Home Care Organization Referral Agreement

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

Home Care Organization: The legal entity identified in this Agreement (“HCO”).

This Agreement applies exclusively to referrals for nonmedical in-home care services provided through the California-licensed Home Care Organization identified in this Agreement.

This is not a residential care facility referral agreement. It does not govern referrals to Residential Care Facilities for the Elderly (RCFEs), Adult Residential Facilities (ARFs), assisted living communities, memory care communities, independent living communities, board-and-care homes, skilled nursing facilities, residential treatment facilities, or other residential care settings.

If the HCO, its owners, an affiliate, or a related entity also owns or operates a residential care business, that residential operation is not covered by this Agreement. A separate RASCC facility referral agreement must be executed for residential placements.

RASCC assists consumers, families, authorized representatives, hospitals, rehabilitation providers, social workers, case managers, and other referral sources with identifying appropriate adult and senior care resources and may introduce consumers seeking nonmedical in-home care to the HCO.

The HCO retains sole responsibility and authority to assess the consumer, determine whether it can safely and lawfully meet the consumer's needs, establish a care or service plan, establish rates, enter into its own service agreement, assign caregivers, supervise personnel, and accept or decline any referral.

The relationship is non-exclusive. RASCC may work with other Home Care Organizations, and the HCO may work with other referral and marketing partners.

“Qualified Referral” means a consumer first introduced to the HCO by RASCC through verifiable written communication who was not already an active, documented prospective client of the HCO before RASCC's introduction.

“First Billable Visit” means the first date on which HCO personnel actually provide services to the Qualified Referral for which the HCO bills, charges, or is entitled to bill or charge the consumer, responsible party, insurer, benefit program, or other lawful payer.

A complimentary consultation, initial telephone call, nonbillable assessment, meet-and-greet, or other activity for which the HCO does not bill is not a First Billable Visit.

“Gross Billed Services” means the total gross amount billed or charged by the HCO for home care services provided to the Qualified Referral before deduction of wages, payroll taxes, workers' compensation, insurance, administrative expenses, payment processing expenses, marketing expenses, staffing expenses, overhead, or other internal HCO costs.

Gross Billed Services include billable personal care, companionship, supervision, respite care, homemaking, meal preparation, transportation assistance, overnight services, live-in services, holiday rates, overtime rates, minimum-shift charges, and other nonmedical home care services billed through the HCO.

Separately stated taxes, bona fide refunds, voided charges, and bona fide third-party pass-through expenses that are not revenue for HCO services are not included in Gross Billed Services.

“Service Stop Date” means the date of the last billable service provided to the Qualified Referral immediately before an interruption during which no billable services are provided.

“Service Resumption” means the HCO begins providing billable services to the same Qualified Referral following a Service Stop Date.

4.1 Referral Registration. RASCC may register a referral through email, text message, electronic referral platform, CRM transmission, or another verifiable written communication.

4.2 Pre-Existing Leads. A referral is not considered a Qualified Referral if the HCO can demonstrate through contemporaneous written business records that the consumer was already an active and documented prospective client before RASCC's introduction.

4.3 Competing Referral Sources. If the same consumer is referred by more than one referral source, the source that first submitted the consumer through verifiable written communication bearing an objective date and time stamp shall ordinarily be considered the originating referral source.

4.4 Non-Circumvention. The HCO shall not intentionally delay commencement of services, redirect a Qualified Referral through another branch, DBA, employee, affiliate, related company, or other entity, or restructure the consumer relationship for the primary purpose of avoiding compensation properly owed to RASCC under this Agreement.

5.1 Fee Amount. For each Qualified Referral who begins receiving billable services from the HCO, the HCO shall pay RASCC a Five Hundred Dollar ($500.00) Successful Referral Fee.

5.2 Activation. The $500 Successful Referral Fee is earned immediately upon the First Billable Visit.

5.3 Payment Deadline. The $500 Successful Referral Fee must be received by RASCC within seven (7) calendar days after the First Billable Visit.

5.4 Notice of Service Commencement. The HCO shall notify RASCC of the First Billable Visit within two (2) business days after the visit occurs.

5.5 One-Time Fee. The $500 Successful Referral Fee is assessed once for the Qualified Referral. Temporary interruptions, schedule changes, changes in caregiver, changes in care hours, or qualifying Service Resumptions do not create another $500 fee.

6.1 Commission Amount. In addition to the $500 Successful Referral Fee, the HCO shall pay RASCC an ongoing referral and marketing commission equal to:

6.2 Beginning of Commission. The 6% commission begins with the consumer's First Billable Visit and applies to Gross Billed Services generated from the Qualified Referral.

6.3 Changes in Services. The commission continues regardless of changes in the consumer's number of care hours, care schedule, hourly or service rate, assigned caregiver, payer, service location within the HCO's lawful service area, or level of nonmedical home care provided by the HCO.

6.4 Gross Billing Basis. Compensation is calculated from Gross Billed Services and is not reduced by the HCO's payroll costs, administrative costs, caregiver wages, insurance, workers' compensation, overhead, merchant fees, or other operating expenses.

7.1 Billing Reporting. The HCO shall provide RASCC with sufficient billing information to calculate the commission owed for each Qualified Referral. Reporting shall be provided at least monthly unless the parties establish another reporting schedule in writing.

The information should identify the Qualified Referral, applicable billing period, total Gross Billed Services, relevant service dates, and any bona fide refund, credit, or voided charge affecting the commission calculation.

RASCC does not require unnecessary medical or clinical information for commission verification.

7.2 RASCC Invoice. RASCC may issue an invoice for the applicable 6% commission based upon the HCO's billing information.

7.3 Fifteen-Day Payment Deadline. Each RASCC commission invoice must be received by RASCC no later than fifteen (15) calendar days from the date the invoice is sent.

Delivery by email to the HCO's designated billing or administrative email address constitutes delivery for purposes of calculating the fifteen-day payment period.

7.4 Delayed Reporting. Failure to timely provide billing information does not eliminate, waive, or reduce a commission otherwise earned by RASCC.

8.1 Temporary Interruption. A temporary interruption in services does not automatically terminate RASCC's commission rights.

If services to a Qualified Referral stop and the HCO resumes billable services within three (3) months after the Service Stop Date, the resumed services are considered a continuation of the original RASCC referral.

The resumed services remain subject to the 6% commission on Gross Billed Services.

No additional $500 Successful Referral Fee is created solely because services resume.

8.2 Calculation of Three Months. “Within three months” means on or before the calendar date that is three calendar months after the Service Stop Date.

8.3 Reason for Interruption. The rule applies regardless of whether services temporarily stopped because of hospitalization, rehabilitation, travel, temporary relocation, an extended stay in another state, temporary family caregiving, financial circumstances, consumer-requested suspension, or another temporary interruption.

The controlling factor is the period between the Service Stop Date and the Service Resumption date.

8.4 Resumption Within Three Months. If services resume within the three-month continuation period, the consumer remains a Qualified Referral, no new RASCC introduction is required, and the 6% commission resumes with the first new billable service.

If services later stop again, a new three-month measurement period begins based on the most recent Service Stop Date.

8.5 Resumption After More Than Three Months. If the Qualified Referral receives no billable service from the HCO for more than three (3) months following the Service Stop Date, RASCC's ongoing commission rights arising from the original referral terminate as to later resumed services.

8.6 New Referral After Expiration. Expiration of commission rights under this Section does not prevent RASCC and the HCO from establishing a new referral relationship for that consumer in the future. However, a new referral relationship must be separately established or agreed to in writing.

The HCO shall maintain reasonable and accurate business records sufficient to verify commissions owed for Qualified Referrals.

Relevant records may include service commencement dates, Service Stop Dates, Service Resumption dates, billing statements, invoice totals, credits, refunds, and other information reasonably necessary to verify Gross Billed Services.

Upon reasonable written request concerning a specific Qualified Referral or disputed commission, the HCO shall provide sufficient documentation to verify the applicable Gross Billed Services.

RASCC shall maintain the confidentiality of nonpublic billing information received for verification.

The HCO represents that it will maintain the licenses, registrations, insurance, bonding, workers' compensation coverage, and other authorization required for its operation and the services it provides.

The HCO is solely responsible for its home care aides, employees, contractors, representatives, caregiver affiliations, background clearances, training, hiring, employment practices, payroll, scheduling, supervision, service plans, consumer agreements, and legal compliance.

The HCO is independently responsible for determining whether the consumer's needs fall within the HCO's lawful scope of services and whether the HCO can safely meet those needs.

RASCC does not employ, schedule, supervise, discipline, or control HCO personnel and does not provide the in-home care services covered by this Agreement.

RASCC does not guarantee the quality, safety, availability, outcome, or continuation of HCO services.

11.1 Consumer Choice. Consumers and their authorized representatives retain complete freedom to select, decline, discontinue, or change home care providers.

Nothing in this Agreement obligates a consumer to use the HCO, and nothing obligates the HCO to accept a particular consumer.

11.2 Legal Compliance. Each party shall comply with applicable licensing, privacy, consumer-protection, advertising, referral, and other laws applicable to its own activities.

The parties intend compensation under this Agreement to be paid only to the extent permitted by applicable law.

If the HCO reasonably believes that a particular payer, program, funding source, or category of service is legally prohibited from being included in referral compensation, the HCO shall notify RASCC in writing and identify the applicable restriction before excluding those billings from commission calculations.

Each party shall protect nonpublic consumer, family, pricing, referral, billing, and business information obtained through this relationship.

Information may be used only as reasonably necessary to evaluate referrals, coordinate services, administer this Agreement, calculate or verify compensation, communicate with the consumer or authorized representative, or comply with law.

Neither party shall disclose confidential information to persons who do not have a legitimate need to know.

This Agreement begins on the Effective Date and continues for one (1) year. It automatically renews for successive one-year terms unless either party provides thirty (30) days' written notice of termination.

Termination does not eliminate compensation obligations associated with a Qualified Referral whose First Billable Visit occurred before termination.

For a Qualified Referral actively receiving HCO services on the termination date, the 6% commission continues while services continue.

If those services later stop, the three-month Service Resumption provisions in Section 8 continue to apply.

Accrued but unpaid fees, reporting duties, confidentiality obligations, record-verification obligations, and other provisions that by their nature should survive termination remain enforceable after termination.

14.1 Independent Contractors. The parties are independent contractors. This Agreement does not create employment, partnership, joint venture, franchise, fiduciary relationship, ownership, or authority for either party to bind the other.

14.2 No Guaranteed Referral Volume. RASCC does not guarantee any minimum number of referrals, clients, billable hours, service duration, or revenue.

14.3 Responsibility for Conduct. Each party is responsible for its own acts, omissions, personnel, representations, business operations, and legal compliance.

14.4 Notices. Formal notices may be delivered personally, by recognized carrier, or by email to addresses customarily used by the parties. Routine referrals, billing communications, service status updates, and approvals may also be communicated by email, text message, CRM message, or another preservable electronic communication.

14.5 Entire Agreement. This Agreement is the complete agreement concerning HCO referrals and replaces prior oral or written understandings relating to the same subject.

14.6 Changes. Any material amendment must be in writing and agreed to by both parties.

14.7 Waiver. Failure to enforce a provision on one occasion does not constitute a continuing waiver.

14.8 Severability. If one provision is determined to be unenforceable, the remaining provisions shall continue in effect to the extent permitted by law.

14.9 Assignment. Neither party may assign this Agreement without the other party's written consent except to a successor that assumes the assigning party's obligations.

14.10 Governing Law and Disputes. California law governs. The parties shall first attempt in good faith to resolve disputes through direct discussion. Unless otherwise agreed in writing, any court proceeding shall be filed in San Bernardino County, California.

14.11 Electronic Signatures. This Agreement may be executed electronically and in counterparts. Each valid electronic signature shall be treated as an original to the extent permitted by applicable law.

14.12 Referral Verification. Upon reasonable written request concerning a disputed referral, each party shall cooperate in verifying referral chronology using relevant emails, text messages, CRM records, electronic referral transmissions, or similar documentation.