing clients helping them deliver high touch HR Services.
Marquis Buggs
Human Resource Coordinator
(616) 949-2525 x133 mbuggs@axiosincorporated.com
Marquis Buggs joined Axios in August 2012 as an Intern and soon after transitioned into a Human
Resource Coordinator Role with the HR Services Division. Marquis has a Bachelor of Business
Administration from The University OF Phoenix with a focus in Human Resources. Currently Marquis is attending Western Michigan University pursuing his Master's In Business Administration (MBA).
Marquis delivers a high-touch HR Service while primarily working with a variety of professional educators within our charter school client base.

Human Resource Consultant
(616) 949-2525 x118 mcarlson@axiosincorporated .
com
Mary Carlson brings more than 20+ years of human resource and benefits administration services to
Axios clients. With special expertise in maintenance and administration of client flexible spending accounts, cobra accounts, general claims administration, and client relations. Mary is an excellent resource for clients seeking HR counsel and will meet with them as needed to deliver the latest information and provide timely employee services and assistance. Her client base includes manufacturing, professional & educational service providers across West & Southwest Michigan.
Orletta Cross
Human Resource Consultant
(616) 949-2525 x114 ocross@ax i osincorporated .
com
Orletta Cross is a polished HR professional and cutting edge leader who has had proven success in managing people, projects, budgets and business endeavors. She graduated Cum Laude from
Wayne State University with a Bachelor of Science Degree in Business Administration, majoring in
Human Resources Management and brings 20+ years of solid HR experience in both private and non-profit arenas. Orletta brings a tremendous amount of energy and enthusiasm to her clients in eastern Michigan. These qualities, coupled with her experience and warm friendly personality, make her a valued member of the Axios team.
Judy Proch, PHR
Human Resource Consultant
(616) 949-2525 jproch@axiosincorporated .
com
Judy was a business major at Ferris State University and has served in a variety of human resource, recruiting/placement & consulting roles in her 20+ years in human resource management before joining Axios in 2013 as an HR Consultant. Judy is a certified human resource professional, PHR, and has served as President of AHRM, the local human resource chapter of the Society of Human
Resource Management (SHRM) and also served on the executive board of MiSHRM at the State
Level. She has always enjoyed working in different industries, from manufacturing & service industries to assisted living facilities, her broad experience in numerous operating environments and high energy level allows her to bring a diverse knowledge base to each client she works with.
Sandra VerMeulen
Human Resource Consultant
(616) 949-2525 svermeulen@axiosincorporated.com
Sandie joined the Axios team in 2015 after spending 19 years of progressive human resources work in an employee & client centered healthcare/health club environment with prior sales & sales support experience. Sandy has been active helping workplaces encourage engagement, recognition and best practices through out their HR processes, as well as a passion for staff training, development & retention. With her Bachelors in Advertising from Michigan State University, she enjoys partnering with her client to communicate their HR message in interesting and interactive ways.
Colleen Dulyea
Payroll Specialist
(616) 949-2525 x134 cdulyea@axiosi ncorporated .com
Colleen brings more than 21 years of experience to Axios' payroll department and our PEO clients.
Her expertise in the areas of tax laws, payroll regulations, union regulations, and a variety of pay types - per diem, certified payrolls, multiple state processing, etc. - guarantees every client's payroll meets even the most demanding specifications.

Mary Pinkerton
Payroll Specialist
(616) 949-2525 xlll mo i nkerton@ax i osincorporated .
com
Mary Pinkerton joined Axios in 2009 as a Payroll Specialist. She has over 22 years of Payroll and
Accounting experience. Mary is responsible for supporting our clients with payroll services, ensuring that all checks are processed and delivered accurately and in a timely fashion. Mary also supports the accounting team when needed.
Kathi Cook
Benefits Administrator
(616) 949-2525 kcook@axiosincorporated.com
Kathi joined Axios in the fall of 2013 as a Benefits Administrator. She brings over 25 years of
Accounting and Payroll expertise in addition to 2 years as an acting Human Resource Administrator .
. 1· With her longevity and knowledge in the accounting and human resource fields, Kathi understands the importance of accuracy, confidentiality and customer care for our Axios clients.
Jamie Kuempel, CWCP
Risk Management Coordinator
(616) 949-2525 x122 jkuempel@ax i osincorporated.com
Jamie joined Axios as a Human Resource Consultant for our Staffing Division in 2006. In 2009 she transitioned to Unemployment Specialist, and then shifted into the Risk Manager role in February
2011. As Risk Manager, Jamie primarily focuses on worker's compensation claims management, unemployment, and risk-related employment cases. Jamie graduated from Central Michigan
University with a Bachelor's degree in Interpersonal and Public Communication, and earned her
Certified Workers' Compensation Professional (CWCP) certification from Michigan State University.
Justin Bruin
Senior Accountant
(616) 949-2525 x120 jbru i n@axiosincorporated .
com
Justin began working for Axios in the winter of 2012 after completing an internship with our team.
He graduated from Grand Valley State University in Accounting. He handles accounts payables, accounts receivables, taxes and many other key functions for Axios.
Brett McCarty
Staff Accountant
(616) 949-2525 x115 b m ccarty@a x io si nco r po r a te d.
com
Brett started his career with Axios Incorporated in 2013 completing 2 internships with our team. He graduated from Albion College with a degree in Economics and Management with an emphasis in
Accounting. Brett handles benefit reconciliation, implementation of new software, and assists in payroll processing.

Payroll / Unemployment Coordinator
(616) 949-2525 tmcintyre@axiosincorporated.com
Tanya joined Axios as the Payroll/LIE Coordinator in 2012. She is responsible for processing the payroll for Staffing Inc. and Office Staffing, Inc. as well as manages the unemployment claims for
Staffing and Axios' PEO clients. Tanya previously worked for a professional private investigation company specializing in worker's compensation. She has over 20 years of customer service experience.
CEO, Axios Incorporated
(616) 949-2525 xl24 dba rchesk i @axlosincoroorated.com
Dan Barcheski founded Axios as Staffing, Inc. in 1988, and has led it to double-digit growth each year since it was founded, earning three appearances on the Inc.500 list. Today, he provides Axios with strategic direction and a clear focus on customer service. He also provides clients with customized solutions - including Lean and Six Sigma - to help them deliver products and services faster and better, often at reduced costs. Dan holds a bachelor's degree in Economics and
Management from Albion College, and is a graduate of Harvard Business School, OPM 24.
President, Axios Incorporated
(616) 949-2525 xl12 kha i nes@axiosi nco r pora t ed .com
Kellie Haines joined Axios Incorporated in 1992. Through her leadership, Axios has grown from a staffing agency into a full-service human resources company, providing clients with a variety of customized solutions that optimize human and organizational performance. Today, as President,
Kellie is responsible for financial and operational aspects for all divisions of Axios. Kellie earned a bachelor's degree in business administration from Michigan State University, and has completed executive courses at Harvard Business School.