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EXHIBIT 10.19
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EXHIBIT 10.19
CONSULTANT SERVICES AGREEMENT
BETWEEN
ROSEWOOD THERAPY SERVICES, INC.
AND
ROSEWOOD CARE CENTER, INC. OF ALTON
THIS CONSULTANT SERVICES AGREEMENT is made and entered into this 1st day
of September, 1997, by and between ROSEWOOD THERAPY SERVICES, INC. ("RTS") and
ROSEWOOD CARE CENTER, INC. OF ALTON ("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 residents 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 set forth in
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Exhibits A and B, 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's 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
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the Services provided under this Agreement as set forth on Exhibits A and B.
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 copy of this Agreement and such books,
documents and records as are necessary to
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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
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RTS 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
employmentrelated 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
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September 15, 1997, and terminate on June 30, 1998, unless terminated as set
forth in Section 8.
8. TERMINATION. Either party may terminate this Agreement with or
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without cause at any time. 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.
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 or 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.
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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. ALTON
BY: /s/ LARRY VANDER MATEN BY: /s/ LARRY VANDER MATEN
--------------------------- ----------------------------
Larry Vander Maten Larry Vander Maten
President President
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EXHIBIT A
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FEE SCHEDULE
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PHYSICAL THERAPY, OCCUPATIONAL THERAPY
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AND SPEECH THERAPY SERVICES
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Rosewood agrees to pay for 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 ONLY PATIENTS WITH MEDICARE PART "A"
AND "B" COVERAGE FOR REHABILITATIVE THERAPY SERVICES.
1. PHYSICAL THERAPY SERVICES Service commencement date: September 15,
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1997 Compensation:
Charges for physical therapy services shall not exceed the Medicare
Salary Equivalency Rate.
Services over fifteen (15) hours per Week (780 hours per year) at the
Medicare Salary Equivalency Rate* of
Hourly Rate First Hour First Hour
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Travel Allowance Travel Expense
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Licensed Physical Therapist: $39.10 $19.55 $3.00
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Physical Therapy Assistant: $29.33 $14.66 $3.00
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Physical Therapy Aide: The prevailing Physical Rehab Aide rate
multiplied by 1.618.
Beginning date of fiscal year: JULY 1
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2. OCCUPATIONAL THERAPY SERVICES Service commencement date: September
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15, 1997
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Compensation at rate of $60 per hour for an Occupational Therapist
---
Compensation at rate of $30 per hour for an Occupational Therapist
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Assistant
3. SPEECH THERAPY AND AUDIOLOGY Service commencement date: September
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15, 1997
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Compensation at rate of $60 per hour for a Speech Language
---
Pathologist
Rehab Coordinator's time shall be billed at their actual paid rate for the
hours worked multiplied by 1.618. *Medicare Salary Equivalency Rate(s) will be
increased according to Health Care Financing Administration guidelines at the
beginning of each new fiscal year of the facility and at such other times as may
be allowed by Medicare regulations. All other charges set forth above may be
changed by RTS at any time upon not less than thirty (30) 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 Paragraph 8 of the Agreement.
Rosewood Care Center, Inc. of Alton Rosewood Therapy Services, Inc.
By: /s/ Larry Vander Maten By: /s/ Larry Vander Maten
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Title: President Title: President
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Date: 9-1-97 Date: 9-1-97
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