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EXHIBIT 10.21
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CONSULTANT SERVICES AGREEMENT
BETWEEN
ROSEWOOD THERAPY SERVICES, INC.
AND
ROSEWOOD CARE CENTER, INC. OF ▇▇▇▇▇
THIS CONSULTANT SERVICES AGREEMENT (Agreement) is made and entered into
this 1st day of July, 1998, by and between ROSEWOOD THERAPY SERVICES, INC.
("RTS") and ROSEWOOD CARE CENTER, INC. OF ▇▇▇▇▇ ("Rosewood").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Rosewood is a skilled nursing facility that provides
comprehensive rehabilitation and long term care services to persons needing
such services, including where medically indicated, physical, occupational and
speech therapy services (collectively "the Services");
WHEREAS, RTS employs and/or contracts with persons possessing the
requisite licenses, education and training to provide the Services to patients
of Rosewood, and
WHEREAS, Rosewood and RTS desire to enter into this Agreement for RTS to
provide the Services to patients of Rosewood according to the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein set forth, and other good and valuable consideration, the receipt and
sufficiency of which is hereby expressly acknowledged, the parties covenant
and agree as follows:
1. SERVICES OF RTS. RTS shall provide the Services at the fee set
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forth in Exhibit A, copies of which is attached hereto and incorporated
herein by reference, with the same care and attention that is customarily
provided by RTS to all RTS patients. RTS shall provide the Services in
accordance with all applicable clinical, legal and ethical standards and
within the standards of practice for quality care generally recognized within
the community in which the Services are provided.
2. NO DISCRIMINATION. RTS shall provide the Services without
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differentiation or discrimination because of race, color, sex, national
origin, religion, political affiliation, age, disability or method of
payment.
3. REIMBURSEMENT FOR SERVICES. Rosewood shall compensate RTS for the
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Services provided under this Agreement as set forth on Exhibit A.
4. RECORDS RETENTION. RTS shall keep and maintain at the Rosewood
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facility such records of the Services rendered by RTS under this Agreement as
may be required by federal, state or local governmental agencies or by
Rosewood or its auditors. Pursuant to Section 1395x(V)(1)(1) of Title 42 of
the United States Code, with respect to any Services furnished under the
terms of the Agreement, the value or cost of which is ten thousand dollars
($10,000.00) or more over a twelve (12) month period, until the expiration of
four (4) Year(s) after the termination of this Agreement, RTS shall make
available, upon written request of the Secretary of the United Sates
Department of Health and Human Services, or upon request of the Comptroller
General of the United States General Accounting Office, or any of their duly
authorized representatives, a
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copy of this Agreement and such books, documents and records as are
necessary to certify the nature and extent of the costs of the Services
provided by RTS under this Agreement.
5. RELATIONSHIP OF PARTIES. The relationship between Rosewood and RTS
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is solely that of two independent parties contracting with each other at
arm's length for the purpose of effectuating the provisions of this
Agreement. None of the provisions of this Agreement are intended to create,
nor shall be deemed or construed to create, any other relationship; neither
party, nor their respective agents, employees or representative shall be
deemed the agent, employee or representative of the other (except as
expressly provided herein), and no joint venture or partnership shall result
from this Agreement. Each party shall be solely responsible for and shall
comply with all state and federal laws pertaining to employment taxes, income
withholding, unemployment compensation contributions and other employment-
related statutes applicable to that party.
6. INSURANCE. Each party shall, at such party's sole cost and
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expense, maintain general and professional liability insurance in such
amounts as are necessary to insure the other party and such other party's
agents, servants and employees, against any claim for damages arising from or
as a result of the performance by the insuring party or the failure of the
insuring party to perform any of its obligations under this Agreement.
7. TERM OF AGREEMENT. This Agreement shall become effective on July
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1, 1998, and terminate on June 30, 1999, unless earlier terminated as set
forth in Section 8. This Agreement is automatically renewed annually unless
Notice of Termination is given by either party at least ninety (90) days'
prior to the anniversary date.
8. TERMINATION. Either party may terminate this Agreement if they are
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unable to agree to changes in the Fee Schedule set forth on Exhibit A to this
Agreement during the applicable time period. Upon such termination, no party
shall have any further obligations hereunder, except for obligations accruing
prior to the date of termination.
9. GOVERNING LAW. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Illinois.
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10. AMENDMENTS. This Agreement may be amended or modified only by a
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writing signed by both parties.
11. SEVERABILITY. This Agreement shall be construed to be in
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accordance with federal and state statutes and Medicare, Medicaid and
intermediary carrier rules, regulations, principles and interpretations
regarding reimbursement and rates charged to patients. If any provision of
this Agreement, or any portion thereof, is found to be invalid, illegal or
unenforceable, under any applicable statute or rule of law, then such
provision or portion thereof shall be deemed omitted, and the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
12. NO OBLIGATION TO THIRD PARTIES. None of the obligations and
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duties of Rosewood or RTS under this Agreement shall in any manner be deemed
to create any obligation of Rosewood or RTS to, or any rights in, any person
or entity not a party to this Agreement.
13. TERMINATION FOR LOAN DEFAULT. RTS and Rosewood agree that the
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holder of any mortgage on the real estate which constitutes the skilled
nursing facility premises operated by Rosewood may terminate this Agreement
upon thirty (30) days' prior written notice of such termination if there is a
default under the loan documents.
IN WITNESS WHEREOF, the undersigned have executed or caused this
Agreement to be executed on the day and year first written above.
ROSEWOOD THERAPY ROSEWOOD CARE CENTER, INC. OF
SERVICES, INC. ▇▇▇▇▇
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Maten By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
President President
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EXHIBIT A
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FEE SCHEDULE
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Rosewood agrees to pay for billable direct patient services performed on one
or more of the following basis, as determined by agreement of the parties.
Charges will be based on rates as set forth below:
PLEASE NOTE THAT THIS SCHEDULE COVERS PATIENTS WITH MEDICARE, PRIVATE PAY,
MANAGED CARE AND ALL OTHER COVERAGES.
1. Physical Therapy Services
Compensation: Rate of $45.00 per hour
2. Occupational Therapy Services
Compensation: Rate of $45.00 per hour
3. Speech Therapy Services
Compensation: Rate of $45.00 per hour
All charges set forth above may be changed by RTS at any time upon not less
that sixty (60) days notice to Rosewood. If Rosewood objects to such
increase and RTS and Rosewood cannot otherwise reach an agreement,
notification of such increase shall constitute "cause" for purposes of
termination under Paragraph 8 of the Agreement.
Rosewood Care Center, Inc. of ▇▇▇▇▇ Rosewood Therapy Services, Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Maten
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President President
July 1, 1998 July 1, 1998
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Date Date
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