Consultant & Placement Support Agreement

Consultant is engaged on a non-exclusive independent-contractor basis to perform only the placement-support work that RASCC assigns or approves. The parties’ legal status is governed by applicable law, regardless of the label used in this Agreement.

Consultant has no authority to bind RASCC or any facility. Consultant may not sign contracts for RASCC, change or quote RASCC fees unless specifically authorized, guarantee admission or placement, promise government-funding approval, make clinical or licensing determinations, collect money for RASCC, negotiate RASCC’s facility agreements, or represent that Consultant owns, manages, supervises, or speaks for RASCC beyond the specific task assigned.

Only the following categories may be counted when determining Consultant’s commission tier, and only when the work was assigned or approved by RASCC and materially completed by Consultant:

• Government-Funding Application / Support: substantive assistance with an application or case involving programs such as CalAIM, Assisted Living Waiver (ALW), Regional Center, or another RASCC-approved funding pathway.
• Facility Matching: substantive research, screening, and presentation of appropriate facility options for the specific consumer.
• Tour(s): arranging and personally conducting or materially facilitating one or more RASCC-approved facility tours for the case.
• Assessment(s): personally conducting or materially completing one or more RASCC-approved placement assessments within Consultant’s lawful scope and qualifications.

Multiple tours count as one Tour category. Multiple assessments count as one Assessment category. Repeating, duplicating, or assisting another person’s work does not automatically create an additional category. RASCC’s contemporaneous case records, communications, and assignment records will control absent clear error.

Consultant’s commission percentage is based only on the qualifying service categories specifically requested, assigned, or approved in advance by RASCC management for that particular case. The percentage applies to the placement/referral commission actually received and retained by RASCC, and not to the resident’s rent, care charges, or other amounts paid to the facility.

Commission is capped at 30% for leads not generated or originated by the Consultant. No percentages are added together. A case receives only one tier. Any compensation arrangement not listed above must be approved by RASCC in writing.

A service counts only if RASCC requested or assigned it for the specific case. Independently taking on, volunteering for, or performing additional services does not increase the tier. RASCC retains sole discretion to determine which services it requires based on the consumer’s needs, placement status, work already completed, and responsibilities assigned to others.

No commission is earned merely because Consultant worked on a case, a consumer signed paperwork, a facility accepted a consumer, a deposit was paid, or a room was reserved.

A Consultant commission is earned only if: (a) the case is properly attributed to Consultant; (b) the consumer physically moves into the applicable facility or the RASCC client otherwise becomes obligated to pay RASCC under its written agreement; and (c) RASCC actually receives and is entitled to retain the corresponding placement/referral commission.

If RASCC receives only part of its fee, Consultant is paid the applicable tier percentage only on the amount actually received and retained. Refunds, credits, reversals, or lost fees reduce the Consultant’s commission proportionately, and RASCC may offset a documented overpayment to the extent permitted by law.

For each client or facility-owner installment, Consultant’s corresponding commission payment is due five (5) calendar days after that client installment’s contractual due date, provided RASCC has actually received and cleared the corresponding client payment and is entitled to retain it.

RASCC is never required to advance Consultant compensation from its own funds. If the client pays late, the corresponding payment becomes due within five (5) calendar days after RASCC actually receives and clears that late payment. If the client never pays, the corresponding Consultant commission is not payable.

Consultant’s authority ends with the specific placement-support work assigned by RASCC. Consultant shall not use the RASCC relationship to supervise, investigate, monitor, audit, direct, or interfere with a facility, its owner, employees, operations, residents, finances, or business affairs.

Without prior written RASCC authorization, Consultant shall not question or investigate payroll, staffing, discipline, employee files, bank records, accounting records, owner compensation, invoices, vendor pricing, tax information, purchasing, inventory, or other internal financial or operational information; direct facility staff; make unannounced or recurring post-placement visits; negotiate or alter amounts owed to RASCC; make promises about admission, discharge, care outcomes, benefits, reimbursement, licensing, or compliance; or accept direct fees, gratuities, referral payments, rebates, or gifts tied to a referral.

A concern directly affecting the suitability or safety of the referred consumer should be promptly reported to RASCC. Consultant may not expand that concern into an independent investigation unless RASCC separately authorizes that work in writing.

After move-in, Consultant’s placement role is complete unless RASCC assigns additional work in writing. Any visit made in Consultant’s RASCC capacity must be prearranged and approved by RASCC and the facility, with any consent required from the resident or authorized representative.

Nothing limits a resident’s independent legal right to receive personal visitors; this section limits Consultant from using the RASCC role as a basis for continuing access, monitoring, or involvement.

Consultant shall keep RASCC reasonably informed of material case communications and provide enough written documentation to verify work performed, referral attribution, and commission tier.

Consultant shall not withhold material case information, instruct a resident, family, or facility to bypass RASCC, or operate a separate pipeline using RASCC-originated leads, contacts, facilities, or confidential information.

RASCC retains sole authority over its client contracts, facility-partner relationships, referral-fee arrangements, invoices, collections, refunds, discounts, payment plans, marketing relationships, and internal business decisions.

Consultant may receive sensitive information about residents, families, facilities, referral sources, pricing, contracts, and RASCC business practices.

Consultant shall use such information only for authorized RASCC work, disclose it only on a legitimate need-to-know basis, safeguard it from unauthorized access, and return or securely destroy it upon request or termination.

Consultant shall comply with applicable privacy laws, authorizations, and facility policies.

Consultant shall not use RASCC information to build an independent client list, market unrelated services, solicit RASCC clients or residents for personal business, or transfer a RASCC-originated opportunity to another placement agency, consultant, broker, or business.

During this Agreement and for twenty-four (24) months after the last RASCC-originated referral or introduction involving the applicable relationship, Consultant shall not use a RASCC introduction, lead, confidential relationship, facility connection, resident/family relationship, or opportunity to bypass RASCC or divert compensation that otherwise would be payable to RASCC.

For each proven separate act of circumvention, Consultant agrees that RASCC may seek Seven Thousand Five Hundred Dollars ($7,500) in agreed liquidated damages to the extent enforceable under applicable law.

This does not prevent appropriate injunctive or equitable relief and does not permit duplicative recovery for the same injury.

Consultant shall work only within her qualifications and applicable law. This Agreement does not authorize Consultant to diagnose, provide medical advice, override a physician or licensed professional, make a final facility admission decision, or provide legal or licensing advice on behalf of RASCC.

Consultant shall not make false or misleading statements and shall accurately communicate known material information needed for a facility to evaluate a prospective resident.

Either party may terminate this Agreement on ten (10) days’ written notice. RASCC may terminate immediately for material breach, including repeated boundary violations, unauthorized representations, interference with a facility, unapproved visits, confidentiality or privacy violations, circumvention, collection of money, material misrepresentation, or conduct that creates material risk for a consumer, RASCC, or a facility.

Termination does not eliminate a commission already earned for an eligible pre-termination case. No new service category may be added after termination unless RASCC approved the work in writing before termination.

RASCC may apply lawful offsets for documented refunds, chargebacks, overpayments, or damages.

To the extent permitted by law, Consultant shall indemnify and hold RASCC harmless from third-party claims, losses, penalties, costs, or reasonable attorney fees arising from Consultant’s unauthorized representations, unlawful disclosure or misuse of information, intentional misconduct, fraud, circumvention, unauthorized collection of money, or conduct outside the authorized scope of this Agreement, except to the extent caused by RASCC’s own negligence or wrongful conduct.

The parties will first attempt in good faith to resolve disputes through written notice and a reasonable opportunity to discuss the matter.

California law governs this Agreement. Unless the parties later agree otherwise in writing, any court action shall be filed in a court of competent jurisdiction in San Bernardino County, California.

The prevailing party may recover reasonable attorney fees and costs to the extent permitted by law.

The parties are independent contractors. This Agreement does not create employment, partnership, joint venture, franchise, fiduciary relationship, ownership, or authority for either Party to bind the other.

RASCC does not guarantee any minimum number of referrals, clients, billable hours, service duration, or revenue.

This Agreement is the entire agreement concerning Consultant’s RASCC placement-support services and supersedes prior agreements on the same subject as of the Effective Date.

Amendments must be in writing and signed by both parties. Consultant may not assign or subcontract duties or commission rights without RASCC’s written consent.

If any provision is unenforceable, the remainder remains effective. Electronic signatures and counterparts are permitted.

By signing, Consultant confirms that she has read and understands this Agreement, including the service-based commission tiers, the five-day payment timing rule, the requirement that RASCC first receive and retain the client payment, and the strict limits on Consultant’s authority, facility access, operational involvement, direct dealings, and use of RASCC relationships.