Subcontracting & Agency Partnerships

Overview

Subcontracting and agency partnerships are a core operational mechanism through which TheKey supplements its direct staffing capacity, expands its referral network, and fulfills care obligations in markets where internal resources are insufficient. This encompasses three distinct relationship types: (1) subcontracting arrangements where TheKey either receives or places caregiving staff through third-party agencies, (2) Placement Agency Agreements (PAAs) through which referral partners direct clients to TheKey in exchange for revenue-share compensation, and (3) regulatory licensing as a Personnel Placement Agency in Canadian provinces including Quebec and Ontario. These relationships carry significant compliance obligations, contractual liability, and financial implications, making governance and standardized process essential.

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Key People

• Tim Thomas — Central figure in Canadian licensing and subcontracting decisions; named officer on Quebec placement agency filings.
• Steve Koyanagi — Legal lead on subcontracting compliance, placement agency licensing, and agreement review; primary contact for PAA contract negotiations.
• Will Reid — Regional operator managing Placement Agency Agreements; initiated agreement with MySeniorCarePartners (2025) and structured GCM partnership terms.
• Teresa Heit — Raised subcontracting feasibility question to Steve Koyanagi in 2024 regarding staffing shortfalls.
• Isabelle Grondin — Flagged Quebec Bill 10 compliance implications (2025).
• Joey Taylor — Involved in Canadian staffing agency coordination and Bill 10 discussion thread.
• Lucas Motro — Coordinated Montreal staffing permit DocuSign process (2021); engaged in WRHA subcontracting context in Winnipeg (2023).
• Mike Pham / Mike Schantz — Named officers on Montreal personnel placement agency permit filings.
• Chen Xie — Named officer on Quebec placement agency regulatory filings.
• Marc Atkinson — Managing Ontario staffing agency permit process (2023).
• Aretha Ilion — Distributed the formal referral-out process to Placement Agencies to GMs (2025-01).
• Shelby Lowell — Shared updated referral-out process documentation (2025-02).
• Toni Vivian — Sr. Manager, Talent Acquisition; sourced local staffing agencies for temp needs (2022-12).
• Earl Blair / Micah Jakoblich — PPA Regional Sales Leader and Account Owner for CarePatrol of Greater Milwaukee deal (2025-06).
• Melissa Ulanch — Announced CarePatrol PPA deal internally (2025-06).

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Processes & Policies

Placement Agency Agreements (PAAs — Referral-In)

• A standard PAA compensates referring placement agencies at 10% of gross revenue, not to exceed $2,500 per referred client, per the HCL Playbook.
• The Regional Ops lead or GM signs PAAs; legal (Steve Koyanagi) reviews contract modification requests.
• A Shared Economics variant exists, as used in the CarePatrol of Greater Milwaukee deal (gross revenue 10%). [New PPA Deal Announcement — 2025-06-09 — Melissa Ulanch]
• The Ambassador Program payment structure was offered as an alternative PAA vehicle in at least one GCM partnership, with no HCL involvement to avoid double payment. [Re: GCM Partnership Agreement — 2025-02-24 — Will Reid]

Referral-Out Process (Referring Clients to Placement Agencies)

• A formal referral-out process was created and distributed to GMs in January–February 2025 to standardize how TheKey refers clients it cannot serve to external placement agencies. [Re: Process for Handling Referrals to Placement Agencies — 2025-01-28 — Aretha Ilion]
• HCLs (Home Care Liaisons) are responsible for logging referral-out information; a tracking spreadsheet is maintained. [Re: Placement Agency - Referral Out Process — 2025-01-28 — Cristal Munoz]
• Chicago market provides service zip codes to referring placement agencies on request. [Zip Codes List for Chicagoland Markets — 2025-02-18 — Claudia Cook]

Subcontracting (Staff Sharing Between Agencies)

• Both the contracting and subcontracting agency must hold proper licensure/certification.
• The contracting agency bears responsibility for ensuring the subcontractor's compliance. [Re: Subcontracting — 2024-08-29 — Steve Koyanagi / Amanda Fults]
• Subcontracting use is triggered by staffing shortfalls; Teresa Heit surfaced this option with Tim Thomas before escalating to legal in August 2024.

Canadian Regulatory Licensing

• Operating as a Personnel Placement Agency in Quebec requires a CNESST permit under section 92.5 of the Act Respecting Labour Standards.
• All named directors/officers of the agency entity must be listed on the permit filing; Quebec treats all directors as officers for this purpose.
• Ontario requires a separate staffing agency permit; a Letter of Credit was pending as of November 2023. [Fwd: Licensing Requirement — 2023-11-09 — Marc Atkinson]
• CNESST permits require periodic self-inspection checklists; if multiple permit types are held, a checklist per permit is required. [Re: Permit Renewal — 2024-07-22 — Sean Cygan]

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Timeline & Key Events

• 2018-06 — Subcontracting with other agencies listed as an active discussion topic on a leadership call. [Topics for todays Call — 2018-06-01 — Jim Wiegers]
• 2020-04 — COVID essential services question raised: whether Quebec co-contractors serving the elderly fall under essential services designation. [quebec.ca/en — 2020-04-03 — Lisa Zucker]
• 2021-02 — Montreal staffing permit DocuSign initiated; Mike Schantz and Chen Xie named as officers. [Mike/Chen - Docusign — 2021-02-02 — Lucas Motro]
• 2021-06 — Local agency sought to fill HCL position; question raised whether TheKey was working with any placement agencies at the time. [Agency - HCL — 2021-06-02 — Candice Losego]
• 2022-09 to 2022-10 — Montreal Agency Permit renewal and Quebec officer listing confirmed via CNESST Mon Espace portal.
• 2022-12 — Local staffing agency sought for Calgary contract employee (short-term LOA cover); Talent Acquisition involved. [Local Staffing Agencies — 2022-12-19 — Toni Vivian]
• 2023-01 — WRHA subcontracting model in Winnipeg documented; government care via subcontracted agencies, private care outsourced separately. [Re: Meeting today — 2023-01-10 — Lucas Motro]
• 2023-02 — Steve Koyanagi flags Quebec Personnel Placement Agency licensing as relevant to non-compete provisions.
• 2023-11 — Ontario staffing permit deadline of December 1, 2023 flagged; Letter of Credit outstanding. [Fwd: Licensing Requirement — 2023-11-09 — Marc Atkinson]
• 2024-08 — Subcontracting feasibility raised by Teresa Heit; legal confirms dual-licensing requirement and contracting agency liability.
• 2024-09 — Nomade RH requests updated CNESST staffing agency license from Tim; prior license expired. [Staffing agency license from the CNESST — 2024-09-09 — Nomade RH]
• 2025-01 — Formal referral-out process to placement agencies distributed to GMs across the Midwest.
• 2025-02 — Referral-out process documentation shared by Shelby Lowell; Chicago market zip code list provided to referral partner.
• 2025-04 — MySeniorCarePartners requests contract amendment to PAA; Will Reid approves and routes to Steve Koyanagi.
• 2025-06 — CarePatrol of Greater Milwaukee PAA announced (Shared Economics, 10% gross revenue).
• 2025-11 — Quebec Bill 10 flagged: provincial government restricting use of third-party staffing agencies in health and social services sector for 2025–2026.

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Key Decisions

• PAA compensation is standardized at 10% of gross revenue, capped at $2,500 — embedded in the HCL Playbook and applied consistently across markets.
• The contracting agency (TheKey) bears compliance responsibility for any subcontractor's conduct — this was confirmed by legal in August 2024 and shapes how subcontracting arrangements are approved.
• Both the referral-in (PAA) and referral-out processes were formalized in early 2025, reflecting a strategic shift toward structured, trackable partnerships rather than ad hoc arrangements.
• TheKey pursues and maintains its own Personnel Placement Agency licenses in Quebec and Ontario rather than operating through a third-party license — requiring named officers and periodic permit renewal.
• No HCL involvement in Ambassador Program PAA deals to avoid double payment to intermediaries. [Re: GCM Partnership Agreement — 2025-02-24 — Will Reid]

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Open Questions & Gaps

• Ontario staffing permit status: As of November 2023, a Letter of Credit was still outstanding. Current status is unconfirmed in available records.
• Quebec Bill 10 impact: The November 2025 legislation restricting staffing agency use in health and social services has not been assessed for its specific impact on TheKey's Quebec operations or existing CNESST permits.
• CNESST license renewal cadence: Nomade RH requested an updated license in September 2024 because the prior one had expired — suggesting permit renewal tracking may be inconsistent.
• Subcontracting framework completeness: The 2024 Heit/Koyanagi exchange confirms legal guardrails exist, but no formal subcontracting policy document is referenced; it is unclear whether one exists.
• Referral-out tracking compliance: The process relies on HCLs logging referrals; no audit or enforcement mechanism is documented.
• Vancouver/VCH third-party contracting: VCH requires engagement through a centralized portal for contracts exceeding $75,000; TheKey's compliance status with this procurement process is not confirmed.

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Related Topics

1. Quebec Regulatory Compliance & CNESST Licensing

2. HCL Playbook & Sales Partnership Structures

3. Canadian Market Operations (Montreal, Ontario, Winnipeg, Vancouver)

4. Staffing & Caregiver Recruitment

5. Community Service Agreements & Supplemental Staffing