SERVICE TRANSPORTATION AGREEMENT

Transcription

1 SERVICE TRANSPORTATION AGREEMENT This Provider Service Agreement ( Agreement ) is made this day of 20 ( Effective Date ), by and between First Transit, Inc. ( First ), a corporation duly licensed and operating in accordance with the laws of the State, and ( Provider ) organized and licensed to conduct business within the State. WHEREAS, First provides transportation brokerage services to eligible Participants ("Participants'') for non-emergency medical transportation services in the State of Illinois under C l i e n t C ontract (the "Client Contract") to certain public agencies and/or private organizations ( Client"); and WHEREAS, First wishes to enter into Agreements with qualified transportation companies for the provision of high-quality transportation services; and WHEREAS, Provider provides, among other things, non-emergency transportation services and wishes to enter into this Agreement for the provision of services under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: GENERAL TERMS AND CONDITIONS 1. Definitions. For purposes of this Agreement and all Exhibits, the following terms have the meanings as defined below: a) Ambulance Trip Service Level shall mean non-emergency ambulance transportation of a patient whose medical condition requires transfer by stretcher and medical supervision. The patient s condition may also require medical equipment or the administration of drugs or oxygen, etc., during the transportation. b) "Agreement" shall mean this Transportation Agreement, including all exhibits, addenda and attachments, and First s Provider Manual, all of which are incorporated herein by reference. Provisions of this Agreement shall prevail in the event of any conflict between this Agreement and any provision of the Provider Manual. c) "Client" shall mean the party or entity with whom First has a Client Contract. Although the singular form is used "Client" shall be understood as plural in the event that First may be under agreement with more than one party or entity in the State in which Provider operates. ` d) "Client Contract" shall mean the agreement between F i r s t and any other party or entity pursuant to which First provides non-emergency transportation related services for eligible Participants. Although the singular form is used "Client Contract" shall be understood as plural in the event that F i r s t is under Page 1 of 38

2 agreement with more than one party or entity in the State or states in which Provider operates. e) Common Carrier Transportation Level shall mean Transportation by common carrier, e.g., bus, train or commercial airplane. f) "Curb-to-curb" shall mean transportation service whereby the Participant meets and boards the vehicle at the curb of the pick-up address and disembarks at the curb of the drop-off address. g) "Door-to-door" shall mean transportation service whereby the driver parks the vehicle and meets the Participant at the threshold of the primary entrance of the pick-up address; assists the Participant to and into the vehicle, and delivers the Participant to the threshold of the primary entrance of the drop-off address. h) "Shared Ride Trip" shall mean any trip that has the same pick-up address and time as a trip for another Participant and whose drop-off address and time are near enough that the two trips could reasonably share the same vehicle. "Shared Ride Trip" shall also mean any trip that has the same drop-off address and time as a trip for another Participant and whose pick-up address and time are near enough that the two trips could reasonably share the same vehicle. i) Subscription Ride shall mean rides scheduled for a Participant within the same month. j) "Trip ID" shall mean a unique confirmation number p r o v i d e d by First for each trip reservation for each date of service. k) Medicar Service Level shall mean Transportation of a patient whose medical condition requires the use of a hydraulic or electric lift or ramp, wheelchair lockdowns, or transportation by stretcher when the patient s condition does notrequire medical supervision, medical equipment, the administration of drugs of the administration of oxygen, etc. l) "Multi-load shall mean a situation in which more than one Participant is transported in a vehicle at the same time to the same or different drop-off addresses. m) "Participant" shall mean any individual covered under the terms of Client. Contract and on whose behalf First arranges transportation services. n) Provider Manual shall mean the most current version of the First Transit s Provider Manual for Illinois NEMT Providers as published on First Transit s Provider portal o) "Reroute" shall mean a trip reservation that is refused by Provider and that is sent back to First to be directed to a different transportation provider. Page 2 of 38

3 p) Taxicab Service Level mean Transportation by passenger vehicle of a patient whose medical condition does not require a specialized mode. q) Transportation Services shall mean transportation consistent with the requirements of the Illinois Department of Healthcare and Family Services in Chapter T-200, Handbook for Providers of Transportation (hereinafter Illinois Handbook for Providers of Transportation. ) r) Service Car Service Level shall mean Transportation by passenger vehicle of a patient whose medical condition does not required a specialized mode. s) Private Automobile Service Level shall mean Transportation by passenger vehicle of a patient whose medical condition does not require a specialized mode. t) "Will call" shall mean a pick-up time that is not available at the time of reservation and that will be set based upon the time of a telephone call from the Participant to the Provider (or First) when he or she is ready to be picked-up after a medical appointment. 2. Certification. a. The Provider acknowledges that the claims, data or information it submits to First may be used, directly or indirectly, for the purpose of obtaining payments from federal or state governments under Federal Health Care Programs, and payments that First and/or Provider receives may be, in whole or in part, from Federal funds. b. The Provider acknowledges that the Illinois False Claims Act, 740 ILCS 175, applies to any claim (as defined by740 ILCS 175/3) that is made by (or caused by) the Provider and that pertains to this Agreement or to the project for which the Agreement work is being performed. The Provider certifies that no claim described in the previous sentence is or will be a false claim (as defined by 40 ILCS 175) or an act prohibited by 40 ILCS 175. Provider further acknowledges that in addition to the remedies under this Agreement, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Illinois False Claims Act, the liabilities and penalties provided by the Illinois False Claims Act may be enforced against the Provider. See also Attachment E. c. Without limiting the generality of the foregoing, by signature on this Agreement, the Provider hereby certifies that: i. Provider is fully licensed and/or certified as may be required by federal, state or county laws, rule or regulations. ii. Under penalty of perjury the undersigned is authorized to act on behalf of Provider and that Provider is, to the best of the undersigned s knowledge, not in violation of any Illinois Tax Laws; iii. Provider and Provider s employees and agents are 1. Not listed as an excluded persons on the U.S. Department of Health and Human Services, Officer of Inspector General (OIG) s List of Page 3 of 38

4 Excluded Individuals and Entities (LEIE) currently available on the website ; 2. Not listed on the non-procurement portion of the General Service Administration s List of Parties Excluded from Federal procurement or Nonprocurement Programs currently found at: 3. Not listed on the Illinois Department of Healthcare and Family Services Public Aid (HFS) Office of Inspector General (OIG) List of Terminated/Suspended Providers and Barred Individuals; 4. Not listed on list titled Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: and 5. Provider will ensure that the screening contained in Section 2(a) of this Agreement will be done pre-employment and every month thereafter. Provider shall document compliance with this section and keep and maintain such documentation for either ten (10) years after the termination of this Agreement or the completion of any audit, suit or inquiry into Provider relative to this Agreement, whichever comes later. iv. Provider is not subject to backup withholding because: 1. Provider is exempt from backup withholding; 2. Provider has not been notified by the IRS that Provider is subject to backup withholding as a result of a failure to report all interest or dividends; or 3. The IRS has notified Provider that Provider is no longer subject to backup withholding. v. Provider represents and warrants that all information furnished to First in connection with First s credentialing and review of Provider is true and correct. vi. Provider is not now and never has been excluded from participation in any state or federal health care program. d. Provider is required to provide its Federal Employer Identification Number (FEIN) or Social Security Number (SSN) as applicable to First and such information may then be shared with Clients. By Provider s signature on this Agreement, Provider hereby certifies that the FEIN or SSN provided is true and accurate. If this information changes, Provider is required to provide First with the new FEIN or SSN within ten (10) days. PROVIDER, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT PROVIDER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Page 4 of 38

5 3. Term and Termination. a. Term i. This Agreement shall be effective as of the Effective Date. Unless sooner terminated as provided in this Agreement, the term of this Agreement shall be one (1) year, commencing on the Effective Date. The parties may extend this Agreement upon mutual written consent. b. Termination for cause. i. In the event that Provider has breached this Agreement and such breach is of a nature that it cannot be cured, this Agreement may be terminated immediately by First. If the nature of the breach is curable, then this Agreement may be terminated if Provider fails to cure such breach within thirty (30) days of First providing written notice to Provider. ii. Either party may terminate this Agreement in the event that (i) the other party admits its inability to pay its debts, generally, as they become due or making a general assignment for the benefit of creditors; or (ii) the other party becomes bankrupt or insolvent; iii. First may also terminate this Agreement immediately and without notice upon the occurrence of any of the following: (i) the suspension, modification or revocation of Provider s license and/or certification; (ii) the cancellation or material change to Provider s liability insurance policy; (iii) Provider s failure to comply with this Agreement; (iv) Provider s or its employee s exclusion or restriction from participation in the Medicaid or Medicaid programs or any state health care program; (v) Provider s failure to complete Annual Compliance Attestation; or (vi) discovery of Provider s submittal of inaccurate or misleading information to First relative to this Agreement. iv. First may also terminate this Agreement immediately upon reasonable evidence that Provider has engaged in illegal, threatening or fraudulent activity, or other misconduct, including but not limited to, falsifying trip logs or billing invoices, paying or offering to pay kickbacks to a Participant(s), or engaging in threatening verbal or physical conduct toward a Participant(s) or First staff. 1. Provider acknowledges that First is prohibited from establishing or maintaining service agreements with a Provider who has committed fraud against a state or federal agency or has been suspended, terminated or barred from participation in the Medical Assistance Program. v. First may also terminate this Agreement effective immediately upon the request of any Client. Client may request termination of a Provider for a number of reasons including but not limited to: (i) Provider s vehicle arrives at residence after the appointment time; (ii) Provider s driver has an unacceptable driving record; or (iii) Client receives a complaint regarding Provider s service and/or employees. vi. In the event that First materially breaches this Agreement, Provider may terminate this Agreement if such breach is not cured within thirty (30) days after Provider provides written notice to First. Page 5 of 38

6 c. Termination without Cause. i. First may terminate this Agreement for any reason and without cause or penalty at any time upon sixty (60) days prior written notice to Provider. ii. Provider may terminate this Agreement for any reason and without cause or penalty at any time upon sixty (60) days prior written notice to First. 4. Assignment. Neither party shall assign this Agreement or delegate any obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld. 5. Scope of Services a. First may purchase at the rates specified in Attachment A, attached and incorporated by reference herein, and the Provider shall supply upon such request, services associated with non-emergency medical transportation services covered under the Client Contract. First is not obligated to purchase services or to purchase any minimum level of services under this Agreement. b. Services provided by Provider shall be delivered in accordance with applicable state and federal statutes and regulations pertaining to ambulatory, wheelchair, stretcher, private automobile, bus, train, escort services and First s policies and procedures. c. Provider agrees to make available to Participants those types and levels of transportation services for which it is licensed. d. Provider shall notify First more than twenty four (24) hours in advance of a trip s start time of its rejection of such trip. Provider acknowledges that failure to provide proper advance notice of rejection shall constitute final acceptance of, and responsibility for, the trip assignment. e. Minimum Trips. Provider agrees that this Agreement does not guarantee a minimum number of trips to be assigned from First, and that actual trip volume can vary. Provider also agrees that in the event that no trips are assigned from First that this Agreement will remain in force and that Provider will accept such occasional trips as may be assigned. If Provider is not regularly assigned trips and wishes to terminate this Agreement, then Provider must terminate this agreement by providing notice to First in accordance with section 3(c)(ii). 6. Rates and Payment a. Rates charged for services will not exceed the contractually authorized rates set forth in Attachment A. First shall not pay in excess of those rates for overtime, holidays, or for any other instances. From time to time, these rates may be modified by mutual written agreement of the parties. b. Provider shall not charge for Transportation provided in vehicles other than those owned or leased and operated by the Provider. Page 6 of 38

7 c. The parties will meet periodically, as needed, to review financial and operational status of the Transportation Program. d. Provider shall accept the amounts paid by First for Transportation Services furnished to Covered Persons as payment in full and in no event, including but not limited to nonpayment by First, First's insolvency, and/or breach of First's agree ment with the Provider, shall the Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from or have any recourse against a Participant, IL DHHS or other Client or any party other than First for Transportation Services provided to Participants in accordance with this Agreement. i. Provider acknowledges that imposing charges in excess of those permitted under the Client Contract is a violation of Section 1128B (d) of the Social Security Act and subjects Provider to criminal penalties. e. Provider must invoice First for all trips within 60 (sixty) days of performance. Trips not invoiced within sixty (60) days of performance may be denied on the basis of timeliness. f. First shall regularly monitor and audit claims submitted for payment by Provider. If First identifies any overpayment to Provider, it shall notify Provider in writing. Provider agrees that First may set off the amount of such overpayment against any unpaid Provider invoices. If there are no unpaid invoices, Provider shall pay First for such overpayment within thirty (30) days of the date notice is given of such overpayment. Provider must object in writing to First in the event it disagrees with any overpayment determination. If such objection is not made by Provider within ten (10) calendar days after receiving notice by First, Provider will be deemed to have agreed with First s determination of an overpayment and Provider shall be barred from asserting a claim to the contrary. Provider s objection to any asserted overpayment must be made in writing and detail the basis and extent of its objection and include any supporting documentation of Provider s position. g. Provider is responsible for notifying First in writing of any alleged underpayment, such notice must be made within ten (10) days of receiving a payment Provider believes to be an underpayment. Providers notice must be made in writing and detail the basis and extent of any alleged underpayment and must include supporting documentation of Provider s position. Failure to timely notify First will result in Provider s forfeiture of such additional payment. First shall investigate such claim and make a final determination as to proper payment. Page 7 of 38

8 7. Responsibilities of First a. First is required pass on to Provider performance obligations, vehicle/driver/attendant qualifications, billing restrictions, training specifications, contractual provisions, document and reporting requirements and provide oversight and auditing in order to meet the requirements of the Client Contract, local, state and federal laws, rules and regulations and meet the needs of Client and Participants. In addition to the provisions contained within this Agreement, many of those provision are set forth in Attachment E and the Provider Manual. b. First shall review Provider s application and credentialing information and make a determination regarding the acceptability of Provider into First s Provider Network. First will apply credentialing standards in a reasonable manner. In determining Provider s acceptability into the Network, First shall not discriminate against any provider who is acting within his/her licensure based solely on race, gender, age or sexual orientation. c. F i r s t will receive all transportation requests for Participants and verify Participant s eligibility prior to scheduling or submitting reservation requests to Provider. d. First shall schedule reservations and/or submit daily reservation requests to Provider via an agreed upon method, which may include fax, secured , or through First s web Portal, verify billing information, and perform such other administrative functions as F i r s t deems necessary to provide quality transportation to Participants on behalf of its Client. i. First shall schedule trips by transportation providers, which may include Provider, based upon an evaluation of several factors, including but not limited to: cost; appropriate transportation; appropriate equipment; any factors related to provider capabilities, provider availability, and provider past performance; and any other reasonable factors as determined by First. Rides shall be assigned to providers by First in First s sole discretion. First will assign rides to providers as it deems appropriate, in its discretion, to promote the goals of the Client Contract and the interest of the Participants. To this end, First reserves the right to discontinue assignments to or service from any provider and to reassign rides to other providers. e. First shall provide a Trip ID along with all other pertinent data for each schedule trip (whether it be a one way trip or a round trip), including Subscription Rides. Page 8 of 38

9 8. Responsibilities of Provider a. Provider shall fully complete First s Provider Application and provide credentialing information, provide First all associated documentation, and attest to the accuracy of the all information provided as part of the Application and Credentialing Process and throughout the life of this Agreement. Provider must immediately provide written updates to First in the event of changes to any material information or documentation submitted as part of Provider s Application and credentialing. b. Provider shall comply with the applicable city, county, state and federal requirements regarding the provision of Transportation Service called for under this Agreement, including but not limited to compliance, licensing, safety standards, certification and insurance for all personnel and vehicles. Provider warrants that it is fully licensed and/or certified as may required by the United State Federal Government and the State of Illinois and their respective agencies, including the Department of Transportation, to provide services under this Agreement. Provider must comply with the terms of its license and/or certification through the term of this Agreement. i. If at any time, Provider should lose such license and/or certification, it will immediately notify First in writing and shall not provide further services under this Agreement unless directed to do so in writing by First. If any time, Provider becomes aware of an event, situation or investigation that may impact its license and/or certification status, it must notify First in writing within three (3) business days. c. Unless specifically noted in writing by First on Exhibit A, Provider must be an enrolled provider as set forth in the Illinois T-200 Handbook for Providers of Transportation Services. i. Provider acknowledges that such enrollment is not transferable and a change of ownership or change in the FEIN number of SSN of an enrolled transportation provider will require a new application to be complete. If a new application is required, Provider shall notify immediately First in writing. Payments and claims provider under prior owner s information may result in recoupment or payments and other sanctions. ii. Provider must provide First a copy of its Provider Information Sheet upon request. Provider must immediately provide First with a copy of any updates to Provider s Provider Information Sheet. Page 9 of 38

10 d. Provider shall comply with all the terms of the Provider Manual, as updated and amended during Provider s term of service. e. Provider shall not provide any informational materials for the purpose of marketing or promoting the services provided under this Agreement without the prior and written approval of First. Providers use of names, images, symbols or logos associated with First or Client are strictly prohibited without the express written consent of First. Provider acknowledges that these materials must also receive prior written approval from Client and First may elect not to submit these materials to Client at its sole discretion. f. Providers are required to keep records of all services provided under this Agreement. Such records are key documents for audits and failure to keep such records may result in denial or recoupment of payment and/or, termination of this Agreement. g. Provider shall ensure that its drivers and attendants abide by applicable state or federal statutes and regulations.. h. Provider shall utilize only drivers and vehicles that are registered with First. i. Provider must provide First with a complete list of all vehicles to be used to provide Transportation Services under this Agreement as part of the application and credentialing process and which must be resubmitted upon request). Provider must update such list immediately if/when any vehicles are added or removed. See Provider Application and Provider Manual for additional information. ii. Provider must provide First with a complete list of all employees, including but not limited to owners, manager, dispatcher, drivers and/or attendants to be used to provide Transportation Services under this Agreement as part of the application and credentialing process, which must be resubmitted upon request. Provider must update such list immediately if/when any employees are added or removed. See Provider Application and Provider Manual for additional information. i. Provider shall provide proof that all registered vehicles meet all the minimum standards and requirements to perform services under this Agreement. j. Provider shall ensure each vehicles has a completed a safety inspection if applicable with state license and/or local licenses. k. Provider is responsible for the following costs: vehicle purchase, operation, maintenance, licensing, fuel, oil, tires, repairs, compensation to drivers and assistants, signs, insurance, permits, tolls, taxes, charges and penalties. l. Provider shall be responsible for the payment of all parking and traffic tickets and fines relating to the operation of Provider s vehicles. Provider agrees to indemnify and hold First, Client and Participants harmless from and against any and all claims for the payment of tickets and fines for which Provider is responsible under this Agreement or otherwise. Page 10 of 38

11 m. Providers are required to permit, authorized representatives of First or Clients, including but not limited to Illinois Department of Healthcare and Family Services (DHFS), the Illinois Secretary of State, the Illinois Department of Justice Medicaid Fraud Unit, Illinois Attorney General, Illinois Office of Inspector General, and the federal government to review the records of Provider to conduct inspections, audits or investigations in order to verify delivery or service and contract compliance or to resolve any disputed issues of fact. First or DHFS may audit Providers records to review financial status, performance or operation of the Transportation Program or quality of Non-Emergent Medical Transportation Services provided. n. Provider shall ensure the safety of the Participants that it transports. o. Provider shall establish and maintain both a telephone line and fax/ capabilities by w h i c h F i r s t to contact Provider. p. Provider shall receive trip reservations from First each day and confirm the receipt thereof in a form and time acceptable to First as outlined in the Provider Manual. For same day or urgent medical appointments, including hospital discharges, Provider shall accept reservations and job numbers from First by telephone as applicable. q. Provider shall transport Participants, adult escorts, transportation attendants, or personal assistants as applicable and in accordance with the specifications of the reservations provided by First and the terms of this Agreement and Provider Manual. r. Provider shall promptly inform First in writing if a Participant is assigned to an improper level of service (i.e., ambulatory patient assigned to a wheelchair trip, or wheelchair bound patient assigned to an ambulatory trip). s. Provider shall not deny any Participant Non-Emergent Medical Transportation Services on the basis of race, color, sex, sexual orientation, religion, national origin, creed, marital status, age, health status or the presence of any sensory, mental, or physical disability. t. Provider shall immediately report to First in writing any suspected fraud or abuse of Non-Emergent Medical Transportation Services or suspected fraudulent use of Transportation Services. u. Provider shall abide by all applicable laws and Illinois Administrative Rules ( IARs ) applicable to Provider s performance under this Agreement; v. Provider shall establish maintenance policies and procedures for preventative and routine maintenance for all vehicles, which shall incorporate at least the maintenance recommended by the vehicle manufacturer. 9. KEY PERFORMANCE INDICATORS AND LIQUIDATED DAMAGES Page 11 of 38

12 a. Pursuant to the Client Contract, Provider must comply with the Key Performance Indicators set forth in the Provider Manual. b. Failure to comply with a Key Performance Indicator or the material terms of this Agreement may result in Provider being asked to develop a Corrective Action Plan (CAP). Failure to submit a CAP satisfactory to First within the appropriate time frames and failure to make the necessary improvements may constitute a material breach of this Agreement. 10. ACCIDENT PROCEDURE a. Providers shall abide by the Accident Procedures standards set forth in the Provider Manual. b. Provider will establish procedures for drivers to deal with situations in which emergency care is needed for Participants that they have been assigned to transport. c. Provider shall maintain all investigation reports, corrective action plans, supporting documentation or accident related documentation for a minimum of either ten (10) years after the termination of this Agreement or the completion of any audit, suit or inquiry whichever is later. 11. PARTICIPANTS RIGHTS a. Participants are to be treated with respect, due consideration for his or her dignity and privacy, and the same as non-participants or other customers who receive services equivalent to Services consistent with the requirements of this Agreement and Managed Care Reform and Patients Right Act, 215 ILCS 134. b. Provider shall comply with, and require its staff to comply with, any applicable federal and state laws that pertain to Participant s rights, and shall take those rights into account when furnishing services to Participants. c. Provider shall ensure that each Participant is free to exercise his or her rights, and that the exercise of those rights does not adversely affect the way the Provider or its staff treat the Participant. Provider shall not discriminate in any way against Participants when those Participants exercise their rights under this Agreement or the Managed Care Reform and Patients Right Act, 215 ILCS CONFIDENTIALITY OF CLIENT INFORMATION. a. All information as to personal facts and circumstances obtained by the Provider on the Participant shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the Participant his or her guardian, or the responsible parent when the Participant is a minor child, or except as required by other terms of this Agreement. Provider shall treat every aspect of services under this Agreement as confidential, including the fact of eligibility and/or enrollment and any or all information pertaining to a Participant s physical or mental health status or condition. b. Provider acknowledges that all material and information provided under this Agreement, whether by Client or by First, or acquired by the Provider in the Page 12 of 38

13 performance of services, whether verbal, written, recorded magnetic media, cards or otherwise, shall be regarded as confidential information and all necessary steps shall be taken to safeguard the confidentiality of such material or information in conformance with federal and state statutes and regulations. Provider agrees that it is prohibited from releasing any and all information without the prior written consent of First. c. During the course of performance, the Provider may be given information relating to Participants who receive Service under this Agreement. The Provider shall safeguard and cause its employees, subcontractors and agents to safeguard, the use and disclosure of such information in accordance with applicable federal and state statutes and regulations concerning confidentiality and safeguarding information. Neither the Provider nor First shall disclose information regarding a Participant except for purposes directly connected with the care of the Participant or as required by a Court of Law. The obligation to safeguard Participantinformation includes an obligation to employ appropriate security in transmitting Participant information via fax, electronic means and cellular phone. d. Failure to safeguard Participant information could result in termination of this Agreement. e. HIPAA COMPLIANCE i. First is a Business Associate under the Client Contract and must comply with the Health Insurance Portability and Accountability Act and the federal regulations implementing the Act (collectively referred to as HIPAA). Provider acknowledges that it is also a Business Associate in the provision of Services under this Agreement and therefore must comply with applicable HIPAA and HITECH regulations as well as 215 ILCS 97 et seq. and the Business Associate requirements set forth in 45 CFR and ii. Provider shall be liable to First and Client and shall indemnify First and Client for any and all costs incurred by First or Client, including, but not limited to, costs of issuing any notices required by HIPAA, HITECH or any other applicable law, as a result of Provider s Breach of Unsecured Protected Health Information. iii. Provider will ensure that all information obtained regarding Participants in connection with this Agreement is held in strict confidence and is used only as required in the performance of Provider's obligations. (For further confidentiality requirements, see Attachment B - Business Associate Agreement.) 13. HEALTH, SAFETY AND WELFARE MONITORING a. Provider shall comply with the Department of Human Services Act (20 ILCS 1305/1-1 et seq.), the Abuse of Adults with Disabilities Intervention Act (20 ILCS 2435/1 et seq.), the Elder Abuse and Neglect Act (320 ILCS 20/1 et seq.), the Abused and Neglected Child Reporting Act (325 ILCS 5/1 et seq.) and any other similar or related applicable federal and state laws. 14. MEDIA DISCLOSURE Page 13 of 38

14 a. The Provider will not provide information to the media regarding a Participant without first consulting with and receiving written approval from First. The Provider will make immediate contact with First when media contact occurs. First will assist the Provider with an appropriate follow-up response for the media. 15. NONDISCRIMINATION a. The Provider must provide services to Participants without regard to race, color, religion, national origin, sex, age, marital status, sexual orientation or disability (as defined under the Americans with Disabilities Act). Contracted services must reasonably accommodate the cultural, language and other special needs of Participants including, but not limited to, limited English language proficiency. 16. FEDERAL WHISTLEBLOWER PROTECTION a. Contractor shall comply, and ensure the compliance by all employees, with 41 U.S.C. 4712, Pilot Program for Enhancement of Employee Whistleblower Protection. 17. VEHICLE STANDARDS a. Vehicles must adhere to the vehicle standards set forth in the Client Contract, Provider Manual and any applicable provisions of state or federal law. b. Vehicles must have proper permits and licenses to operate within the area to deliver services required by this Agreement. c. Provider shall ensure that every vehicle operating in connection with this Agreement is in first class operating condition, and meets the vehicle specifications in Client Contract and Provider Manual and shall be maintained in this condition throughout the life of this Contract. d. Vehicles must meet state, federal, local and manufacturer s safety and mechanical operating and maintenance standards for the vehicle. All vehicles and equipment must be maintained and operated in accordance with the manufacturers' state and federal safety and mechanical operating and maintenance standards. i. Any vehicle found noncompliant with the following inspection standards: I l l i n o i s licensing requirements, safety standards, I l l i n o i s Highway and Transportation Department, or ADA regulations, or other state or federal laws or regulations shall be immediately removed from service and shall pass a re-inspection before it may be used to provide transportation services for Participants under this Agreement. ii. Vehicles shall comply with the Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation as well as Federal Transit Administration (FTA) and Department of Transportation regulations, as and if applicable for the type of vehicle utilized by Provider. e. Provider shall utilize only its own leased or owned vehicles that are registered with First and shall not sublet, subcontract or arrange for transportation under this Agreement from any third party. Page 14 of 38

15 18. Provi der s Staff and Drivers a. Providers shall inform its staff, including its drivers, of their job duties and responsibilities, and shall provide training for all equipment related to their job duties and vehicles. b. Providers shall ensure its workforce understanding of service expectations set forth in this Agreement and the Provider Manual. c. Provider s drivers will also undergo road testing with the type of vehicle the driver will be operating. d. Provider s selection of its drivers shall include: i. Verification that the driver has an appropriate and valid Illinois State driver's license, including a valid state chauffeur s license, if applicable. The license must be of the class of license, with any required endorsements, that permits the transportation providers driver to legally operate the vehicle for which they are hired to drive. Such license must be valid at the time of service. ii. Verification that driver has passed a criminal background check and drug check pursuant to the terms set forth in the Client Contract and Provider Manual, however, that if any of the terms in the Client Contract or Provider Manual are inconsistent with and applicable federal and state laws, rules and regulations they shall be amended to conform to such statutes and rules. iii. Verification that driver has passed all the exclusion/debarment screenings set forth in Section 2(iii) above. a. Provider shall ensure that all drivers and attendants are properly licensed, qualified, and fit for duty to provide services at the time services are provided. This includes but is not limited to: i. Drivers and attendants are strictly prohibited from using alcohol, narcotics, illegal drugs while performing services; ii. Drivers and attendants are strictly prohibited from using over the counter or prescription drugs that would impair their ability to perform while on duty; b. If at any time a Provider, its drivers or staff fails to meet any of the criteria within this Agreement or required by law, rule or regulation to provide Transportation Services, Provider will immediately notify First in writing and provide an explanation regarding such failure. Such driver shall not be assigned to any services to First or its Clients without written permission by First. c. Drivers and attendants shall abide by the services terms and conditions set forth in this Agreement, the Client Contract, and the Provider Manual. 19. SAFETY REQUIREMENTS AND STANDARDS Page 15 of 38

16 a. Provider shall implement policies and procedures that, at a minimum, address the following safety elements and requirements: i. Safety policies and responsibilities; ii. Vehicle and equipment standards and procurement criteria; iii. Operational standards and procedures; iv. Vehicle driver and employee selection; v. Driving requirements; vi. Vehicle driver and employee training; vii. Vehicle maintenance, including but not limited to preventative and routine maintenance of vehicles; viii. Hazard identification and resolution ix. Equipment for transporting wheelchairs; x. First Aid and CPR; and xi. Drug and alcohol testing for safety sensitive job positions, including preemployment, randomization, post-accident and reasonable suspicion; and xii. Safety data acquisition and analysis; b. Provider shall establish criteria and procedures for selection, qualification and training of all drivers and staff. The criteria shall include, at a minimum, the following: i. Driver and attendant qualifications and criminal background checks with minimum hiring standards; ii. Verification and documentation of valid driver Illinois licenses for all employees who drive vehicles; and iii. Verification that driver and any member of Provider s staff providing service under this Agreement, including management and administrative services, passes the screening set forth in Section 2(a) of this Agreement. Such procedures shall include both pre-employment verification as well as ongoing monthly verification during the time such employee provides services under this Agreement. c. Provider shall provide training and testing to demonstrate and ensure adequate skills and capabilities to safely operate each type of vehicle or vehicle combination before driving unsupervised; d. Provider shall provide written operational and safety procedures to all vehicle drivers before the drivers are allowed to drive unsupervised. These procedures and instructions shall address, at a minimum, the following: i. Communication and handling of unsafe conditions, security threats and emergencies; ii. Familiarization and operation of safety and emergency equipment, wheelchair lift equipment, and restraining devices; and e. Provider shall maintain the following records for either ten (10) years after the termination of this Agreement or the completion of any audit, suit or inquiry into Provider relative to this Agreement, whichever comes later. Page 16 of 38

17 i. Records of vehicle employee s background checks, screenings and qualifications; ii. Detailed descriptions of training administered and completed by each employee; iii. A record or each vehicle driver s duty status, which shall include total days worked, on-duty hours, driving hours and time or reporting on- and offduty each day; and iv. Any documents required to be prepared by this Agreement. f. If Provider employs twenty-five (25) or more employees and the Agreement is worth more than $50000 Contractor certifies that it will provide a drug free workplace pursuant to the Drug Free Workplace Act (30 ILCS 580). 20. OPERATIONAL AND DRIVING REQUIREMENTS a. Provider shall abide by all applicable regulations regarding wage and hour requirements and hours on the job restrictions for drivers and staff. b. Provider shall not permit or require any driver to drive when his or her ability is impaired, or likely to be impaired, by fatigue, illness, or other causes, as to make it unsafe for the driver to begin or continue driving. c. Provider shall require pre-operational or daily inspection of all vehicles and reporting of all defects and deficiencies likely to affect safe operation or cause mechanical malfunctions. d. Provider shall maintain a log detailing a daily inspection or test of the parts and devices of the vehicle to ascertain that they are in safe condition and in good working order. e. Provider shall review daily inspection reports and document corrective actions taken as a result of any deficiencies identified by any inspections. f. Provider shall retain records of all inspections and any corrective action documentation either ten (10) years after the termination of this Agreement or the completion of any audit, suit or inquiry into Provider relative to this Agreement, whichever comes later 21. INSURANCE a. Provider shall obtain and maintain insurance, including but not limited to automobile liability insurance and general commercial liability insurance, as is necessary to provide coverage for losses and liabilities arising out of the acts Page 17 of 38

18 and/or omissions of Providers (or their respective employees and/or agents) in the performance of, or injuries sustained during the provision of, Transportation Services to Covered Persons as contemplated in this Agreement, throughout the term of the subcontract with First Transit, and for so long as Provider is providing Transportation Services in accordance with this Agreement. b. Insurance coverage shall be in amounts that are in keeping with industry standards, applicable laws, rules and regulations and are acceptable to First Transit and Client, the minimum amounts of which shall be not less than: i. Auto Insurance 1. For each vehicle with capacity of more than 10 seats: $1,000, combined single limit coverage per occurrence; 2. For each vehicle with a capacity of up to 10 seats: $350,000 combined single limit coverage per occurrence; and ii. General Liability of not less than $100, iii. Worker s Compensation of at least the state minimum. c. Insurance coverage shall list First and Client as additional insureds, and shall be evidenced by certificates of insurance issued by one or more insurance companies licensed to do business in Illinois, containing a thirty (30) day notice of cancellation endorsement. d. Provider shall forward copies of such certificates of insurance to First prior to commencement of Transportation Services, biannually therafter (March 1 st and September 1), and shall issue to First and Client, at any time upon request, copies of any applicable certificates of insurance, renewal, surcharge, cancellation notice, and/or verification of coverage. e. Provider shall provide First with at least fifteen (15) days advance written notice in the event of cancellation, restriction or non-renewal of any insurance coverage required herein. 22. INDEMNIFICATION a. Providers agrees to indemnify and hold harmless (and, at First s request, defend) First, Client and their respective officers, employees and agents from and against any and all claims, loss, damages, liability, costs, expenses (including reasonable attorney s fee), judgments, or obligations (collectively, Claims ), alleged to have been caused by or arising from or in connection with Provider s services or negligence, acts or omissions or willful misconduct, including those of its officials, officers, or employees and/or in the provision of Transportation Services as provided in this Agreement. 23. COMPLIANCE PROGRAM AND ACTIVTIES a. Provider understands that the First has adopted a Corporate Compliance Program and is committed to complying with all applicable laws, rules and regulations. Accordingly, Provider shall comply with all laws, rules and regulations concerning the Services or items furnished to First under this Agreement. In addition, Provider shall cooperate fully with any review or investigation conducted by First s Compliance Officer or Client s Chief Compliance Officer, or designee(s), and shall bring to the attention of the First s Compliance Officer, or Page 18 of 38

19 designee(s), any alleged improper practices Provider may discover in association with this Agreement so that the First may take appropriate action. b. The Contractor shall observe and comply with all applicable accreditation standards as well as the laws, ordinances, regulations and codes of the federal, state, County and other local government agencies and provisions of the Client Contract which may in any manner affect the performance of the Contract including, but not limited to, those County Ordinances set forth in the Certifications attached hereto and incorporated herein. Assurance of compliance with this requirement by the Contractor's employees, agents or Subcontractors shall be the responsibility of the Contractor. c. Provider shall comply with all requirements and standards specified in First s Code of Ethics. First s Code of Ethics shall be distributed to Provider who is responsible for dissemination to all employees of Provider, or any independent contractors and Subcontractors carrying out responsibilities under this Agreement, within thirty (30) days of the effective date of this Agreement, within thirty (30) days of when an individual begins employment and/or a contract with the Provider, and on an annual basis. d. Corporate Compliance Training. Provider shall ensure that all employees, independent contractors and Subcontractors complete Fraud, Waste, and Abuse (FWA) Training produced by Centers for Medicare and Medicaid Services (CMS) titled Medicare Parts C&D Fraud, Waste, and Abuse Training and General Compliance Training (published February 2012 or current version) and the Nonemergency Medical Training produced by CMS titled Non Emergency Medical Transportation (published September 2015 or current version) andthe trainings listed in the Provider Manual. Provider must maintain documentation to demonstrate it has met requirements related to distribution of appropriate policies and training sessions. Training must be completed within thirty (30) days of when an individual begins employment with the Provider, and refreshed annually. Provider shall provide training materials and completion reports promptly upon request. First reserves the right to require additional training to be completed by the Provider in order to comply with federal and state laws, rules, regulations and ordinances and provisions in the Client Contract. First reserves the right to require Provider to use training materials supplied by First or Client. e. Compliance Monitoring and Auditing Functions. In order to meet the requirements of the Client Contract and federal and state regulations, First shall oversee Provider s performance of activities under this Agreement. Oversight activity may include, but is not limited to, a review of periodic written reports provided by Provider, meetings with appropriate Provider representatives and desk reviews and/or on-site audits and assessments of Provider. Provider shall fully cooperate, participate and comply with First during such monitoring, auditing and oversight activities. All audits or assessments will be performed in a manner consistent with the requirements of all applicable laws and the Client Contract. Where requested, Provider shall promptly provide First with relevant and material results of its own auditing activities in the form mutually agreed by the Parties. 24. DEBARMENT AND SUSPENSION CERTIFICATION a. As used in this paragraph c, the term "Principal" shall have the meaning set forth in 45 C.F.R and shall include an officer, director; owner, partner, principal Page 19 of 38