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Calm Waters

Provider Referral & Placement Terms — Business Draft

Based on the downloadable Housing Provider Referral Partnership Packet. Review and complete the packet with Calm Waters before executing a provider agreement. Optional remedies and any different fee terms require written agreement.

1. Parties and Purpose

This Housing Provider Referral & Placement Agreement (the “Agreement”) is entered into by Calm Waters Independent Living (“Calm Waters”) and the housing provider identified on the signature page (“Provider”). Calm Waters assists adults seeking independent housing by identifying potential housing options and connecting housing seekers with housing providers. Provider operates housing that may be appropriate for such referrals. The Parties wish to establish a non-exclusive referral relationship.

2. Independent Provider Decision-Making

Provider retains sole authority and responsibility for deciding whether to communicate with a referred person, request documents, conduct lawful screening, approve or decline an applicant, determine lawful charges, offer a room/bed/unit, and enter into its own housing agreement. Calm Waters does not make admission decisions on Provider’s behalf.

3. No Guaranteed Placement

Neither Party may represent that a bed, room, unit, or placement is guaranteed until the actual provider has confirmed availability, eligibility, pricing, payment terms, required documentation, and acceptance. A referral, application, tour, approval, or planned move-in alone is not a guaranteed placement.

4. Provider Information

Provider will give Calm Waters reasonably accurate and current information regarding housing type, service area, current openings, room options, prices, deposits/fees, accepted payment sources, basic eligibility, move-in requirements, accessibility/furnishings, and referral contact information. Provider will notify Calm Waters of material changes that may affect active referrals.

5. Referral Information and Privacy

Calm Waters may provide minimum-necessary housing information reasonably needed for matching and placement, including name/contact information, desired move-in date, location, room preference, budget/payment source, and relevant housing-related accessibility or accommodation information. Provider will use referral information only for legitimate housing referral, screening, placement, and related administrative purposes.

6. Standard Placement Fee

Provider is not charged merely because Calm Waters contacts Provider, sends a potential referral, provides referral information, or introduces an individual who does not move into Provider’s housing. The standard $300 placement fee becomes earned only upon a Successful Placement as defined below.

7. Successful Placement

A “Successful Placement” occurs when: (1) Calm Waters first referred or introduced the prospective resident to Provider; (2) Provider approved the resident; (3) Provider and resident completed required move-in arrangements; (4) the resident physically moved into Provider’s housing; and (5) Provider confirms the move-in to Calm Waters.

8. Referral Attribution and Duplicate Protection

If Provider had a documented active relationship with the individual before Calm Waters’ referral, Provider will notify Calm Waters within 3 business days of receiving the referral and provide reasonable documentation. If the prior active relationship is verified, no Calm Waters placement fee applies to that referral.

9. Payment

After confirmation of a Successful Placement, Calm Waters may issue an invoice for the applicable placement fee. Unless otherwise agreed in writing, the amount due is $300 per Successful Placement, payable within 10 calendar days of invoice. Provider will promptly confirm the actual move-in date.

10. Early Departure Protection

If a referred resident permanently leaves within 7 calendar days of initial move-in, the parties may agree in writing to a credit toward the next successful placement, a refund, or another remedy. The remedy must be selected in the signed agreement; no automatic refund or credit is promised by this application. This protection does not apply where the early departure results from Provider’s material misrepresentation, undisclosed material charges or terms, unlawful discrimination, unsafe conditions attributable to Provider, or another material Provider breach.

11. Housing Seeker Charges

Unless separately disclosed and lawfully authorized, Provider shall not pass the Calm Waters provider referral fee directly to the referred housing seeker as an undisclosed referral charge. Calm Waters referral/navigation assistance remains free to the housing seeker and referring organization.

12. Provider Responsibilities

Provider will provide accurate housing information; disclose required housing charges before move-in; maintain housing in accordance with applicable law; conduct its own lawful screening; protect confidential information; avoid discriminatory practices; promptly report successful move-ins; and avoid falsely representing Calm Waters or the relationship between the Parties.

13. Calm Waters Responsibilities

Calm Waters will make referrals in good faith based on available information, avoid guaranteeing acceptance or availability, limit referral information to what is reasonably necessary, identify Calm Waters-originated referrals when practical, and maintain reasonable referral/placement documentation. Calm Waters does not warrant that information supplied by applicants or third parties is complete or accurate.

14. Fair Housing and Nondiscrimination

Each Party is independently responsible for compliance with applicable federal, Michigan, and local fair-housing and nondiscrimination requirements. Nothing in this Agreement authorizes either Party to screen, rank, exclude, or treat a person differently based on a legally protected characteristic.

15. Healthcare and Government-Program Referrals

The Parties intend this Agreement to concern housing placement and housing-navigation services, not payment for referrals of federally reimbursable healthcare items or services. Before applying this compensation arrangement in circumstances involving Medicare, Medicaid, TRICARE, CHAMPVA, or another federal healthcare program, the Parties will obtain appropriate legal review. No Party is required to make, direct, reward, or influence a healthcare referral as a condition of this Agreement.

16. Resident Choice and Provider Neutrality

Payment of a referral fee does not guarantee Provider preferred placement, exclusive referrals, increased ranking, priority over other providers, or any minimum referral volume. Calm Waters may identify multiple potential housing options based on legitimate housing considerations such as availability, affordability, eligibility, location, accessibility, and resident preference.

17. No Exclusivity

This Agreement is non-exclusive. Calm Waters may refer housing seekers to other providers, and Provider may obtain prospective residents from other sources.

18. Independent Businesses

The Parties are independent businesses. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, franchise, fiduciary relationship, or authority for either Party to bind the other.

19. Complaints and Safety Concerns

Calm Waters may temporarily pause new referrals to Provider while reviewing a credible concern involving resident safety, property conditions, discrimination, undisclosed or inaccurate charges, material housing misrepresentation, privacy, fraud, or other conduct reasonably affecting referral suitability. A referral pause does not itself establish wrongdoing.

20. Records and Verification

Each Party should maintain reasonable records sufficient to verify referral date, the referred individual, Provider response, acceptance/decline, move-in date, whether a fee became due, invoice/payment history, and material disputes. Calm Waters may conduct reasonable placement follow-up to verify outcomes.

21. Confidentiality

Each Party will safeguard nonpublic personal information received through the referral process and limit access to people with a legitimate operational need. Neither Party may sell identifiable resident or applicant information.

22. Term and Termination

This Agreement begins on the effective date written below and continues until terminated. Either Party may terminate upon 10 days’ written notice. Calm Waters may immediately suspend new referrals where continuation could create an immediate safety, privacy, legal, fraud, discrimination, or reputational risk. Termination does not eliminate properly earned fees that arose before termination.

23. Disputes

The Parties will first attempt to resolve disputes through good-faith written communication. Referral-attribution disputes should be supported by reasonable documentation showing when each Party first communicated with the prospective resident. Unresolved disputes may proceed through remedies available under applicable law.

24. Governing Law

This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles. Venue for legal proceedings will be determined under applicable Michigan law unless the Parties agree otherwise in writing.

25. Amendments and Entire Agreement

Material amendments, including changes to referral fees, must be made in writing and accepted by both Parties. This Agreement constitutes the Parties’ complete agreement concerning the referral arrangement described here and supersedes prior oral or written discussions on those terms.

Download the complete packet and signature pages