Billing Services Agreement — Version 1

This Client Billing Services Agreement ("Agreement") is entered into between Rosenthal Community Care Services LLC ("RCCS") and the facility operator identified in the signature section ("Operator").

This is a general, reusable facility-operator form. Each participating facility and contracting operator shall be identified by the person signing this Agreement. Any separate resident referral, marketing, or placement agreement is addressed only by its own terms; see Section 11.

This Agreement establishes an administrative services relationship for Medi-Cal eligibility assistance, managed care reimbursement coordination, billing administration, and billing education for eligible residents of the participating facility.

RCCS provides the administrative services expressly described herein. RCCS is not a health plan, governmental agency, licensed residential care facility, medical provider, or guarantor of reimbursement.

For each participating resident later designated in a separate written service authorization accepted by RCCS under this Agreement, RCCS shall provide the following services within its lawful authority.

2.1 Medi-Cal Eligibility Assistance

• Review available information concerning full-scope Medi-Cal coverage.

• Assist with verification of eligibility, coverage status, and Share of Cost.

• Coordinate with authorized representatives and appropriate agencies concerning necessary eligibility documentation.

• Assist with appropriate application follow-up and correction requests.

2.2 Managed Care Reimbursement Coordination

• Assist Operator in identifying applicable IEHP or Kaiser Permanente reimbursement pathways.

• Coordinate authorized reimbursement requests, supporting documentation, and communications with applicable managed care plans or designated contracting entities.

• Assist with documentation of approved reimbursement rates, effective dates, covered services, and authorization periods.

• Coordinate administrative responses to requests for additional information.

2.3 Six Months of Billing Administration

For each Covered Resident, RCCS shall administer the first six (6) consecutive monthly billing service periods defined in Section 9.1, including the following services:

• Preparing and submitting appropriately authorized monthly claims or invoices to the applicable payer on behalf of Operator.

• Monitoring claim status, payment timing, and reimbursement activity.

• Reviewing remittance advice and identifying unpaid, rejected, denied, reduced, or incorrectly processed claims.

• Performing included administrative corrections, resubmissions, and recovery follow-up for covered claims, without an additional recovery fee.

• Maintaining records of submitted claims, payer decisions, amounts collected, and outstanding reimbursement.

• Coordinating monthly billing and final reconciliation, including sharing the records described in Sections 5.8 and 9.

The parties acknowledge that correcting or recovering a rejected or denied claim can be substantially more involved than submitting a routine monthly claim. To reduce avoidable rejections, any facility employee, administrator, manager, licensee, or other authorized staff member preparing to submit a claim for a Covered Resident shall, before submission, either (a) request and receive RCCS guidance or active oversight for the claim or (b) securely send RCCS screenshots showing the completed, unsubmitted claim and obtain RCCS’s affirmative written pre-submission approval. Sending screenshots alone, without receiving approval, does not satisfy the requirement. Section 6.2 details both procedures.

Operator shall not permit a Covered Resident claim to be submitted by facility personnel without following one of these procedures, except to the extent applicable law or payer rules require a different direct-provider process; even then, Operator shall coordinate with RCCS for review to the extent permitted. RCCS shall provide the included guidance and screenshot review without a separate fee. For the original six covered billing service periods, RCCS shall not impose any additional percentage-based claim recovery fee, correction fee, or resubmission fee, including where a claim was submitted without following this review requirement. Failure to follow the requirement may affect responsibility for resulting errors under Section 6.1 but does not create an additional recovery charge.

Formal legal appeals, administrative hearings, and litigation are outside this package unless separately authorized in writing. Administrative claim corrections, reconsiderations, payer communications, and resubmissions covered by Sections 6.1 and 6.2 are not excluded merely because a payer initially rejects or denies a claim.

2.4 Administrator and Licensee Billing Education

During the covered billing engagement, RCCS representatives shall provide practical claim preparation, submission, correction, tracking, and reconciliation instruction to Operator’s designated licensee, administrator, manager, or other authorized personnel.

For each Covered Resident, training during preparation and submission of the first (1st), second (2nd), and third (3rd) monthly claims shall be conducted on-site at the participating facility with Operator’s designated authorized personnel. Training during preparation and submission of the fourth (4th), fifth (5th), and sixth (6th) monthly claims may be conducted remotely through live screen sharing at RCCS’s discretion.

The instruction shall include reviewing authorization terms and effective dates; preparing and submitting claims using authorized billing systems; identifying and correcting submission errors; responding to payer rejections; monitoring payment status; maintaining claim records; and performing reimbursement reconciliations.

Training shall be integrated with the scheduled monthly claims and shall not incur a separate RCCS training fee. Stand-alone classroom programs or additional instruction unrelated to the covered claims require a separate agreement; the unlimited covered-claim questions and consultations required by Section 4.3 remain included.

The objective is to train authorized facility personnel to prepare, submit, track, correct, and reconcile claims competently. Nothing in this Section authorizes an independent submission that violates Section 2.3 or applicable payer requirements.

3.1 Resident Sources and Written Designation

Operator shall accurately identify and retain documentation of each participating resident’s referral or admission source. A resident may have been identified by Operator, a family, a hospital or discharge team, RASCC, or another lawful source; only a resident separately designated in a written service authorization accepted by RCCS becomes a Covered Resident under this Agreement.

This billing-services Agreement does not determine whether a separate referral or placement fee is owed. Any existing placement or referral arrangement will be interpreted according to its separate written terms, evidence of referral origination, and applicable law. RCCS’s billing-services compensation is for the distinct administrative work expressly described in this Agreement.

3.2 Independent Facility Selection

Operator represents that it independently initiated or participated in communications concerning potential admission and provided residents or their authorized representatives the opportunity to evaluate the facility, including through an on-site or virtual tour when applicable.

Operator remains solely responsible for determining whether its facility can lawfully and safely accommodate each resident.

3.3 Voluntary Resident Choice

Operator acknowledges that residents and their authorized representatives retain the right to select, decline, or change residential care providers.

Neither RCCS nor Operator may condition eligibility assistance or billing services upon a resident selecting or remaining at a particular facility.

3.4 No Undue Influence

Neither party shall coerce, improperly induce, mislead, or interfere with the independent decisions of a resident, family member, authorized representative, or facility operator concerning admission, continued residency, or discharge.

4.1 Exclusive Billing Services for Covered Residents

Operator agrees to engage RCCS as its exclusive third-party administrative billing services provider for each participating resident covered by this Agreement throughout the six-month service period.

During this period, Operator shall not engage, authorize, or substitute another third-party billing services company to perform the same contracted billing activities for participating residents without RCCS's written consent.

This restriction does not prevent Operator from performing duties that applicable law or a payer requires the licensed or contracted provider to perform directly.

4.2 Required Six-Month Service Commitment and LOA Renewal

This Agreement applies to every participating resident for whom Operator authorizes RCCS to submit a resident-specific Letter of Agreement (LOA) or other covered-service authorization request and RCCS submits or accepts the request under this Agreement, as reflected in a written resident service authorization or other written acknowledgment accepted by RCCS (each, a “Covered Resident”). It encompasses the LOA submission and the first six (6) monthly billing service periods for each such resident, on a resident-by-resident basis.

RCCS shall prepare, coordinate, and follow up on applicable initial LOA requests and, following approval, shall administer the Covered Resident’s first six (6) monthly claims in accordance with Sections 2.3 and 9.1. When an initially approved LOA covers only three (3) months, RCCS shall prepare and pursue a timely renewal, extension, or replacement authorization for the succeeding three (3) months, using the documentation and process required by the responsible payer, so the requested cumulative authorization period covers six (6) months. Where other shorter authorizations are issued, RCCS shall pursue additional timely authorizations necessary to cover the six-month engagement.

Operator shall timely provide accurate service, eligibility, and clinical or facility records needed for submission or renewal. RCCS is responsible for the agreed administrative efforts but cannot guarantee a payer’s approval, continued program funding, renewal, reimbursement rate, or payment. A denial or termination of authorization shall be handled through the covered-claim assistance and reconciliation provisions of Sections 4.3 and 9.

Operator shall retain RCCS as its exclusive third-party administrative billing provider for each Covered Resident during the six covered monthly service periods, subject to applicable law and payer rules. Facility billing training or participation shall not independently shorten this commitment.

4.3 Unlimited Covered Billing and Claims Consultations

Questions, telephone consultations, remote consultations, claim-status reviews, technical assistance, and administrative follow-up directly related to the covered resident’s LOA, renewals, billing claims, denials, resubmissions, collections, or reconciliation under this Agreement shall be unlimited and included without an additional consultation fee.

This assistance does not end automatically on the sixth calendar-month anniversary of the Billable Service Start Date. If six (6) monthly reimbursements for a Covered Resident have not yet been collected, RCCS shall continue responding to and working on reimbursement issues and concerns arising from that resident’s six contracted monthly service periods, including payment delays, denials, corrections, renewals, recoupments, and final reconciliation, until the covered claims are paid or otherwise reach documented final disposition. A permanent loss of eligibility, payer cessation of funding, program termination, or final uncollectible claim closes the affected reimbursement pathway for purposes of Section 9; it does not create an endless obligation to pursue an unavailable benefit.

This continuing follow-up does not automatically add newly delivered months seven (7) and later to the original six-month billing package. Any separate preparation or submission of claims for new service dates outside the six covered monthly service periods requires a written extension, while consultation or corrective work relating to the original covered claims remains included as stated above.

Questions or services unrelated to the LOAs or reimbursement claims submitted or administered under this Agreement, including consultations regarding other residents, other programs, or new service periods, are outside the included scope and shall be billed at one hundred twenty dollars ($120.00) per hour for remote or telephone consultation, only after Operator approves the additional service and charge in writing.

4.4 Non-Exclusive Relationship Outside Covered Services

This Agreement does not create a general exclusive business relationship.

Operator remains free to engage other administrative, consulting, or billing service providers for residents or services not covered by this Agreement.

RCCS remains free to provide substantially similar services to other facilities, operators, and healthcare organizations.

4.5 Facility-Submitted Claims During the Billing Engagement

Before any employee, administrator, manager, licensee, or authorized representative of Operator submits a claim for a Covered Resident, the staff member shall either (a) request and receive RCCS guidance or active oversight or (b) securely transmit screenshots of the completed, unsubmitted claim to RCCS and receive affirmative written RCCS pre-submission approval, in each case as provided in Sections 2.3 and 6.2. Operator shall not permit submission while screenshot review is pending or after RCCS requests corrections that have not been made and re-reviewed. Any payer-mandated direct-provider submission process remains permitted, with RCCS review coordinated to the extent lawful and allowed by the payer.

A claim submitted without the required guidance or approval does not, by itself, terminate this engagement, cancel payment installments, eliminate RCCS’s agreed covered-claim assistance, or waive the mandatory Section 9 reconciliation. No separate administrative recovery, correction, or resubmission fee shall be charged for claims concerning the original six covered monthly service periods. Operator remains responsible for facility-controlled mistakes arising from unauthorized submissions as allocated under Section 6.1.

Operator shall promptly furnish RCCS with any claim’s submission date, payer, claim number, dates of service, supporting materials, remittance advice, rejection or denial notice, and correction deadlines. RCCS and Operator shall coordinate to prevent duplicate submissions. RCCS pre-submission approval is an internal review, not payer approval or a promise that reimbursement will be collected.

5.1 LOA Coordination and Billing Services Fee — $5,150 Initial Basis

For each Covered Resident, RCCS’s single, six-month LOA Coordination and Billing Services package fee equals one hundred percent (100%) of one standardized thirty (30)-day period of the resident-specific LOA-approved care-and-services reimbursement rate, PLUS a fixed one thousand four hundred dollars ($1,400.00) LOA coordination and billing administration component (the “Package Fee”). The $1,400 is an agreed service-fee component payable by Operator, not a statement that a payer will reimburse that amount.

The initial or provisional pricing basis is one hundred twenty-five dollars ($125.00) per approved care day, multiplied by thirty (30) days, or three thousand seven hundred fifty dollars ($3,750.00), plus $1,400.00, resulting in a five thousand one hundred fifty dollar ($5,150.00) initial Package Fee per Covered Resident.

When the payer issues or confirms a different approved care-and-services rate, higher or lower than $125.00 per day, the applicable Package Fee is adjusted to: (approved daily LOA rate × 30) + $1,400.00; if the payer specifies an approved monthly care-and-services reimbursement instead, use that approved monthly amount + $1,400.00. Payer approval documentation determines the rate. An initial $5,150 estimate is not a contractual minimum if the verified approved LOA amount is lower.

This is ONE package fee for the first six covered monthly billing service periods, including initial LOA coordination, applicable renewals, covered billing and claim follow-up, and administrator/licensee billing education; it is not charged again each month. It is invoiced under Section 5.5, reconciled for rate changes under that section, and remains subject to the separate six-month reimbursement-based reconciliation and refund requirements of Section 9.

5.2 Excluded Amounts

The approved care-and-services reimbursement component used to calculate the Package Fee excludes SSI/SSP, resident-paid room and board, personal funds, family contributions, deposits, and non-covered charges. The separate $1,400 service-fee component in Section 5.1 is added by contract and is not calculated from, or represented as, resident SSI/SSP or room-and-board income.

5.3 Billable Service Start Date

For purposes of this Agreement, the "Billable Service Start Date" means the first calendar date on which Operator actually furnishes covered care and services to a participating resident that are eligible for reimbursement under an applicable written payer authorization.

The Billable Service Start Date shall be determined using the applicable payer authorization, documented service records, and confirmed eligibility for reimbursement. It may differ from the resident's physical move-in date.

The Billable Service Start Date establishes the beginning of the six (6) consecutive monthly billing service periods and the reimbursement reconciliation period under Section 9. It does not establish the installment due dates under Section 5.5.

A retroactively approved date of service may establish the Billable Service Start Date when supported by written payer authorization and actual covered services.

5.4 LOA Approval, Authorization Number, and LOA Approval Date

For the limited purposes of this Agreement, "LOA Approval" means that RCCS, Operator, or Operator's authorized representative has received a resident-specific authorization number issued or expressly confirmed as approved by Inland Empire Health Plan (IEHP), Kaiser Permanente, or another applicable Medi-Cal managed care plan, Medi-Cal program, or authorized payer administrator empowered to approve the services. A submitted request, tracking or reference number, pending authorization, preliminary NPI verification, or other indication that an application is under review is not LOA Approval.

What is an LOA Authorization Number?

An LOA Authorization Number confirms that:

1. The payer has approved a specific covered service for the resident.

2. The authorization number can be used for billing the approved service.

3. The facility has a documented basis to pursue reimbursement from the responsible payer.

The "LOA Approval Date" is the calendar date on which RCCS, Operator, or Operator's authorized representative first receives the payer-issued approved authorization number, as supported by the payer's approval notice, portal status, electronic communication, or other verifiable record of approval. If an approved authorization number is first communicated verbally, the receiving party shall contemporaneously record the number, the payer representative or source, and the date, and obtain written or portal confirmation of its approved status. Once confirmed, the initial documented receipt date controls. A retroactive effective date shown on the authorization does not change the LOA Approval Date.

LOA Approval and the LOA Approval Date shall be determined separately for each participating resident and shall identify or be traceable to that resident, the covered service, and the responsible payer. Operator shall promptly provide RCCS with the approved authorization number and supporting documentation. The parties shall maintain a record of the date received.

"LOA Approval" is a contractual term used to establish payment timing under this Agreement. It does not, solely by issuance of an authorization number, establish that a separate letter of agreement has been signed, that a proposed reimbursement rate has been accepted, or that claims will be paid. Payer reimbursement remains subject to actual eligible service delivery, proper provider and payer arrangements, enrollment and eligibility, accurate claims, and applicable payer rules. RCCS does not guarantee reimbursement.

5.5 Day-30 / Day-60 / Day-90 Installments and Rate Reconciliation

The date an approved, resident-specific LOA authorization number first becomes available to RCCS or Operator, verified as described in Section 5.4, is Day 0 (the “LOA Approval Date”). The payment schedule applies separately to each Covered Resident and uses calendar days measured from Day 0, not the resident’s move-in date or the payer’s reimbursement deposit date.

If the approved LOA rate is verified by the applicable due date, the applicable Package Fee calculated under Section 5.1 controls. Otherwise RCCS may invoice using the $5,150 initial basis while awaiting written or verifiable payer rate confirmation; RCCS shall disclose the basis of each invoice. The 34% / 33% / 33% shares apply to the initial fee and to an unchanged final fee.

5.5.1 Adjustment of Remaining Installments

If the verified approved care reimbursement rate changes the Package Fee upward or downward after an installment has been invoiced or paid, RCCS shall issue a written, resident-specific reconciliation showing (i) the verified approved rate, (ii) the revised Package Fee, (iii) all prior installments paid and credited, and (iv) the remaining amount due or credit owed. The increase or decrease shall be applied to the next scheduled installment or installments, without moving their original Day 60 and Day 90 deadlines. Ordinarily the unpaid remainder will be divided equally among the remaining installments, subject to a one-cent rounding adjustment in the final installment.

For example, if $1,751.00 was paid on Day 30 against $5,150 and the verified LOA rate makes the revised Package Fee $5,750 before Day 60, the remaining $3,999.00 is payable as $1,999.50 on Day 60 and $1,999.50 on Day 90. If a change is verified after Day 60, the entire remaining adjusted balance is due on Day 90. No scheduled installment shall be negative; an overpayment shall be credited against unpaid installments and any excess refunded by Day 90.

5.5.2 Final Day-90 True-Up

By Day 90 after the LOA Approval Date, Operator shall have paid 100% of the applicable Package Fee based on the latest verified approved LOA rate, with credit for all prior installments, regardless of whether the payer has reimbursed Operator. RCCS shall provide an itemized final installment statement on or before Day 90. An unpaid, late, or partial earlier installment does not postpone Day 60 or Day 90.

If an approved rate has not yet been verifiably communicated by Day 90, the outstanding balance of the $5,150 provisional Package Fee is due by Day 90, subject to a corrective payment or refund within fifteen (15) calendar days after the actual approved rate is later documented. If the payer later retroactively revises its approved rate, the parties shall true up the difference within fifteen (15) calendar days after written verification. These later rate corrections do not waive the separate mandatory six-month collection-based reconciliation and refunds under Section 9.

Rate reconciliation under this Section 5.5 changes the price used for installments; six-month actual-collection reconciliation under Section 9 separately limits the amount RCCS may ultimately retain. A delayed payer claim payment is not, by itself, an extension of Operator’s contractual installment deadlines.

5.6 Late Payment Fee

Operator agrees that timely payment is a material obligation under this Agreement.

If any invoice remains unpaid after its applicable contractual due date, RCCS shall assess a one-time late payment charge of sixty-five dollars ($65.00) for that overdue invoice.

The late fee is assessed once per overdue invoice and shall not accrue daily or compound.

The parties acknowledge that late payment creates additional administrative and collection-related expenses, and intend the charge to represent a reasonable estimate of those costs rather than a punitive assessment.

Payment of the late fee does not eliminate Operator's obligation to pay the original outstanding invoice.

5.7 Collection of Overdue Accounts

Any invoice remaining unpaid for more than thirty (30) calendar days after its applicable contractual due date shall be eligible for referral to a third-party collection agency or authorized collection service.

RCCS shall provide written notice of the overdue amount and intended collection referral.

If the outstanding balance remains unpaid following the notice, RCCS shall refer the overdue account for collection, subject to applicable law.

Operator remains responsible for the unpaid principal, any enforceable contractual late fee, and any additional collection expenses recoverable under applicable law.

5.8 Payment, Claim, and Reconciliation Records Shared with Operator

RCCS shall maintain accurate records of invoices issued, payments received from Operator, late fees assessed, outstanding account balances, resident-specific claims and remittance results, payer adjustments, and amounts collected or uncollected for each Covered Resident.

RCCS shall furnish Operator with the written resident-by-resident reconciliation statement and reasonably available supporting claim, remittance, payment, denial, and adjustment records sufficient for Operator to verify the Effective Service Fee, the Paid Service Fee, and the amount of any required refund under Section 9. Records and the calculation shall be shared when the reconciliation is completed and with any supplemental reconciliation; RCCS shall not withhold the supporting calculation for a refund that is due.

Amounts paid under Section 5 remain subject to the mandatory reconciliation, disclosure, and refund requirements of Section 9. Sharing records shall be carried out through a secure method consistent with Section 8.

RCCS may assist with reimbursement administration only when appropriately authorized.

Operator remains the responsible provider of care, the contracting party for covered services, and the party accountable for the accuracy and substantiation of claims.

Reimbursement from IEHP, Kaiser Permanente, or another responsible payer shall be made directly to Operator through the payer's authorized process.

RCCS does not guarantee eligibility, authorization, reimbursement rates, retroactive approval, timely payment, or successful collection.

No claim may be submitted for services not actually provided or otherwise ineligible for reimbursement.

6.1 Included Corrections, Supported Submissions, and Allocation of Responsibility

RCCS shall provide administrative correction, resubmission, payer follow-up, and claim-resolution assistance for claims relating to the original six covered monthly service periods, including claims prepared or submitted by RCCS and claims submitted by Operator’s personnel after receiving RCCS guidance, active oversight, or written screenshot pre-approval under Section 6.2. Such work, and resolution of rejections or denials, is included in the package without an additional recovery, correction, resubmission, or covered-claim consultation fee.

Operator remains responsible as the licensed or contracted provider for actual service delivery, accurate service documentation, eligibility disclosures, provider authorizations, claim attestations, and compliance with payer requirements. RCCS review or pre-approval does not transfer these duties to RCCS or represent payer approval. RCCS remains responsible for its own negligence, misconduct, inaccurate instructions, or failure to perform services expressly undertaken.

If facility personnel submit a claim without following the required RCCS guidance or screenshot-approval process, Operator shall promptly notify RCCS and supply the documents and deadlines needed for correction. Operator is responsible for errors attributable to its independently controlled actions, but RCCS shall not impose a separate recovery percentage or administrative correction/resubmission fee for the covered claim. Claim follow-up remains subject to the payer’s rules, lawful authorization, Operator’s cooperation, and the final reconciliation provisions of Section 9; successful reimbursement is not guaranteed.

6.2 Mandatory RCCS Guidance or Screenshot Pre-Approval; No Additional Recovery Fee

Operator shall instruct and ensure that every facility employee, administrator, manager, licensee, or other person authorized to submit reimbursement claims for a Covered Resident follows at least one of these two procedures before submitting each claim during the six covered monthly service periods:

• Guidance or oversight: The staff member shall request and receive RCCS guidance, instruction, or active review concerning the prepared claim and its submission. RCCS may provide guidance during the scheduled on-site or remote billing training or through another authorized consultation.

• Screenshot pre-approval: The staff member shall transmit screenshots displaying the completed but unsubmitted claim, including information reasonably needed to review the billing period, authorization, service dates, amounts, and claim entries, using an RCCS-approved secure communication channel. The staff member must receive affirmative written pre-submission approval from RCCS before clicking submit or otherwise transmitting the claim to the payer.

Merely asking a question, sending screenshots, receiving an automated receipt, or waiting without an RCCS response does not constitute affirmative review or approval. If RCCS requests changes, the staff member shall make the corrections and obtain further RCCS guidance or approval of the revised submission. Operator shall retain the pertinent guidance or written pre-approval with the claim record and shall notify RCCS promptly of any submission and payer response. RCCS shall make reasonable efforts to provide review or guidance in time to meet known payer filing deadlines when Operator submits complete materials with reasonable advance notice.

RCCS guidance or screenshot pre-approval is only an internal administrative quality-control measure. It is not the payer’s LOA, authorization, approval of medical necessity, or guarantee of reimbursement. It does not eliminate Operator’s responsibility for the underlying claim or change any applicable payer requirement that the provider personally attest to or transmit the claim. If payer rules or law require a different workflow, the parties shall comply and coordinate permissible RCCS review.

RCCS shall not charge an additional percentage-based recovery fee or administrative correction or resubmission fee for any claim attributable to the original six covered billing service periods, regardless of whether the claim was submitted by RCCS, by personnel with RCCS guidance or screenshot approval, or contrary to these procedures. RCCS shall provide the covered administrative follow-up subject to applicable payer rules, lawful authority, necessary records, and Operator cooperation. An unauthorized submission may constitute a failure to follow this Agreement and may affect allocation of responsibility for resulting mistakes under Section 6.1, but it shall not create a separate claim recovery charge.

Reimbursements eventually received for services within the six contracted monthly periods shall be included in the actual collections used for Section 9 reconciliation; denied or uncollected amounts shall not be treated as collected. Formal legal representation, administrative hearings, or litigation require a separately authorized written agreement and are outside these included administrative services.

Operator shall provide accurate resident, eligibility, authorization, admission, service, and discharge records reasonably necessary to perform the agreed services.

Operator shall maintain its applicable licensing, enrollment, payer agreements, and service documentation.

Operator shall promptly notify RCCS of changes affecting covered services, hospitalization, relocation, discharge, death, coverage, or authorization.

Operator shall designate appropriate personnel to participate in the billing education and administrative training described in Section 2.4.

Operator shall cooperate with RCCS throughout the six-month service period, including providing the documentation and access reasonably required for billing administration.

RCCS shall not independently make facility admission decisions or clinical determinations.

Both parties shall protect resident health, financial, and personal information and use it only for authorized purposes.

Where required, the parties shall execute an appropriate HIPAA Business Associate Agreement before exchanging protected health information.

RCCS shall use authorized billing access, maintain reasonable safeguards, and limit access to personnel or subcontractors whose responsibilities require it.

9.1 Six-Month Covered Service Period and Continuing Claim Support

For each Covered Resident, the original package encompasses six (6) consecutive monthly service periods commencing on the Billable Service Start Date defined in Section 5.3. For reconciliation, the first monthly period begins on that date and ends immediately before the corresponding calendar date of the next month, with each subsequent period continuing from that point.

Reimbursements are allocated according to their dates of covered service, not the date when the payer later issues payment. The covered reconciliation denominator remains six monthly service periods even if one or more of those periods produces no eligible or collected reimbursement.

The six-month calendar window defines which dates of service are included in the original package and Section 9 refund formula; it is not a hard deadline terminating RCCS’s obligations to answer questions, correct claims, pursue eligible outstanding reimbursement, address reversals, or complete reconciliation relating to those six periods. Section 4.3 governs that continuing included assistance until covered claims are collected or reach final disposition.

The initial Package Fee is determined and invoiced under Section 5 (including the $1,400 component) and must be fully funded by Day 90 unless Section 5.5 requires a rate true-up. The fee RCCS may ultimately retain is capped at the Effective Service Fee calculated from actual payer reimbursements attributable to the original six covered service periods under Section 9.3.

9.2 Hospitalization, Death, Resident Funding Loss, or Program Cessation

Mandatory reconciliation applies whenever an extended hospitalization, resident death, loss of resident-specific payer reimbursement eligibility or authorization, reduction or cessation of payer reimbursement for a resident, or suspension or discontinuation of the applicable government-funded or managed-care program reduces or eliminates reimbursements attributable to any of the resident’s six covered monthly service periods.

If the responsible payer or government funding body stops reimbursing a particular resident or stops reimbursing under the covered program altogether, amounts that are finally unpaid or uncollectible for the affected covered service periods are uncollected reimbursements, including months with zero collections, and shall be factored into the six-period refund calculation under Section 9.3. RCCS shall not treat an amount as received merely because it was previously authorized, claimed, expected, or invoiced.

A temporarily delayed, suspended, or disputed claim shall remain open for reasonable authorized follow-up under Section 4.3 until the payer’s payment or final nonpayment determination is documented. A permanent program closure or confirmed final funding termination may support final reconciliation without requiring a nonexistent last reimbursement check. RCCS shall share the supporting records and written calculation with Operator under Sections 5.8 and 9.5 and refund any overpayment under Section 9.6.

RCCS shall not retain more than the Effective Service Fee determined under Section 9.3, including the pro-rata portion of the $1,400 fee component attributable to collected care-and-services reimbursement, whether a reduction arises from hospitalization, death, individual funding loss, or program-wide cessation.

9.3 Mandatory Billing Reconciliation Formula

The parties agree to the following calculation. The “Applicable Package Fee” means the rate-adjusted (or still provisional) per-resident fee under Sections 5.1 and 5.5. The “Standardized Monthly LOA Amount” means the applicable approved 30-day care-and-services amount before adding the fixed $1,400. All calculations are resident-specific and use only payer funds actually collected for the original six covered billing service periods.

If the Paid Service Fee exceeds the Effective Service Fee, RCCS shall refund the positive difference to Operator. A zero-collection resident produces a zero Effective Service Fee. The applicable Package Fee serves as a maximum, not an amount RCCS may retain if sufficient covered reimbursements were not collected.

If the Effective Service Fee equals or exceeds the Paid Service Fee, no refund is due; the six-month reconciliation does not increase the originally agreed Package Fee. The separately stated $1,400 component is included in, and prorated within, the Effective Service Fee; it cannot be retained in full when the collection ratio is below 100%.

Calculations do not count SSI/SSP, resident-paid room and board, family contributions, or amounts outside approved care-and-services reimbursement. Where a payer authorizes an expressly fixed monthly rather than a daily rate, that approved monthly amount is the Standardized Monthly LOA Amount. A corrected approved rate updates both the Applicable Package Fee and the denominator so the calculation remains consistent.

9.4 Billing Reconciliation Examples

Example A — Full Six Months: The approved rate is $125/day ($3,750 standardized monthly LOA) and Operator collects six monthly $3,750 reimbursements, or $22,500. Applicable Package Fee: $3,750 + $1,400 = $5,150. Collection Ratio: $22,500 ÷ ($3,750 × 6) = 100%. Effective Service Fee: $5,150; assuming $5,150 paid, Refund Due: $0.

Example B — One Month Without Payer Reimbursement: At the same $125/day rate, Operator collects five $3,750 payments ($18,750), with one covered month conclusively uncollected. Collection Ratio: $18,750 ÷ $22,500 = 5/6. Effective Service Fee: $5,150 × 5/6 = $4,291.67. If $5,150 was paid, RCCS refunds $858.33.

Example C — Resident Dies After Three Collected Months: At the same rate, Operator collects three $3,750 reimbursements ($11,250), and the final three covered months are conclusively uncollected. Collection Ratio: 50%. Effective Service Fee: $2,575. If $5,150 was paid, RCCS refunds $2,575.

9.5 Final Reimbursement, Record-Sharing, and Reconciliation Procedure

RCCS shall maintain a resident-specific ledger of authorization periods, claims prepared or submitted, covered service dates, payer responses, remittances received by Operator, denials, reductions, reversals, and reimbursement amounts actually collected or conclusively uncollected.

At completion of the six covered service periods, and once all claims attributable to those periods have been paid or reached a documented final disposition, RCCS shall perform the mandatory six-period reconciliation. Reimbursements collected after the sixth service period for claims arising within the original six covered periods shall be included, and any later recoupment or payment adjustment shall result in a supplemental reconciliation.

A claim finally denied or closed without payment, or a claim conclusively made uncollectible by resident-specific funding termination or program-wide cessation, shall count as zero actual collections for the affected period. Pending claims shall not be misrepresented as paid, and RCCS shall continue reasonable eligible follow-up on them under Section 4.3.

RCCS shall deliver to Operator a written reconciliation report for each Covered Resident together with reasonably available underlying claim and payment records. The report shall separately show each of the six covered monthly periods, applicable claims and payer authorization numbers, gross amounts claimed, amounts actually reimbursed, unpaid amounts and reasons for noncollection, reversals or recoupments, and any funding or program cessation determinations.

The reconciliation report shall also show the six-period eligible collections, the verified Standardized Monthly LOA Amount, Applicable Package Fee including the fixed $1,400 component, Collection Ratio, Effective Service Fee, installments paid, Paid Service Fee, resulting Refund Due, and any previous refund or supplemental adjustment. RCCS shall share supporting remittance advice or equivalent payer records and proof of refunds issued. Where no further reimbursement will occur because the program or resident funding has permanently stopped, RCCS shall document the payer decision or other reliable evidence of closure.

Operator shall provide reasonably available payer receipts, remittance statements, and facility records necessary to confirm collections and prevent duplicate amounts. Records shall be exchanged securely consistent with Section 8. RCCS shall not condition a contractually owed refund on Operator accepting an undocumented calculation.

9.6 Mandatory Refund Deadline

When the reconciliation establishes that the Paid Service Fee exceeds the Effective Service Fee, RCCS shall issue the positive difference as a refund directly to Operator within fifteen (15) calendar days after the final covered-period reimbursement is received and all other covered claims have reached final payment or documented final nonpayment determination.

If the payer has finally denied the remaining covered claims, permanently stopped reimbursing the Covered Resident, or ended reimbursement under the entire program, and no further collectible covered-period payments remain, the same fifteen (15) calendar-day refund period begins on the date that final denial, permanent funding cessation, or program closure is reasonably documented; receipt of an additional payer payment is not required.

RCCS shall provide the written reconciliation report and reasonably available supporting records described in Sections 5.8 and 9.5 no later than the refund is issued. A refund shall not be delayed merely because the original six-month service window has not fully elapsed where the resident has died or permanently lost reimbursement and no further covered services or collectible claims remain.

Refunds shall use a mutually agreed payment method. If the payer later issues an eligible payment, recoupment, or adjustment attributable to the six covered periods, the parties shall share updated reconciliation records and settle the resulting permitted adjustment within fifteen (15) calendar days after verification, without permitting retention above the original package cap.

9.7 No Additional Package or Administrative Claim Recovery Fee After Reconciliation

If actual payer reimbursements for the original six covered monthly periods exceed the amounts initially anticipated, RCCS shall not charge an additional package fee for those periods. The maximum total package compensation remains the original amount stated in Section 5, subject to mandatory downward reconciliation and refunds under Section 9.

Administrative corrections, payer follow-up, denied-claim recovery work, and resubmissions relating to the original six covered monthly service periods shall not generate a separate recovery percentage or additional correction or resubmission fee under Sections 2.3 and 6.1–6.2, including when facility staff failed to obtain the required guidance or screenshot pre-approval. The separately stated $120-per-hour fee in Section 4.3 applies only to consultations unrelated to the covered claims. No fee or unpaid claim shall be used to avoid a mandatory Section 9 refund.

9.8 Effect of Facility-Submitted Claims

A staff-submitted claim, whether submitted with RCCS guidance, with written screenshot pre-approval, or without either required procedure, does not by itself waive or reduce the original Section 5 package fee, cancel a scheduled installment, or excuse either party’s continuing obligations. Submission without required RCCS involvement may violate Section 4.5, and Operator remains responsible for resulting facility-controlled errors under Section 6.1, but no additional administrative claim recovery fee shall be imposed for the original six monthly service periods.

The parties expressly agree that the preparation or submission of any covered reimbursement claim by Operator, its administrator, manager, licensee, or authorized personnel, rather than directly by RCCS, shall not constitute grounds for reducing, discounting, prorating, waiving, or refunding any portion of RCCS's agreed service fee. All reimbursements actually collected for the six covered monthly service periods shall be included in the mandatory reconciliation regardless of which authorized party prepared or submitted the claim. The identity of the submitting party shall not independently increase or decrease any refund otherwise due under Section 9.

The mandatory Section 9 reconciliation shall use only covered-care reimbursements actually collected for the original six monthly service periods, including collections from RCCS-submitted and facility-submitted claims. Any claim finally uncollectible because of denial, a resident-specific funding stoppage, or program-wide cessation is treated as uncollected under the formula. The claim-review and correction procedures in Sections 6.1 and 6.2 shall not permit double counting or withholding a refund otherwise due under Sections 9.3 through 9.6.

RCCS provides independent administrative support and shall not assume responsibility for Operator's staffing, resident care, licensing compliance, professional assessments, covered-service delivery, financial solvency, or underlying payer obligations.

Neither party has authority to bind the other to an unapproved financial, clinical, or contractual obligation.

10.1 Contractual Service Commitment

Operator and RCCS agree to fulfill their respective obligations for the six-month service period.

The parties acknowledge that this period is intended to provide consistent billing administration, reimbursement coordination, and integrated administrator/licensee training.

10.2 Mandatory Six-Month Commitment and Early Termination

10.2.1 Binding Six-Month Term

Operator agrees that the billing services engagement for each participating resident is a binding six (6) consecutive monthly service-period commitment beginning on the Billable Service Start Date.

Operator shall retain RCCS as its exclusive third-party administrative billing services provider for the covered resident throughout the entire six-month period, subject to the terms of this Agreement.

Neither party may terminate the engagement for convenience before the expiration of the six-month term without the other party's written consent.

10.2.2 Operator-Initiated Early Termination

If Operator voluntarily terminates the engagement, transfers the covered billing services to another third-party provider without RCCS's written consent, or materially prevents RCCS from fulfilling the engagement before completion of the six-month period, such action shall constitute early termination. A facility submission contrary to Section 4.5 does not, by itself, constitute early termination if Operator continues to retain RCCS and promptly supplies the submission record and necessary corrective access.

Where Operator's action is a remediable breach, RCCS shall provide written notice and ten (10) business days to correct the breach before assessing an early termination charge.

10.2.3 Early Termination Charge - Agreed Liquidated Damages

In the event of early termination attributable to Operator under Section 10.2.2, Operator shall pay RCCS a charge of six hundred fifty dollars ($650.00) for each remaining full monthly service period within the original six-month term for each affected participating resident. A remaining partial monthly period shall be charged proportionally by calendar days in that service period. The calculation begins on the effective date of early termination, does not include a completed service period, and is subject to Sections 10.2.4 and 10.2.5.

The maximum early termination charge shall not exceed three thousand nine hundred dollars ($3,900.00) per participating resident, corresponding to six remaining full monthly service periods; it may be lower under the actual remaining term and the credits in Section 10.2.5.

The parties acknowledge that premature termination may result in reasonable transition and closeout expenses, allocated administrative capacity costs, and anticipated net loss from disrupted scheduled services. The $650.00 monthly estimate must have a reasonable relationship to losses anticipated when the parties enter into this Agreement, and is not intended to duplicate the package compensation already paid or legally retained for the same future services.

The parties intend this charge to represent a reasonable advance estimate of loss rather than a punishment or forfeiture. It shall not apply merely because Operator submits a claim while continuing to retain RCCS and fulfill its contractual obligations, and shall not override mandatory refunds or credits under Section 9.

RCCS shall invoice the applicable charge, which shall become due fifteen (15) calendar days after issuance.

10.2.4 Exceptions to Early Termination Charges

No early termination charge shall apply when:

• RCCS materially breaches its contractual obligations and fails to correct the breach within ten (10) business days after written notice.

• A participating resident dies.

• A participating resident permanently loses eligibility for the contracted reimbursable services through circumstances not caused by Operator's misconduct.

• RCCS and Operator mutually agree in writing to terminate the engagement without a charge.

A resident's temporary hospitalization shall not, by itself, terminate the six-month engagement.

10.2.5 Outstanding Fees and Reconciliation

Early termination shall not extinguish payment obligations properly earned before termination.

Any enforceable early termination charge is separate from fees properly earned for completed services. To prevent double recovery, RCCS shall credit against the early termination charge amounts it receives or retains to compensate the same anticipated losses or the same future services that RCCS will no longer perform. RCCS shall provide a reasonable itemized explanation of this credit with the termination invoice and shall not recover twice for the same loss.

All applicable reimbursement reconciliation and refund obligations under Section 9 shall remain enforceable.

An early termination charge shall not be used to avoid or reduce a refund otherwise owed under Section 9, except through a separate written agreement between the parties.

10.2.6 No Automatic Renewal; Continuing Included Claim Resolution

The six-month exclusive engagement expires for new dates of service after the sixth covered monthly service period without automatic renewal. Preparation and submission of new claims for subsequent service periods requires a separate written agreement.

Expiration of exclusivity shall not terminate RCCS’s existing obligation to answer unlimited covered-claim questions, complete corrections or resubmissions, address LOA-related reimbursement issues within the original six service periods, and furnish reconciliation reports and mandatory refunds under Sections 4.3 and 9. Those included obligations continue through payment or documented final disposition of the covered claims as specified in this Agreement.

11.1 Independent Contracts

This Agreement is between RCCS and the signing Operator for distinct LOA coordination and billing administration services. Rosenthal Adult & Senior Care Connections (RASCC) is not a party to this Agreement, is not an automatic countersigner, and does not waive or release any claims by execution of this Agreement.

Any existing or future resident placement, marketing, or referral agreement between Operator and RASCC or any other referral agency remains governed by its own written terms and applicable law. This Agreement does not amend, cancel, terminate, release, or supersede such a separate agreement.

11.2 Referral Documentation and Distinct Services

Referral-source questions shall be evaluated using the applicable separate agreement and reliable dated referral records. RCCS compensation under this Agreement pays for the administrative services described in Section 2, not for selecting, influencing, or referring residents. The payer source alone does not determine which business originally referred a resident.

The parties shall not knowingly bill twice for an identical underlying administrative service, but lawful referral compensation owed under a separate agreement is not automatically waived merely because RCCS also performs billing services. Any waiver, release, modification, or credit concerning a separate referral agreement must be documented in a separate writing signed by the affected parties.

California law governs this Agreement.

Any amendment must be documented in writing and signed by authorized representatives of the affected parties.

Electronic signatures and counterparts are permitted to the extent authorized by applicable law.

If any provision is unenforceable, the remaining lawful provisions shall remain effective to the extent consistent with the parties' contractual intent.

This Agreement constitutes the complete understanding between RCCS and Operator regarding the distinct billing services described herein. It does not modify any separate placement or referral agreement except through a specific separate writing executed by the parties to that other agreement.