Consulting & Advisory Services Agreement

Consultant: Rosenthal Community Care Services LLC (“RCCS” or “Consultant”).

Client: The individual or facility / organization identified in this Agreement (“Client”). If a facility / organization is identified, the person signing represents that the signer is authorized to act for that entity.

Client engages RCCS for professional consulting and advisory services that may include operational guidance, facility readiness support, licensing preparation assistance, fire-readiness consulting, contractor or vendor coordination support, strategic advisory services, and related consulting reasonably connected to Client's project or question.

This Agreement applies to the consultation type selected by Client above: either Remote Consultation or On-Site Consultation.

Client acknowledges that the selected consultation has been purchased before execution of this Agreement. This Agreement does not create a recurring billing cycle, weekly invoicing schedule, subscription, automatic debit authorization, or open-ended hourly engagement.

The standard RCCS consulting rates reflected in this Agreement are $120.00 per hour for remote consulting and $250.00 per hour for on-site consulting. The amount actually purchased may reflect the duration, package, order, promotion, or service selected by Client at checkout or through a separately issued invoice.

If additional consultation time, follow-up work, project work, or a different service is needed beyond what Client purchased, RCCS and Client must separately arrange, approve, or purchase that additional service. RCCS will not treat this Agreement by itself as authorization to automatically charge Client for future services.

For an on-site consultation, any travel-related fee that applies outside RCCS's normal service area must be disclosed to Client before the visit or otherwise separately agreed in writing. This Agreement does not authorize undisclosed travel charges.

Depending on the consultation selected and the Client's needs, RCCS may provide services including phone or video consultations; email or text-based consulting; review of documents, photos, videos, layouts, inspection comments, or correction notices; facility walkthroughs; physical plant observations; contractor or vendor meetings; fire-readiness observations; licensing-readiness observations; operational planning; staffing discussions; resident-safety and workflow discussions; research; strategic planning; and related advisory support.

RCCS may use reasonable professional judgment to focus the consultation on the issues that appear most relevant to Client's stated goals, questions, project stage, or available information.

RCCS is not required to perform work outside the purchased consultation or undertake additional research, document preparation, site visits, calls, meetings, or follow-up work unless separately agreed.

RCCS agrees to provide consulting services in good faith and to use reasonable professional effort, practical judgment, industry knowledge, and available resources to assist Client.

RCCS may identify visible concerns, discuss practical options, help Client evaluate possible solutions, share professional observations, coordinate with relevant parties when appropriate, and discuss next practical steps.

RCCS's role is advisory. Client remains free to accept, reject, modify, or seek additional professional review of any recommendation.

Client understands that RCCS does not guarantee licensing approval, fire clearance, inspection approval, correction clearance, regulatory approval, permit approval, occupancy, contractor performance, vendor performance, construction completion, revenue, profitability, business success, specific timelines, or specific financial outcomes.

Final determinations remain with the applicable government agencies, inspectors, licensing authorities, fire authorities, contractors, vendors, property owners, professionals, and other responsible third parties.

RCCS provides consulting and advisory support only and cannot control government actions, inspection interpretations, project delays, third-party conduct, market conditions, or Client decisions.

Client remains responsible for the accuracy and completeness of information provided to RCCS and for all decisions relating to Client's project.

Where applicable, Client remains responsible for facility operations, licensing submissions, permit applications, regulatory and code compliance, contractor and vendor selection, construction work, staffing, financial decisions, implementation of recommendations, and obtaining any professional services legally required for Client's project.

Client agrees to provide timely, complete, and accurate information reasonably necessary for RCCS to perform the purchased consultation.

RCCS may assist Client in identifying, contacting, communicating with, or coordinating with contractors, vendors, consultants, facility personnel, or other third parties.

RCCS does not guarantee the pricing, availability, licensing status, insurance status, quality, reliability, performance, timelines, or conduct of any third party. Client remains responsible for selecting, hiring, approving, paying, supervising, and managing third-party work.

Unless separately agreed in writing, RCCS is not acting as a government agency, licensing authority, fire department, code-enforcement agency, architect, engineer, contractor, construction company, law firm, attorney, CPA, insurance provider, or official inspector.

Client should seek appropriately licensed professionals whenever a matter requires a professional license, legal opinion, engineering or architectural judgment, tax or accounting advice, contractor work, or another regulated service outside RCCS's consulting role.

Client and RCCS may communicate through phone, video, text message, email, or other mutually accepted communication methods. This Agreement does not create guaranteed emergency response obligations or guaranteed response times.

Both parties agree to use reasonable efforts to protect non-public business, financial, operational, project-related, or proprietary information disclosed during the consulting relationship.

RCCS retains ownership of its consulting systems, forms, templates, checklists, frameworks, branding materials, methods, business processes, and general consulting work product unless otherwise agreed in writing. Materials provided by RCCS may be used for Client's own project and may not be resold, republished, or commercially reused for unrelated businesses or third parties without RCCS's written permission.

RCCS acts solely as an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, franchise, ownership relationship, or general agency relationship between the parties.

This Agreement is non-exclusive. RCCS may provide services to other clients, facilities, businesses, operators, or organizations, including those in similar industries, provided that RCCS does not improperly disclose Client's confidential information. Client may engage other consultants, contractors, vendors, or advisors at Client's discretion.

To the fullest extent permitted by law, RCCS shall not be liable for indirect, incidental, consequential, special, punitive, speculative, or business-related damages, including lost profits, lost business opportunities, licensing delays, inspection delays, contractor delays, construction defects, regulatory actions, government decisions, business interruption, lost occupancy, or revenue loss.

To the fullest extent permitted by law, RCCS's total liability arising from the purchased consultation shall not exceed the amount paid by Client to RCCS for the consultation giving rise to the claim.

Nothing in this Agreement limits liability for fraud, willful misconduct, intentional wrongdoing, or any liability that cannot legally be limited.

The parties agree to first attempt in good faith to resolve any dispute, claim, controversy, or disagreement arising from this Agreement or the consulting services through informal discussion.

If the dispute cannot be resolved informally, the parties agree that the matter shall be resolved through binding arbitration in the State of California before a single neutral arbitrator, to the extent this provision is enforceable under applicable law.

Unless otherwise required by law or allocated by the arbitrator, the parties shall initially share arbitration administrative fees and arbitrator fees equally, subject to the arbitrator's final allocation of fees and costs.

The parties knowingly and voluntarily waive the right to a jury trial for disputes covered by this arbitration provision. The prevailing party may seek reasonable attorneys' fees and arbitration costs if awarded by the arbitrator or permitted by applicable law.

This Agreement is intended to cover the prepaid consultation selected above. Unless the parties separately agree otherwise, the consulting engagement under this Agreement is complete when the purchased consultation or purchased scope has been provided.

This Agreement represents the complete understanding between the parties concerning the selected consultation and supersedes prior verbal discussions or informal understandings concerning that consultation. Any modification must be made in writing and acknowledged by both parties.

If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in effect. This Agreement is governed by the laws of the State of California.

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