Facility Client Agreement — Version 3

Referral Partner: Rosenthal Adult & Senior Care Connections (“RASCC”), 12951 Campbell Ct., Hesperia, CA 92344, (888) 272-3301.

Facility Operator: The legal entity identified in this Agreement (“Operator”).

Participating Facility/Facilities: The assisted living or senior care Facility/Facilities identified in this Agreement. This Agreement applies only to those participating Facilities unless the Parties add another Facility in writing.

RASCC will market the participating Facilities and introduce prospective residents. When separately engaged in writing by Operator, RASCC may also provide placement coordination, family communication, authorized public-benefits application support, and permitted reimbursement-documentation assistance for a prospective resident identified by Operator or another referral source, as provided in Section 4.3. Operator retains sole authority to assess, accept, or decline any prospective resident. The relationship is non-exclusive: RASCC may refer to other providers, and Operator may work with other referral partners.

“Admission Date” / “Move-In Date” means the date the resident physically moves into the participating Facility. For referral-fee timing under this Agreement, that date is Day 0, the next calendar date is Day 1, and all deadlines use calendar days. Signing an admission agreement, reserving a room, or paying a deposit without actual physical move-in does not activate the Referral Fee.

“Full Monthly Rate” means the total recurring monthly rate stated in the admission agreement or applicable rate schedule after any three-month promotional, discounted, or introductory rate ends. This general definition does not include SSI, room and board, or other resident-paid amounts in the fee base for an IEHP/Kaiser-funded Facility-Originated Supported Placement governed by Section 4.3.

“Qualified Referral” means either (a) a prospective resident first introduced to Operator in writing by RASCC who was not already an active, documented lead of Operator (a “Direct RASCC Referral”), or (b) a Facility-Originated Supported Placement qualifying under Section 4.3. The applicable Referral Fee, calculation, and protections depend on which category applies. Physical move-in and Sections 4.4, 5, and 6 govern activation and payment.

“Facility-Originated Supported Placement” means a prospective resident originally identified or introduced to Operator by Operator, a social worker, discharge planner, hospital, case manager, family member, or another third party, for whom Operator later engages RASCC in verifiable written communication to perform material care-navigation, placement coordination, benefits-application assistance, or lawful reimbursement-support services, and for whom RASCC performs those agreed services in connection with the resident’s physical move-in.

“Accrued” or “Accrues” means that the applicable installment has become earned under Section 5; an amount already accrued remains payable despite a later event, subject to any express prorated-refund obligation under Section 6.3. An amount not yet accrued is automatically waived for a Facility-Originated Supported Placement when Section 6.7 applies.

4.1 Three-Month Referral Protection. For a resident first introduced by RASCC under Section 3(a), if the resident physically moves into a participating Facility within three (3) months after RASCC registers or introduces the referral in writing, the Referral Fee schedule is activated. Facility-Originated Supported Placements qualify separately under Section 4.3 and do not require RASCC to have originated the lead. Operator shall not bypass RASCC, redirect a qualifying resident between its Facilities, or use an affiliate or related party to avoid an otherwise lawful fee.

4.2 Competing Referral Sources. For competing claims to a Direct RASCC Referral under Section 3(a), the source that first submitted the prospective resident through verifiable written communication bearing an objective date and time stamp, including email, text message, electronic referral platform, or similar written record, shall be recognized as the originating source. A prior introduction by a hospital, social worker, discharge planner, case manager, or other third party does not prevent RASCC from earning the applicable Referral Fee for a separately engaged Facility-Originated Supported Placement under Section 4.3, as calculated there. Operator shall not owe RASCC more than one Referral Fee for the same resident’s single qualifying admission, irrespective of the number of RASCC service categories involved.

4.3 Facility-Originated Referrals and Placement/Funding Assistance. A resident sourced by Operator, a facility owner or employee, a hospital, social worker, discharge planner, case manager, family member, or another third party may be a Facility-Originated Supported Placement, even though RASCC did not introduce that resident. This category qualifies only if Operator requests assistance in verifiable writing identifying the resident and requested work, RASCC materially performs that work with required consent, and the resident physically moves in. Services may include resident/family coordination, obtaining authorized records, benefits-pathway review, application preparation, health-plan communication, or permitted reimbursement-documentation support. For an IEHP/Kaiser-funded Facility-Originated Supported Placement, RASCC’s fee is 100% of the IEHP/Kaiser-approved reimbursement for a standardized 30-day month ONLY; it excludes all resident-paid SSI/SSP, room and board, rent, family contributions, and other non-payer charges. A documented daily approval is multiplied by 30. No IEHP/Kaiser fee is chargeable without written payer approval, and excluded payments cannot substitute for an unapproved rate. Other qualifying facility-originated arrangements use the Full Monthly Rate unless separately agreed in signed writing. Section 6.7 automatically waives unaccrued installments following a listed event, regardless of cause. All fees remain subject to Section 4.4.

4.4 Government-Funding and Billing Compliance. The parties shall comply with all applicable federal and California restrictions governing resident referrals, government-program payments, billing, and compensation. This Agreement does not authorize RASCC to make binding Medi-Cal, Assisted Living Waiver, insurer, or other funding-eligibility decisions; promise reimbursement; represent itself as a care coordination agency or payer; or file claims, appeals, or reimbursement requests requiring an authorization, designation, or qualification that RASCC does not hold. Any protected information shall be obtained and used only with legally sufficient permission. Where payer rules require submissions by an enrolled provider, authorized representative, or approved billing agent, the appropriate authorized party remains responsible for those submissions. Nothing in this Agreement requires payment of compensation prohibited by applicable law or payer contract; any Referral Fee is due only to the extent lawfully permitted.

5.1 Fee Amount and Activation. For a Direct RASCC Referral, the Referral Fee equals one hundred percent (100%) of one Full Monthly Rate. For a Facility-Originated Supported Placement, the same general fee applies EXCEPT that an IEHP/Kaiser-funded placement assisted by RASCC is calculated ONLY from the documented payer-approved 30-day reimbursement rate, with NO commission on SSI, room and board, or other resident-paid amounts, as expressly provided in Section 4.3. The schedule is activated only when the resident physically moves into a participating Facility and, for Section 4.3 cases, RASCC has been engaged in writing and performed the agreed material services. Where an IEHP/Kaiser rate is not yet approved, any percentage associated with a move-in milestone remains uncollectible until the approved rate is established; no payer-based fee is payable if no rate is approved. Signing documents, reserving a room, or paying a deposit without actual physical move-in does not activate the Referral Fee. Installments, payment dates, automatic unaccrued waivers, and any refunds are governed by Sections 5 and 6, subject to Section 4.4.

5.2 Promotional Rate. For a Referral Fee calculated from the general Full Monthly Rate, if Operator gives the resident a three-month promotional, discounted, or introductory rate, the fee is calculated using the full standard monthly rate scheduled to begin after the promotion. The promotion does not change the Admission Date or installment deadlines. This promotional-rate provision does NOT increase, replace, or supplement the approved IEHP/Kaiser reimbursement-only fee base required under Section 4.3.

5.3 First 34% Installment. The first thirty-four percent (34%) of the Referral Fee accrues immediately upon the resident’s physical move-in (Day 0) and must be received by RASCC no later than the end of Day 15 after move-in.

5.4 Second 33% Installment. The next thirty-three percent (33%) of the applicable Referral Fee accrues at the beginning of Day 32 after move-in and must be received by RASCC no later than the end of Day 45, subject to the payer-approval timing in Section 5.6. An installment that has accrued remains due, subject only to Section 6.3 where applicable; an installment not yet accrued is automatically waived for a qualifying Facility-Originated Supported Placement event under Section 6.7.

5.5 Final 33% Installment. The final thirty-three percent (33%) of the applicable Referral Fee accrues at the beginning of Day 61 after move-in and must be received by RASCC no later than the end of Day 75, subject to the payer-approval timing in Section 5.6. An installment that has accrued remains due, subject only to Section 6.3 where applicable; an installment not yet accrued is automatically waived for a qualifying Facility-Originated Supported Placement event under Section 6.7.

5.6 Move-In Notice, Payer Approval, and Invoice. Operator shall notify RASCC of the actual Move-In Date, Facility, and Full Monthly Rate within two (2) business days after move-in. For an IEHP/Kaiser-supported Facility-Originated Supported Placement, Operator shall also provide the written approved reimbursement rate, the payer’s authorization period, and whether the rate is daily or monthly, promptly upon receipt, so the thirty (30)-day Referral Fee base can be verified. RASCC may invoice installments, but invoice timing does not ordinarily extend contractual due dates. An IEHP/Kaiser-based fee may not be invoiced or demanded before a written approved rate exists. If the payer’s written approval is first obtained after an original installment due date, the affected accrued installment shall be payable fifteen (15) calendar days after Operator receives the written approval; later installments keep their original due dates unless those too would fall before approval. This timing adjustment does not change Day 0, Day 32, or Day 61 for determining whether an installment had accrued before a Section 6.7 event. Payment may be made by check, ACH, or another method approved in writing.

6.1 Limited Waiver for Direct RASCC Referrals. For a Direct RASCC Referral first sourced by RASCC (NOT a Facility-Originated Supported Placement), if a resident is hospitalized or permanently leaves the Facility for a reason outside the direct and reasonable control of the Facility, Operator, and their staff, and the resident never returns, only installments not yet accrued when that hospitalization or departure began may be waived. The first 34% accrues at physical move-in and remains owed, subject only to the prorated refund in Section 6.3. If the qualifying event begins before Day 32 and the resident never returns, the second 33% and final 33% are waived. If the event begins on or after Day 32 but before Day 61 and the resident never returns, the first 34% and second 33% (67% in total) remain owed, while the final unaccrued 33% is waived. If the event begins on Day 61 or later, the full 100% Referral Fee remains due. Facility-Originated Supported Placements are governed instead by the broader automatic unaccrued-installment waiver in Section 6.7, regardless of cause or return.

6.2 Examples of Uncontrollable Events for Direct RASCC Referrals. For the limited waiver under Section 6.1, qualifying circumstances may include a sudden illness or infection not caused by Facility conduct, an unavoidable hospitalization, rapid medical decline, death, a new diagnosis, a medically required higher level of care, or an independent resident/family decision that the Facility and its staff did not cause and could not reasonably prevent. Facility-Originated Supported Placements do not have to satisfy this uncontrollable-event test to obtain the Section 6.7 waiver of unaccrued installments.

6.3 Prorated Refund of Paid Commission During First 30 Days. If a resident in either referral category is hospitalized or departs because of an uncontrollable event of the kind described in Section 6.2, does not physically remain at the Facility for at least thirty (30) calendar days after move-in, and Operator actually refunds or credits the resident or responsible party for unused resident days, RASCC shall refund only the matching prorated portion of commission already paid. The standard formula is: (dollar amount of the first 34% Referral Fee installment ÷ 30) × number of calendar days actually refunded or credited by Operator to the resident. RASCC owes no commission refund for days that Operator does not actually refund or credit to the resident, and the RASCC refund may not exceed commission actually received by RASCC. This prorated-refund provision addresses already-paid money; the automatic waiver of installments not yet accrued for Facility-Originated Supported Placements is separately governed by Section 6.7 and does not depend on any resident refund.

6.4 Facility-Controlled Circumstances — Direct RASCC Referrals Only. For Direct RASCC Referrals only, the waiver and prorated-refund protections in Sections 6.1 through 6.3 do not apply when a hospitalization, move-out, transfer, or discharge is caused by or materially related to Facility-controlled conduct or conditions, including neglect, abuse, unsafe or unsanitary conditions, failure or refusal to provide agreed or required care or services, intentional conduct designed to avoid meeting reasonable resident expectations represented before admission, material staffing or operational failures, or credible resident/family complaints concerning the Facility environment, staff conduct, services, or care that materially contribute to the resident leaving. In those circumstances, no unpaid installment is waived, all Referral Fee installments remain due on their original schedule, and RASCC owes no prorated commission refund. This Section 6.4 NEVER overrides Section 6.7 for a Facility-Originated Supported Placement: the facility-originated unaccrued-installment waiver applies regardless of Facility fault, conduct, or control. The refund rule in Section 6.3 still requires its separately stated uncontrollable-event conditions.

6.5 Notice, Documentation, and Refund Timing. Operator shall promptly notify RASCC in writing of the resident’s hospitalization, move-out, transfer, death, or other relevant event, including the event date and whether the resident returned, and provide reasonable supporting documentation upon request. A Section 6.7 waiver is AUTOMATIC on occurrence of the qualifying event and is not conditioned on prior notice, a waiver request, RASCC approval, proof of a resident refund, or evidence that the Facility lacked fault. A request for a Section 6.3 refund of previously paid commission must show the number of resident days actually refunded or credited and the amount refunded or credited. RASCC shall pay any verified prorated refund due under Section 6.3 within thirty (30) calendar days after receiving sufficient supporting documentation.

6.6 Illustrations. (a) DIRECT RASCC REFERRAL: If an uncontrollable hospitalization begins on Day 16 and the resident never returns, the first 34% remains owed while the unaccrued second and final 33% are waived; a first-30-day commission refund, if any, follows Section 6.3. (b) DIRECT RASCC REFERRAL: If the resident leaves on Day 16 due to Facility-controlled conditions, Section 6.4 prevents waiver of the remaining installments. (c) FACILITY-ORIGINATED SUPPORTED PLACEMENT: If the resident is hospitalized on Day 16 for ANY reason, including circumstances caused by the Facility, the unaccrued second and final 33% are automatically waived even if the resident later returns; the already accrued first 34% remains due, subject to Section 6.3 only where its refund conditions are met. (d) FACILITY-ORIGINATED SUPPORTED PLACEMENT: If a transfer or death occurs on Day 48, the first 34% and second 33% already accrued and remain payable; the final unaccrued 33% is automatically waived. (e) If any listed event first occurs on Day 61 or later, all installments have already accrued; Section 6.7 does not undo accrued amounts.

RASCC shall not, in bad faith, solicit, encourage, induce, manipulate, or otherwise attempt to cause a resident or the resident’s family to transfer from an Operator Facility to another assisted living facility or care provider primarily to generate an additional referral fee or other financial benefit for RASCC. This restriction applies during the first three (3) months after the Move-In Date. If clear and convincing evidence establishes that RASCC engaged in such bad-faith conduct and the resident transferred because of that conduct within the three-month period, RASCC shall refund the full Referral Fee previously paid for that resident within thirty (30) calendar days after receiving written notice and reasonable supporting documentation. This Section does not prohibit RASCC from assisting with a relocation independently requested by the resident or authorized representative, medically necessary for health or safety, required by a change in level of care, or made necessary because the Facility is unable or unwilling to meet the resident’s needs. The resident and family retain complete freedom to choose or change providers at any time.

8.1 RASCC. RASCC shall present Facility information accurately, avoid guarantees or material misrepresentations, obtain appropriate permission before sharing sensitive information, and refer or assist with a placement only when it reasonably believes the Facility may be a lawful and appropriate option. For a written Section 4.3 engagement, RASCC may provide the authorized navigation, paperwork, application-coordination, and permissible reimbursement-support assistance described there. RASCC does not conduct the Facility’s clinical assessment, make its final admission decision, determine official benefits eligibility, or guarantee funding or reimbursement.

8.2 Operator and Facilities. Operator shall provide accurate information about rates, vacancies, services, admission criteria, licensing, and material Facility conditions; independently assess each prospective resident; determine whether the Facility can meet the resident’s needs; promptly communicate admission and rate information; provide necessary written requests and lawful access to information for any Section 4.3 engagement; promptly notify RASCC of any hospitalization, departure, transfer, or return relevant to Sections 5 or 6; and timely pay all accrued fees.

8.3 Legal Compliance. Each Party shall maintain any business license, referral-agency license, facility license, registration, insurance, or authorization required for its activities and shall comply with applicable privacy, consumer-protection, licensing, advertising, and referral laws.

8.4 Funding Assistance; No Guarantee. Any public-benefit eligibility review, application assistance, payer communication, reimbursement-documentation support, or similar service furnished by RASCC is limited to assistance that RASCC is legally authorized to provide, with necessary resident or representative consent and applicable provider authorization. The participating Facility and relevant payer or government agency remain responsible for admission, reimbursement, enrollment, approval, and payment decisions. RASCC does not promise approval, reimbursement, or payment. For an IEHP/Kaiser-supported Facility-Originated Supported Placement under Section 4.3, however, a documented payer-approved 30-day reimbursement rate is REQUIRED to calculate and collect the IEHP/Kaiser-based Referral Fee; no substitute commission may be charged on SSI, resident-paid room and board, or other excluded payments if approval does not occur. Once the applicable rate is approved and documented, actual receipt of a reimbursement payment by Operator is not, by itself, a prerequisite to the otherwise lawfully earned fee, subject to Sections 4.4, 5, and 6.

Each Party shall protect nonpublic resident, family, pricing, business, and referral information and use it only to evaluate or complete a placement, administer this Agreement, carry out an authorized Section 4.3 engagement, or comply with law. Each Party shall keep reasonable records of referrals, written facility engagements, admission and rate information, authorized benefit-related work, hospitalization/departure dates, resident refunds or credits, Referral Fee payments, and refund requests. Health, financial, or government-benefit records shall be obtained and disclosed only with required consents and safeguards. Confidential information may be disclosed only to persons with a legitimate need to know or when required by law.

This Agreement begins on the Effective Date and continues for one (1) year. It renews automatically for successive one-year terms unless either Party gives thirty (30) days’ written notice of termination. Termination does not cancel fees, refund obligations, confidentiality duties, referral protections, marketing obligations relating to previously created content, or other obligations arising before termination. Either Party may terminate immediately for a material breach that is not promptly corrected after written notice.

11.1 Independent Contractors. The Parties are independent contractors. This Agreement does not create employment, partnership, joint venture, agency authority, fiduciary relationship, or ownership between them.

11.2 Responsibility for Conduct. Each Party is responsible for its own acts, omissions, employees, agents, representations, and legal compliance, and shall reimburse the other for direct losses caused by its material breach of this Agreement or unlawful conduct.

11.3 Notices. Notices may be delivered personally, by recognized carrier, or by email to addresses customarily used by the Parties. Routine operational notices and approvals expressly permitted by this Agreement may also be made by text message or other written electronic communication that can be reasonably preserved.

11.4 Entire Agreement; Changes. This Agreement is the complete agreement on this subject and replaces prior oral or written understandings. Any amendment must be in writing and signed by both Parties. A waiver on one occasion is not a continuing waiver.

11.5 Severability; Assignment. If one provision is unenforceable, the remaining provisions continue. Neither Party may assign this Agreement without the other Party’s written consent, except to a successor that assumes all obligations.

11.6 Governing Law and Disputes. California law governs. The Parties will first attempt in good faith to resolve a dispute through direct discussion. Any court proceeding shall be filed in San Bernardino County, California, unless the Parties agree otherwise in writing.

11.7 Counterparts and Electronic Signatures. This Agreement may be signed in counterparts and electronically; each signed copy is treated as an original.

11.8 Marketing & Media Authorization; Prior Approval Before Publication. The Facilities authorize RASCC, with reasonable coordination with Operator, to photograph, video record, and otherwise capture visual and audio media of Facility common areas, exterior premises, grounds, building exteriors, amenities, and surrounding property for lawful marketing, advertising, educational, branding, and promotional purposes. Before RASCC publishes any Facility-specific marketing content, including social-media posts, videos, advertisements, website content, printed materials, or other promotional content, RASCC shall share the proposed content or a substantially final preview with Operator and obtain Operator’s written approval. Approval may be given by email, text message, or other written electronic communication; a formal signed approval is not required. Material changes to approved content require renewed approval, but non-substantive formatting changes, resizing, cropping, or correction of typographical errors do not. RASCC shall not publish Facility-specific content without the required approval. RASCC shall accurately represent the Facilities and shall not publish false, misleading, defamatory, or unlawful content. RASCC shall not photograph, record, or identify a resident, family member, visitor, employee, or other individual without any consent or authorization required by law. Content properly approved and lawfully published during the term may remain published after termination so long as it remains materially accurate and lawful, unless the Parties agree otherwise in writing.

11.9 Non-Solicitation and Non-Circumvention. During the term of this Agreement and for twelve (12) months thereafter, Operator shall not directly or indirectly solicit, hire, contract with, engage, or establish a business relationship with any employee, independent contractor, placement agent, marketer, referral representative, or other business contact introduced by RASCC for the purpose of bypassing RASCC or avoiding fees. This does not apply to documented pre-existing relationships.

11.10 Referral Verification. Upon reasonable written request relating to a disputed referral, each Party shall cooperate in verifying referral chronology by providing relevant emails, texts, CRM logs, or similar documentation.