NEMT SERVICE TRANSPORTATION AGREEMENT This NEMT Service Transportation Agreement

71 Pages·2017·0.88 MB·English

by  Kirk, Tina

NEMT SERVICE TRANSPORTATION
AGREEMENT

This NEMT Service Transportation Agreement (“Agreement”) is made this ___ day of
2017(“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 transportation services in the State of Oregon under Client
Contract (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) "Agreement" shall mean this NEMT Service Transportation Agreement, including all
exhibits, addenda and attachments, 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.

b) "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.

c) "Client Contract" shall mean the agreement between First and any other party or
entity pursuant to which First provides non-emergency transportation management
services for covered Participants. Although the singular form is used "Client Contract"
shall be understood as plural in the event that First is under agreement with
more than one party or entity in the State or states in which Provider operates.

d) "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.

f) "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

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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.

g) "Group Trip" shall mean any trip that has the same pick-up address and time and
same drop-off address and time as a trip for another Participant.

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.

ii) "Job number" shall mean a unique confirmation number provided by First for
each trip reservation for each date of service.

j) "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.

k) "Participant" shall mean any individual covered under the terms of Client
Contract and on whose behalf First arranges transportation services.

l) "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.

m) "Drug screen" shall mean a urine based drug test that screens for the use of at least
the following: Marijuana, Cocaine, Opiate, Phencyclidine, and Amphetamines.

n) "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. The Provider acknowledges that the Federal False Claims Act (31 U.S. Code § 3719 et
seq. “FCA”) and Oregon False Claims Act, ORS 180.750 to 180.785, apply to any “claim” (as defined
by FCA and/or ORS 180.750) 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
FCA and/or ORS 180.750) or an act prohibited by FCA and/or ORS 180.755. 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 FCA or
Oregon False Claims Act, the Federal authorities and/or Oregon Attorney General may enforce the
liabilities and penalties provided by the FCA and/or Oregon False Claims Act against the Provider.
a. Without limiting the generality of the foregoing, by signature on this Agreement, the
Provider hereby certifies that:

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(1) Provider is fully licensed and/or certified as may be required by the applicable federal,
state county laws, rule and/or regulations.
i. 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 Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means
a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS
chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance
program under ORS 310.630 to 310.706 and local taxes administered by the
Department of Revenue under ORS 305.620;
ii. Provider and Provider’s employees and agents are not included on the 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:
http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf;
iii. Provider is 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:
https://www.sam.gov/portal/public/SAM/;
iv. Provider and Provider’s employees and agents are not excluded persons on Office
of Foreign Assets Control (OFAC) List of Specially Designated Nationals (SDN) and
Blocked Persons, currently found at http://exclusions.oig.hhs.gov/ ;
v. Provider and Provider’s employees and agents are not excluded persons on the
U.S. Department of Health and Human Services, Officer of Inspector General
(OIG)’s List of Excluded Individuals and Entities (LEIE) currently available on the
website http://exclusions.oig.hhs.gov/ or the System for Award Management’s
Excluded Parties List System available on the website
https://www.sam.gov/portal/SAM/ .
1. Provider will ensure this these checks will be done pre-employment and
every month thereafter. Provider shall document compliance with this
section and keep and maintain such documentation for either 10 years or
the completion of any audit, suit or inquiry into Provider relative to this
Agreement, whichever comes later.
vi. 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.
vii. Provider is an independent contractor as defined in ORS 670.600;
viii. Provider represents and warrants that all information furnished to First in
connection with First’s background check of Provider is true and correct.
ix. Provider is not now and never has been excluded from participation in any state or
federal health care program;
b. Provider is required to provide their 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 10 days.

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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.

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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
two (2) years, 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 makes 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 admitting its
inability to pay its debts, generally, as they become due or making a general
assignment for the benefit of creditors; (iv) Provider become bankrupt or
insolvent; (v) Provider’s failure to comply with First’s policies or procedures; (vi)
Provider’s failure to comply with this Agreement, including but not limited to
response to auditing or documentation review requests; (vii) Provider’s or its
employee’s exclusion or restriction from participation in the Medicaid or
Medicare programs or any state health care program; (viii) Provider’s failure to
complete an Annual Compliance Attestation; or (ix) discovery of Provider’s
submittal of inaccurate or misleading information to First relative to this
Agreement or any transportation services.
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. Provider also acknowledges that First may terminate this
Agreement immediately if so directed by Client.
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. Provider acknowledges that First may be
required by the Client Contract to terminate a service agreement
with a Provider that habitually provides substandard performance,
as determined by the Client, or with a Provider that has failed to

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take satisfactory corrective action within a reasonable time period
from the date of notice of the unacceptable performance.
v. 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.
vi. 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.
vii. 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.

c. Termination without Cause.
i. First may immediately terminate this Agreement for any reason and without
cause or penalty upon written notice to Provider.
ii. Provider may terminate this Agreement for any reason and without cause or
penalty at any time upon thirty (30) 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 order on behalf of its Clients and 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 order or purchase services or to purchase any minimum level of services
under this Agreement.
b. Services provided by Provider shall be provided in accordance with the Medical
Assistance Program Non-emergency Medical Transportation provider
requirements included in Provider Manual, incorporated by reference herein.
c. 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, including but not limited to the Provider Manual.

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d. Provider agrees to make available to Participants those types and levels of
transportation services for which it is licensed.
e. Provider shall timely notify First its rejection of any trip. Provider shall notify
First more than 24 hours in advance of a trip’s start time of its rejection of such
trip. Provider acknowledges that failure to provide such notice shall constitute
final acceptance of, and responsibility for, the trip assignment.
i. Additional timeliness standards are set forth the in the Provider Manual.
Provider acknowledges that failure to provide timely advance notice of
rejection shall constitute final acceptance of, and responsibility for, the trip
assignment.
f. 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. Rate changes may be
agreed upon by the parties and will be processed via the iOBBS rate changes
procedures.

b. 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
agreement 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, OHA 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 in
Attachment A is a violation of Section 1128B (d) of the Social Security Act and
subjects Provider to criminal penalties.

c. Unless specifically provided in Attachment A, Provider shall invoice First and/or
its Clients using the iOBSS system. Provider expressly waives any right to collect
on trip submitted more than thirty (30) days of after the performance.

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d. The parties acknowledge and agree that Provider’s unsatisfactory performance
or inadequate documentation of performance may result in denial of payment.

e. 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.

f. 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. Provider’s 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.

g. Parties agree that First may suspend payments in the event of Provider’s non-
compliance with terms of this Agreement or the Provider Manual, including but
not limited to failure to timely and fully respond to document, audit or
compliance confirmation requests, failure to submit to inspections, failure of
cooperation, failure to submit credentialing or credentialing information, failure
to satisfactorily address service issues or failure to implement remedial actions
identified in an accepted Corrective Action Plan.

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

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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 provisions
are set forth in 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. First will receive all transportation requests for Participants and verify
Participant’s eligibility prior to scheduling or submitting reservation requests to
Provider.
d. First shall assign trips to 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 schedule reservations, submit daily reservation requests via iOBBS to
Provider verify billing information, and perform such other administrative functions
as First deems necessary to provide quality transportation to Participants on
behalf of its Client.
f. First shall provide a trip number along with all other pertinent data for each schedule
trip (whether it be a one way trip or a round trip), including Subscription Rides.

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 licensing, certification and insurance for all personnel and
vehicles. Provider warrants that it is fully licensed and/or certified as may required

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by the United State Federal Government and the State of Oregon and their
respective agencies, including the Department of Transportation, to provider
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.Provider shall comply with all the terms of the Provider Manual, as updated and
amended during Provider’s term of service.
d. 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
e. 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.
f. Provider shall ensure that its drivers and attendants abide by applicable state or
federal statutes and regulations.
g. Provider shall submit documentary proof that all drivers and attendants
have acceptable MVR, Criminal Background Checks, and drugs screen
records as set forth in the "Driver and Attendant Qualifications" section
of this Agreement and/or the Provider Manual.
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 staff, 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

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