This Agreement is made and effective June 27, 2023, (the “effective date”), by and between

Compassionate Guidance LLC, and Harbor Chase of Palm Harbor, 2960 Tampa Road, Palm
Harbor, FL 34684 (“Client”).
Whereas Client wishes to contract with Compassionate Guidance to provide for the following
services:
1. Initial onsite consultation as appropriate.
2. Staff education with attendance tracking to include coverage of regulatory standards
applicable to ALFs and ECC.
3. Reporting that documents trainings and attendance.
4. Conduct audits of facility’s medical records.
5. Review policy and procedure manuals to ensure staff compliance.

Whereas Client will coordinate with healthcare facility to provide Compassionate Guidance staff
timely and uninhibited access to all relevant information, facility’s data, and medical records.

Whereas Compassionate Guidance is ready, willing, and able to provide such services as may be
required by Client.

Now, therefore, in consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree
as follows:

A. Fees for services: For the services provided under and pursuant to this Agreement and
the request of Client, Compassionate Guidance shall be compensated for time,
equipment, software, effort, labor, and supplies expended in providing the agreed upon
services as follows:
a. Fee: There will be a four (4) hour minimum charge for each visit to the facility.
Each visit will perform the above outlined required services. This fee may
change depending on the future needs and requests of the Client, but only with
Client’s acceptance prior to any change taking place.
b. Additional hourly rate of $80/hr (rounded up to the nearest half hour) for time
spent above the 4-hour initial visit. The hourly rate extends to normal business
hours.
c. Each visit will also receive a $25 energy surcharge.
 d. Any required remote consultations or reviews, including, but not limited to,
electronic medical record review, telephone or electronic meeting formats, will
be billed at an hourly rate of $50/hr, (rounded up to the nearest half hour).
e. Additional consulting, clinic support, phone consultation, and education services,
Compassionate Guidance will provide as requested by Client. The cost of these
services will be jointly determined prior to such services being provided.
 Payment: Payment for monthly services rendered by Compassionate
Guidance shall be due and payable and delivered to Compassionate
Guidance by Client on or before the 15th day of the following month in
which services were rendered and an invoice was provided for purposes
of this Agreement.
Independent Contractor: Compassionate Guidance shall not be considered an employee or
agent of client for any purpose and no partnership, joint venture or coventure shall be created
by virtue of this Agreement or the performance by Compassionate Guidance hereunder. The
parties are independent contractors, contracting with one another solely for the purposes set
out herein. Compassionate Guidance acknowledges that as an independent contractor is not
covered under the Client’s workers compensation insurance and is not entitled to any fringe
benefits afforded to employees of the Client.

Confidentiality and Health Information Portability and Accountability Act: Compassionate

Guidance and Client are covered entities (as defined in the 1996 Health Information Portability
and Accountability Act (“HIPAA”) and the regulation promulgated there under and therefore
must be in compliance with all applicable aspects of HIPAA and will treat all protected health
information in accordance with the provisions of HIPAA.

Furthermore, Compassionate Guidance and Client recognizes that during the course of this
Agreement Nurses and any other staff may acquire knowledge of confidential or proprietary
business information and agrees to keep all such reports, findings, and/or facts, including all
patient information, as confidential. If at any time this is not adhered to, it will be considered
as a breach of contract as of that date.

B. Duration and Termination. This Agreement shall become effective as of the start date
above written and shall continue for two (2) years. Either party may terminate this
Agreement upon 30 days written notice to the other party.

C. Assignment. This Agreement shall not be assignable by either party without prior
written consent of the other party hereto.
D. Benefits. The covenants, Agreements, herein contained shall inure to the benefit of and
be binding upon the parties hereto and their successors and assigns.

E. Applicable Law and Venue. This Agreement shall be subject to, construed in
accordance with, and governed by, the laws of the State of Florida without regard to its
conflicts-of-law principles. Any legal action or proceeding arising out of or relating to
this Agreement brought by either party or its successors or assigns shall be brought and
determined in any Florida state of federal court sitting in the County of Polk (or, if such
court lacks subject matter jurisdiction, in any appropriate Florida state or federal court),
and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the
aforesaid courts for itself and with respect to its property, generally and unconditionally,
with regard to any such action or proceeding arising out of or relating to this Agreement
and the transactions contemplated hereby.

F. Notices. All notices or other communications which may be or are required to be given,
served, or sent by any party to the other party pursuant to this Agreement, shall be in
writing, addressed as set forth above, and shall be mailed first class, registered, or
certified mail, return receipt requested, postage prepaid, or transmitted by hand
delivery or telegram. Such notice or other communication shall be deemed sufficiently
given or received for all purposes at such time as it is delivered to the addressee (with
the return receipt, the delivery receipt, the affidavit or the answerable being deemed
conclusive evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation. Each party may designate by notice in writing a new
address to which any notice or communication may thereafter be so given, served, or
sent.

G. Attorney’s Fees. In the event it shall be necessary for any party to bring suit to enforce
this Agreement or for damages on account of any breach of this Agreement, or of any
covenant, condition, requirement or obligation contained herein, the prevailing party
shall be entitled to recover from the other in addition to its damages, all legal costs and
a reasonable attorney’s fee as fixed by the Court, both at the trial and appellate levels,
and in any bankruptcy cases or post judgment proceedings.

H. Completeness of Agreement. All understandings and Agreements heretofore had

between the parties are merged into this document, which alone fully, and completely,
expresses their Agreement. No amendment, modification or discharge of this
 Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing
and duly executed by the party against whom enforcement of the amendment,
modification, discharge, or waiver is sought.

I. Severability. If any provision of this Agreement shall be declared invalid or

unenforceable if reasonably possible, considering the intent and purpose of the parties
hereto in entering into this Agreement, the remainder of the Agreement shall continue
in full force and effect.

J. Construction of Agreement. Wherever the context of this Agreement so requires words

used in the neuter gender include the masculine and feminine, the singular includes the
plural and the plural the singular, the word “person” includes a corporation, company,
partnership, association of society as well as a natural person.

Compassionate Guidance, LLC Client

By_______________________ By______________________
Pamela Herbert, RN Leigh Dingle, Executive Director