PERSONAL/PROFESSIONAL SERVICE AGREEMENT

Transcription

1 PERSONAL/PROFESSIONAL SERVICE AGREEMENT THIS AGREEMENT made and entered into by and between the COUNTY OF HENNEPIN, STATE OF MINNESOTA, through the Hennepin County Human Services and Public Health Department, A-2300 Government Center, Minneapolis, Minnesota 55487, hereinafter referred to as the "DEPARTMENT," on behalf of the Metro Counties Consortium, hereinafter known as the COUNTY and Medical Transportation Management, Inc. (an S corporation duly organized under the laws of the State of Missouri), 16 Hawk Ridge Drive, Lake Saint Louis, Missouri 63367, hereinafter referred to as the "CONTRACTOR." W I T N E S S E T H : WHEREAS, the eight counties of the Metro Counties Consortium (MCC) (Anoka, Chisago, Dakota, Hennepin, Isanti, Ramsey, Sherburne, and Washington) have formalized the terms and conditions through which they will cooperatively manage and administer Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT) services by way of Cooperative Agreement A100969; and WHEREAS, the Governing Board of each Metropolitan County has declared its intent to be bound in accordance with the terms of the Cooperative Agreement; and WHEREAS, STATE funds are available for the purchase of Non-Emergency Medical Transportation (NEMT) services; and WHEREAS, Hennepin County has agreed to serve as fiscal agent for the eight counties making up the Metro Counties Consortium (MCC) and may contract, using budgeted funds, with the CONTRACTOR to coordinate and manage Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT) services; and WHEREAS, the COUNTY issued a Request for Proposals (RFP) on February 17, 2010 seeking qualified Responders to contract for the brokerage of Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT) for Medical Assistance and MinnesotaCare clients residing in the eight county metro area (Anoka, Chisago, Dakota, Hennepin, Isanti, Ramsey, Sherburne, and Washington); and WHEREAS, Medical Transportation Management, Inc.(MTM) has been selected as a qualified provider to provide brokerage services for Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT); and WHEREAS, COUNTY desires to contract for the brokerage of Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT) services for the clients of the eight county metro area; and NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the COUNTY and the CONTRACTOR agree as follows: 1. TERM AND COST OF THE AGREEMENT CONTRACTOR agrees to furnish services to the COUNTY commencing July 1, 2010 and terminating December 31, 2011, unless terminated earlier in accordance with the Default and Cancellation provisions of this Agreement. COUNTY shall have the option to renew this contract, subject to negotiations and agreement on rates, for additional terms of one (1) year each for up to four (4) years to be a total of no more than five and one-half (5 ½) years. 1

2 CONTRACTOR shall be paid at a per authorized trip leg rate of $5.54. Rate is based on 795,750 trip legs per year according to the Line Item Budget in Exhibit B. Exhibit B is attached and incorporated by this reference. CONTRACTOR shall be paid the $5.54 rate for each authorized trip leg even in the event that the total trip legs exceed the estimated number referenced herein; and regardless of whether CONTRACTOR underspends or overspends on an individual line item in the Budget, or on the overall Budget; or whether actual revenue exceeds or trails the estimated Budget revenues. In the event of MTM being paid by the Minnesota Department of Human Services (DHS) for Federal Financial Participation (FFP) the trip leg rate will be adjusted. 2. SERVICES TO BE PROVIDED a. Services to be purchased through this Agreement shall be for the provision of administrative non-emergency Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT) for Medical Assistance and MinnesotaCare clients residing in the eight county metro area. Services are more fully described in Exhibit A attached and incorporated by this reference. b. The COUNTY is committed to including participant input as a critical part of defining and managing administrative non-emergency Access Transportation Services. (1) CONTRACTOR S actual outcome achievement will be a factor to be considered in contract management decision by the COUNTY. (2) Management of services with respect to outcomes is a continuing process requiring ongoing refinement, and the COUNTY and CONTRACTOR agree to maintain a commitment to that process. 3. PAYMENT FOR SERVICES Payment for services shall be made directly to CONTRACTOR after completion of the services and upon receipt of Department of Human Services (DHS) service information report or in the event that DHS no longer provides the report, upon the presentation of a claim from CONTRACTOR as provided by law governing the COUNTY s payment of claims and/or invoices. Information provided to COUNTY by DHS or CONTRACTOR shall be submitted biweekly for services rendered in a format approved by the COUNTY. Payment shall be made within thirtyfive (35) days from receipt of the information report from DHS or if the information is no longer provided by DHS, the CONTRACTOR'S invoice. In the event of a Federal or State mandated rate change or other change initiated by the COUNTY, the COUNTY will send CONTRACTOR written confirmation of the new rate. CONTRACTOR agrees to abide by any conditions upon the use of increased funds that may be established by law or direction from the State of Minnesota, Department of Human Services or the COUNTY. Any interpretation pertaining to eligibility for a rate change as well as the exact amount of the rate change shall be subject to applicable law, rule, or regulation and shall be consistent with guidelines developed by the State of Minnesota and the COUNTY. In the event that the CONTRACTOR determines that a client is ineligible by a search of existing databases available to CONTRACTOR, the denial may be overridden by the specific advocates named by the responsible County of the MCC, based on the databases available to the COUNTY. After verification of denial of payment from the STATE, CONTRACTOR shall, pursuant to this Agreement, bill the responsible county for the transportation cost with 2

3 documentation of the COUNTY override. If reviews by the COUNTY of the CONTRACTOR s financial statements show that a rate is being paid which is higher than reasonable or necessary, the parties agree to amend this Agreement to establish an appropriate rate. The CONTRACTOR may submit requests to amend this Agreement to adjust the rate upward and the COUNTY agrees to consider such requests. If the COUNTY discovers through audit or other means that the CONTRACTOR has supplied incorrect information to the COUNTY which has caused a rate either to be established or continued which is higher than that reasonable and necessary for the services provided, the COUNTY may adjust total payments to the CONTRACTOR to an amount which is based on a rate which is reasonable as determined by the COUNTY. 4. PROFESSIONAL CREDENTIALS INTENTIONALLY OMITTED 5. INDEPENDENT CONTRACTOR CONTRACTOR shall select the means, method, and manner of performing the services. Nothing is intended or should be construed as creating or establishing the relationship of co-partners between the parties or as constituting CONTRACTOR as the agent, representative, or employee of the COUNTY for any purpose. CONTRACTOR is and shall remain an independent contractor for all services performed under this Agreement. CONTRACTOR shall secure at its own expense all personnel required in performing services under this Agreement. Any personnel of CONTRACTOR or other persons while engaged in the performance of any work or services required by CONTRACTOR will have no contractual relationship with the COUNTY and will not be considered employees of the COUNTY. The COUNTY shall not be responsible for any claims that arise out of employment or alleged employment under the Minnesota Economic Security Law or the Workers Compensation Act of the State of Minnesota on behalf of any personnel, including, without limitation, claims of discrimination against CONTRACTOR, its officers, agents, contractors, or employees. CONTRACTOR shall defend, indemnify, and hold harmless the COUNTY, its officials, officers, agents, volunteers, and employees from all such claims irrespective of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind from the COUNTY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers Compensation, Re-employment Compensation, disability, severance pay, and retirement benefits. 6. NON-DISCRIMINATION AND AFFIRMATIVE ACTION A. In accordance with the COUNTY s policies against discrimination, CONTRACTOR agrees that it shall not exclude any person from full employment rights nor prohibit participation in or the benefits of, any program, service or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin. No person who is protected by applicable Federal or State laws against discrimination shall be subjected to discrimination. B. In accordance with Hennepin County Board Resolution, if this Agreement is for a sum over $100,000 or is one of several current contracts with CONTRACTOR totaling more than $100,000 or is amended to exceed $100,000, then CONTRACTOR agrees to abide by the COUNTY s Non-discrimination and Affirmative Action requirements for COUNTY contractors including, but not limited to, the following: 1. Affirmative Action Plan. CONTRACTOR shall: 3

4 (i) develop an Affirmative Action Plan within thirty (30) days after contract execution and submit the Initial Workforce Reports (CC399), pursuant to B.2. below, to the Hennepin County Purchasing/Contract Services Division (P/CS); or (ii) submit evidence of a current approved Affirmative Action Plan (AAP) from another governmental jurisdiction, as approved by P/CS, and submit an Annual Workforce Report (CC400) (the Initial Workforce Report is not required), pursuant to B.2. below, to P/CS; or (iii) be granted an exemption for one of the following reasons: 1. Contract is for emergency or life safety related purchases; 2. CONTRACTOR has no facilities and has no more than one product/sales representative operating in Hennepin County; 3. CONTRACTOR had an average of thirty (30) or fewer full-time/benefitearning employees during the twelve (12) months preceding the submission of the bid, request for proposal or execution of contract; 4. Pursuant to Hennepin County Board policy, the County Administrator or designee granted an exemption. CONTRACTOR shall keep the AAP current and available for review by the COUNTY during the term of this Agreement and any extensions. CONTRACTOR agrees that COUNTY has the right to visit CONTRACTOR s site(s) for the purpose of determining compliance with these requirements. AAPs must include the following elements: 1. EEO Policy Statement; 2. Identification of a person responsible for EEO Coordination; 3. Harassment policy statement; 4. Initial Workforce Analysis (Form CC399); 5. Identification of the specific steps CONTRACTOR will take to achieve or maintain a diverse workforce and ensure non-discrimination; 6. List of recruitment sources; and 7. A plan for dissemination of CONTRACTOR s AAP and policy. 2. Workforce Reports. CONTRACTOR shall: (i) submit an Initial Workforce Analysis (Form 399) to P/CS within five (5) business days after contract execution. CONTRACTOR s Initial Workforce Analysis shall be based on the following criteria: 1. If CONTRACTOR is located within the local Standard Metropolitan Statistical Area (SMSA) and with more than thirty (30) full-time/benefit earning employees within the local SMSA, CONTRACTOR shall submit an Initial Workforce Analysis that reflects its local SMSA workforce. {Note: The local Standard Metropolitan Statistical Area (SMSA) is defined as the Counties of Anoka, Carver, Chisago, Dakota, Hennepin, Isanti, Ramsey, Scott, Sherburne, Washington, and Wright in Minnesota and Pierce and St. Croix in Wisconsin.} 2. If CONTRACTOR is located within the local SMSA and with thirty (30) or fewer full-time/benefit earning employees within the local SMSA, then CONTRACTOR shall submit an Initial Workforce Analysis that reflects its total workforce. 3. If CONTRACTOR is located outside the local SMSA and with more than thirty (30) full-time/benefit earning employees within the local SMSA, 4

5 then CONTRACTOR shall submit an Initial Workforce Analysis that reflects its local SMSA workforce. 4. If CONTRACTOR is located outside the local SMSA and with thirty (30) or fewer full-time/benefit earning employees within the local SMSA, then CONTRACTOR shall submit an Initial Workforce Analysis that reflects its total workforce; and (ii) if a P/CS review of CONTRACTOR s Initial Workforce Analysis determines there is under-representation of women and/or racial minorities based on local SMSA labor force availability data, CONTRACTOR shall identify measures to correct the deficiencies. If the deficiencies are not corrected to COUNTY s satisfaction, COUNTY may require CONTRACTOR to demonstrate that good faith efforts have been made to correct them or may exercise other remedies as provided herein. (iii) at the end of each calendar year, submit an Annual Workforce Report (CC400) to P/CS for review. C. If CONTRACTOR fails to demonstrate good faith efforts to correct any identified nondiscrimination and Affirmative Action deficiencies and/or fails to submit requested reports or information required by the COUNTY and/or has engaged in discriminatory practices, the COUNTY may consider this a violation of this Agreement and may exercise any remedies available to it in law or in equity, including, but not limited to, cancellation or termination of this Agreement. D. CONTRACTOR agrees to adhere to the COUNTY s AIDS Policy which provides that no employee, applicant, or client shall be subjected to testing, removed from normal and customary status, or deprived of any rights, privileges, or freedoms because of his or her AIDS status except for clearly stated specific and compelling medical and/or public health reasons. CONTRACTOR shall establish the necessary policies concerning AIDS to assure that COUNTY clients in contracted programs and CONTRACTOR s employees in COUNTY contracted programs are afforded the same treatment with regard to AIDS as persons directly employed or served by the COUNTY. 7. INDEMNIFICATION AND INSURANCE A. CONTRACTOR agrees to defend, indemnify, and hold harmless the COUNTY (including Anoka County, Chisago County, Dakota County, Hennepin County, Isanti County, Ramsey County, Sherburne County, and Washington County), its officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorney s fees, resulting directly or indirectly from any act or omission of CONTRACTOR, a subcontractor, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of CONTRACTOR to perform any obligation under this Agreement. B. In order to protect CONTRACTOR and those listed above under the indemnification provision, CONTRACTOR agrees at all times during the term of this Agreement, and beyond such term when so required, to have and keep in force the following insurance coverages: 5

6 Limits 1. Commercial General Liability on an occurrence basis with contractual liability coverage: General Aggregate $2,000,000 Products Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence Combined Bodily Injury and Property Damage $1,000, Commercial umbrella liability on an occurrence basis over commercial general liability and employers liability Each Incident $5,000,000 Aggregate $5,000, Auto liability combined single limit each occurrence for bodily injury or property damage covering owned, non-owned, and hired automobiles. $1,500, Workers Compensation and Employer s Liability: Workers Compensation If CONTRACTOR is based outside the State of Minnesota, coverage must apply to Minnesota law. Statutory Employer s Liability. Bodily injury by: Accident Each Accident $500,000 Disease Policy Limit $500,000 Disease Each Employee $500,000 C. The above establishes minimum insurance requirements. It is the sole responsibility of CONTRACTOR to determine the need for and to procure additional insurance which may be needed in connection with this Agreement. Upon written request, CONTRACTOR shall promptly submit copies of insurance policies to the COUNTY. CONTRACTOR shall not commence work until it has obtained required insurance and filed with the COUNTY, a properly executed Certificate of Insurance establishing compliance. The certificate(s) must name Hennepin County, Anoka County, Chisago County, Dakota County, Isanti County, Ramsey County, Sherburne County, and Washington County as the certificate holders and as additional insureds for the liability coverage(s) for all operations covered under the Agreement. The certificate must also show that the COUNTY will receive 30 day prior written notice in the event of cancellation, nonrenewal, or material change in any described policies. CONTRACTOR shall furnish to the COUNTY updated certificates during the term of this Agreement as insurance policies expire. If CONTRACTOR fails to furnish proof of insurance coverages, the COUNTY may withhold payments and/or pursue any other right or remedy allowed under the contract, law, equity, and/or statute. The COUNTY does not waive any rights or assume any obligations by not strictly enforcing the requirements set forth in this section. 6

7 D. Duty to Notify. CONTRACTOR shall promptly notify the COUNTY of any claim, action, cause of action or litigation brought against CONTRACTOR, its employees, officers, agents or subcontractors, which arises out of the services contained in this Agreement. CONTRACTOR shall also notify the COUNTY whenever CONTRACTOR has a reasonable basis for believing that CONTRACTOR and/or its employees, officers, agents or subcontractors, and/or the COUNTY, might become the subject of a claim, action, cause of action, criminal arrest, criminal charge or litigation arising out of and/or related to the services contained in this Agreement. Failure to provide the notices required by this section is a material violation of the terms and conditions of this Agreement. E. Insurance Requirement for Transportation Providers. Transportation Providers shall provide vehicular liability coverage in an amount not less than $300,000 Combined Single Limit (CSL) or the state minimum, whichever is greater, and Transportation Provider shall further obtain Commercial General Liability insurance in the amount of $300,000 with Broad Form coverage including contractual liabilities. Coverage for sexual abuse and molestation shall be provided either by CONTRACTOR or Transportation Provider. Transportation Provider shall obtain Workers Compensation coverage in the statutory amount for the state of Minnesota. 8. DATA PRACTICES CONTRACTOR, its officers, agents, owners, partners, employees, volunteers and subcontractors shall abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (MGDPA), the Health Insurance Portability and Accountability Act and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality. If CONTRACTOR creates, collects, receives, stores, uses, maintains or disseminates data because it performs functions of the COUNTY pursuant to this Agreement, then CONTRACTOR must comply with the requirements of the MGDPA as if it were a government entity, and may be held liable under the MGDPA for noncompliance. CONTRACTOR agrees to defend, indemnify and hold harmless the COUNTY, its officials, officers, agents, employees, and volunteers from any claims resulting from CONTRACTOR s officers, agents, owners, partners, employees, volunteers, assignees or subcontractors unlawful disclosure and/or use of such protected data, or other noncompliance with the requirements of this section. CONTRACTOR agrees to promptly notify the COUNTY if it becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA. The terms of this section shall survive the cancellation or termination of this Agreement. 9. RECORDS AVAILABILITY/ACCESS Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, CONTRACTOR agrees that the COUNTY, the State Auditor, the Legislative Auditor or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of CONTRACTOR and involve transactions relating to this Agreement. CONTRACTOR shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its termination or cancellation. Also, in accordance with Medicare requirements under Section 952 of the Omnibus Reconciliation Act of 1980 (PL ) as well as any final regulations relating thereto as may be promulgated by the Secretary of the U.S. Department of Health and Human Services (the Secretary ), and to the extent that the requirements are applicable to this Agreement, CONTRACTOR shall, while this Agreement is effective and until the expiration of four (4) years after furnishing of any services, make available, upon written request to the Secretary, or the Comptroller General of the United States (the Comptroller General ), or any of their authorized 7

8 representatives, a copy of this Agreement and books, documents and records of CONTRACTOR as are necessary to certify the nature and extent of the costs incurred by CONTRACTOR for the services furnished. If CONTRACTOR carries out any of the duties hereunder through a subcontractor, with a value or cost of $10,000 or more over a twelve (12) month period, CONTRACTOR shall require subcontractor to make available upon written request to the Secretary or Comptroller General any such books, documents and records. 10. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS A. CONTRACTOR binds itself, its partners, successors, assigns and legal representatives to the COUNTY for all covenants, agreements and obligations contained in the contract documents. B. CONTRACTOR shall not assign, transfer or pledge this Agreement and/or the services to be performed, whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of the COUNTY. A consent to assign shall be subject to such conditions and provisions as the COUNTY may deem necessary, accomplished by execution of a form prepared by the COUNTY and signed by CONTRACTOR, the assignee and the COUNTY. Permission to assign, however, shall under no circumstances relieve CONTRACTOR of its liabilities and obligations under the Agreement. C. CONTRACTOR shall not subcontract this Agreement and/or the services to be performed, whether in whole or in part, without the prior written consent of the COUNTY; provided, however, that the COUNTY consents to the CONTRACTOR subcontracting with transportation providers, as per Exhibit A, to provide the direct transportation services contemplated by this Agreement. Permission to subcontract, however, shall under no circumstances relieve CONTRACTOR of its liabilities and obligations under the Agreement. Further, CONTRACTOR shall be fully responsible for the acts, omissions, and failure of its subcontractors in the performance of the specified contractual services, and of person(s) directly or indirectly employed by subcontractors. Contracts between CONTRACTOR and each subcontractor shall require that the subcontractor s services be performed in accordance with the terms and conditions specified. CONTRACTOR shall make contracts between CONTRACTOR and subcontractors available upon request. D. CONTRACTOR shall notify the COUNTY in writing if another person/entity acquires, directly or indirectly, more than 50 percent of the voting power of the shares entitled to vote for directors of CONTRACTOR. Notice shall be given within ten (10) days of such acquisition and shall specify the name and business address of the acquiring person/entity. The COUNTY reserves the right to require the acquiring person/entity to promptly become a signatory to this Agreement by amendment or other document so as to help assure the full performance of this Agreement. 11. MERGER AND MODIFICATION A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. 8

9 B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. 12. DEFAULT AND CANCELLATION A. If CONTRACTOR fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement, it shall be in default. Unless CONTRACTOR s default is excused by the COUNTY, the COUNTY may upon written notice immediately cancel this Agreement in its entirety. Additionally, failure to comply with the terms of this Agreement shall be just cause for the COUNTY to delay payment until CONTRACTOR s compliance. In the event of a decision to withhold payment, the COUNTY shall furnish prior written notice to CONTRACTOR. B. Upon cancellation or termination of this Agreement: 1. At the discretion of the COUNTY and as specified in writing by the Contract Administrator, CONTRACTOR shall deliver to the Contract Administrator copies of all writings so specified by the COUNTY and prepared by CONTRACTOR in accordance with this Agreement. The term writings is defined as: Handwriting, typewriting, printing, photocopying, photographing, facsimile transmitting, and every other means of recording, including electronic media, any form of communication or representation, including letters, works, pictures, drawings, sounds, or symbols, or combinations thereof. 2. The COUNTY shall have full ownership and control of all such writings. CONTRACTOR shall have the right to retain copies of the writings. However, it is agreed that CONTRACTOR without the prior written consent of the COUNTY shall not use these writings for any purpose or in any manner whatsoever; shall not assign, license, loan, sell, copyright, patent and/or transfer any or all of such writings; and shall not do anything which in the opinion of the COUNTY would affect the COUNTY s ownership and/or control of such writings. C. Notwithstanding any provision of this Agreement to the contrary, CONTRACTOR shall remain liable to the COUNTY for damages sustained by the COUNTY by virtue of any breach of this Agreement by CONTRACTOR. Upon notice to CONTRACTOR of the claimed breach and the amount of the claimed damage, the COUNTY may withhold any payments to CONTRACTOR for the purpose of set-off until such time as the exact amount of damages due the COUNTY from CONTRACTOR is determined. Following notice from the COUNTY of the claimed breach and damage, CONTRACTOR and the COUNTY shall attempt to resolve the dispute in good faith. D. The above remedies shall be in addition to any other right or remedy available to the COUNTY under this Agreement, law, statute, rule, and/or equity. E. The COUNTY s failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. F. This Agreement may be canceled with or without cause by either party upon sixty (60) day written notice. Notification shall be in writing, and shall be sent registered or certified mail. Notices to the COUNTY shall be sent to the County Administrator with a copy to 9

10 Cindy Towe, Senior Contract Services Analyst, or successor, at the address given in the opening paragraph of the Agreement. G. Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement include but are not limited to: SERVICES TO BE PROVIDED (as to ownership of property); INDEPENDENT CONTRACTOR; INDEMNIFICATION AND INSURANCE; DATA PRACTICES; RECORDS- AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION; PROMOTIONAL LITERATURE; and MINNESOTA LAW GOVERNS. 13. CONTRACT ADMINISTRATION In order to coordinate the services of CONTRACTOR with the activities of the Hennepin County Human Services and Public Health Department on behalf of the Metro Counties Consortium, so as to accomplish the purposes of this Agreement, Cindy Towe, Senior Contract Services Analyst or successor shall manage this Agreement on behalf of the COUNTY and serve as liaison between the COUNTY and CONTRACTOR. 14. COMPLIANCE AND NON-DEBARMENT CERTIFICATION A. CONTRACTOR shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in force or later enacted. B. If the source or partial source of funds for payment of services under this Agreement is federal, state or other grant monies, CONTRACTOR shall comply with all applicable conditions of the specific referenced or attached grant. C. CONTRACTOR certifies that it is not prohibited from doing business with either the federal government or the State of Minnesota as a result of debarment or suspension proceedings. D. CONTRACTOR certifies that their organization and their staff and their principals are not suspended or debarred, and therefore are not excluded from receiving government funds under Federal Office of Management and Budget Circular A-133 Compliance Supplement. CONTRACTOR agrees that it will immediately notify the COUNTY, in writing, if it, its organization, staff and/or principals are notified of suspension, debarment, or other proceedings that would affect their ability to receive funds from the State of Minnesota or the federal government. 15. SUBCONTRACTOR PAYMENT CONTRACTOR shall pay any subcontractor for clean claims within ten (10) days of CONTRACTOR s receipt of payment from the COUNTY for undisputed services provided by the subcontractor. A clean claim is a claim which has all of the documentation and data required in the trip log submitted to CONTRACTOR by the transportation providers as referenced in Exhibit A. CONTRACTOR shall pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $ or more is $ For an unpaid balance of less than $100.00, CONTRACTOR shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including any attorney s fees, incurred in bringing the action. 10

11 16. PAPER RECYCLING The COUNTY encourages CONTRACTOR to develop and implement an office paper and newsprint recycling program. 17. NOTICES Any notice or demand which must be given or made by a party under this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the COUNTY shall be sent to the County Administrator with a copy to Cindy Towe, Senior Contract Services Analyst, or successor, at the address given in the opening paragraph of the Agreement. Notice to CONTRACTOR shall be sent to the address stated in the opening paragraph of the Agreement or to the address stated in CONTRACTOR s Form W-9 provided to the COUNTY. 18. CONFLICT OF INTEREST CONTRACTOR affirms that to the best of CONTRACTOR s knowledge, CONTRACTOR s involvement in this Agreement does not result in a conflict of interest with any party or entity which may be affected by the terms of this Agreement. CONTRACTOR agrees that, should any conflict or potential conflict of interest become known to CONTRACTOR, CONTRACTOR will immediately notify the COUNTY of the conflict or potential conflict, specifying the part of this Agreement giving rise to the conflict or potential conflict, and will advise the COUNTY whether CONTRACTOR will or will not resign from the other engagement or representation. 19. PROMOTIONAL LITERATURE CONTRACTOR agrees that the terms Hennepin County, Metro Counties Consortium, MCC or any derivative shall not be utilized in any promotional literature, advertisements of any type or form or client lists without the express prior written consent of the COUNTY. 20. MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County of Hennepin, State of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 21. ADDITIONAL UNDERSTANDINGS A. The DEPARTMENT is a covered entity under the Federal Health Insurance Portability and Accountability Act (HIPAA), and as part of this Agreement the DEPARTMENT will disclose private health information to CONTRACTOR, Therefore, a Business Associate Agreement is required and attached as Exhibit C. Exhibit C is incorporated by this reference. B. CONTRACTOR, its officers, agents, owners, partners, employees, volunteers and subcontractors agree to abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, the Health Insurance Portability and Accountability Act and implementing regulations, if applicable, and all other applicable State and Federal laws, rules, regulations and orders relating to data privacy or confidentiality, and as any of the same may be amended. CONTRACTOR agrees to defend, indemnify and hold harmless the COUNTY, its officials, officers, agents, 11

12 employees, and volunteers from any claims resulting from CONTRACTOR s officers', agents', owners', partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of such protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. C. In accordance with Minnesota Statutes, Section 13.46, Subdivision 10 now in force or as hereafter enacted, CONTRACTOR shall appoint the responsible authority who shall allow the responsible authorities in the welfare system access to data classified as restricted when access is necessary for the administration and management of programs or as authorized or required by State or Federal law. CONTRACTOR shall notify the COUNTY of the name of the responsible authority which shall be maintained in COUNTY files and deemed to be part of this Agreement. D. CONTRACTOR agrees to maintain the following records: 1. Financial records through an accounting system which sufficiently and properly reflects all revenue received and all direct and indirect costs of any nature incurred in the performance of this Agreement as determined by the COUNTY. 2. Outcome, program and service delivery records, as required by the COUNTY and by the Minnesota Department of Human Services. Such records may include, but not be limited to: individual eligible recipient case files and program plans; demographic information; enrollment, attendance, and/or utilization information; and information about the type and amount of services provided, such as output and outcome information. Outcome records shall be consistent with the outcome measures contained in Exhibit A of this Agreement. 3. CONTRACTOR agrees to maintain all program and financial records for six (6) years for audit purposes. However, if the COUNTY furnishes written notice during this period requesting retention of records to allow completion of an audit by the COUNTY or its ultimate sources of funds, CONTRACTOR shall retain records for the period requested. E. CONTRACTOR agrees to submit the following reports: 1. Quarterly agency-wide and program-specific Line Item Revenue and Expense Statements must be submitted within thirty (30) days after the end of the reporting period, unless otherwise indicated in writing by the COUNTY. 2. Annual agency-wide Revenue and Expense Statement and a Balance Sheet must be submitted within ninety (90) days of the end of CONTRACTOR s accounting year. These annual reports must reflect the accrual of all accounts as of the end of the period. 3. Outcome, program, and service reports as required by the COUNTY or the State. Such reports may include, but are not limited to: Outcome information; enrollment, attendance, and/or utilization information; and demographic information. CONTRACTOR s actual outcome achievement will be a factor to be considered in contracting decisions by the COUNTY. 4. CONTRACTOR agrees to inform the COUNTY, in writing, of key staff, licensure, and Board of Directors membership changes within five (5) days after occurrence, or the sale of at least fifty percent (50%) of CONTRACTOR S assets to another entity. 12

13 5. The COUNTY may duplicate, use, and disclose in any manner consistent with applicable law, and have others do so, all data delivered under this Agreement. 6. CONTRACTOR is required annually to submit an Administrative Allocation Schedule. The schedule should illustrate how administrative and overhead expenses, not otherwise charged directly to programs, are allocated. It should include total pool of expenses by category and methodology; and delineate how much of the total each program is being allocated. 7. A copy of CONTRACTOR s annual independent audit, including information of all MA funds which CONTRACTOR has received from the STATE, prepared in accordance with Generally Accepted Auditing Standards (GAAS). The CONTRACTOR shall provide a copy of the annual audit to the COUNTY within 15 days of receipt by CONTRACTOR. If the CONTRACTOR is required to obtain an audit (including financial or Single Audit under OMB Circular A-133) by any other agency of organization, whether public or private, CONTRACTOR must also send a copy of each such audit report to the COUNTY. 8. Other Operational, Management and/or Ad Hoc Reports as required by COUNTY. 9. CONTRACTOR agrees that the COUNTY, the Minnesota Department of Human Services, and the U.S. Department of Health and Human Services, the State Auditor or Legislative Auditor, or any of their duly authorized representatives at any time during normal business hours, and as often as they may deem reasonably necessary, shall have access to and the right to audit, examine, copy, excerpt, and transcribe any program and fiscal books, documents, papers, records, etc., and accounting procedures and practices of CONTRACTOR which are relevant to this Agreement. Such access must be consistent with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, now in force or as hereafter enacted and with Minnesota Statutes Section 16C.05, Subdivision 5. Such materials shall be maintained and such access and rights shall be in force and effect during the period of this Agreement and for six (6) years after its termination or cancellation. 10. The Contract Analyst or other personnel of the COUNTY may conduct periodic site visits to determine compliance with this Agreement and evaluate the quality of services purchased under this Agreement. Such visits may be made with or without prior notice at any time within the hours of operation of CONTRACTOR. 11. The COUNTY reserves the right to evaluate, and to authorize independent evaluations of the Contracted Services. 12. The Minnesota call center will be located within Minnesota. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 13

14 14 Contract #A100838

15 COUNTY BOARD AUTHORIZATION Reviewed by the County Attorney s Office Date: COUNTY OF HENNEPIN STATE OF MINNESOTA By: Chair of Its County Board ATTEST: Deputy/Clerk of County Board Date: By: Date: Assistant/Deputy/County Administrator Department Director of CONTRACTOR CONTRACTOR warrants that the person who executed this Agreement is authorized to do so on behalf of CONTRACTOR as required by applicable articles, bylaws, resolutions or ordinances.* By: Printed Name: Printed Title: Date: *CONTRACTOR shall submit applicable documentation (articles, bylaws, resolutions or ordinances) that confirms the signatory s delegation of authority. This documentation shall be submitted at the time CONTRACTOR returns the Agreement to the COUNTY. Documentation is not required for a sole proprietorship. 15

16 Exhibit A EXHIBIT A SERVICE SUMMARY Medical Transportation Management, Inc. (MTM) Access Transportation Services (ATS) Non-Emergency Medical Transportation (NEMT) Summary: Medical Transportation Management, Inc. (MTM) will provide administrative services for Access Transportation Services (ATS) of Non-Emergency Medical Transportation (NEMT) and related services for covered recipients in the area of the Metro Counties Consortium (MCC) whose membership consists of Anoka, Chisago, Dakota, Hennepin, Isanti, Ramsey, Sherburne, and Washington. Neither the administration of Special Transportation Services (STS) nor the costs of the transportation are included in this Agreement. MTM will have sufficient staffing level to provide contracted services for coverage of the NEMT telephone call center as well as provide quality assurance that the transportation providers meet health and safety standards for vehicle maintenance, operation, and inspection. Target Population: Eligible clients must be enrolled in MA, PMAP, MinnesotaCare or any one of the MHCP programs. They must also reside in one of the eight (8) metropolitan counties, and request transportation to an enrolled Medicaid provider. Agency Status: MTM is a privately held S corporation organized under the laws of the State of Missouri. Service Site: The Minnesota call center is located at Energy Park Drive, St. Paul, MN. Calls taken after hours will be transferred to the call center located at corporate headquarters in Lake St. Louis, Missouri. In case of relocation within Minnesota, MTM will advise COUNTY of new location of Minnesota call center. Client Eligibility: Client eligibility is determined by computer verification downloaded daily from the Minnesota Department of Human Services. Funding Source: Administrative services will be funded by the eight (8) metropolitan counties according to the number of trip legs provided for clients. In the event of MTM being paid by the Minnesota Department of Human Services (DHS) for Federal Financial Participation (FFP) the trip leg rate will be adjusted. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK July

17 Exhibit A PERFORMANCE MEASUREMENT SUMMARY Medical Transportation Management, Inc. (MTM) Access Transportation Services (ATS) Non-Emergency Medical Transportation (NEMT) PROGRAM TARGET GROUP: Eligible clients must be enrolled in MA, PMAP, MinnesotaCare or any one of the MHCP programs. They must also reside in one of the eight (8) metropolitan counties, and request transportation to an enrolled Medicaid provider. PROGRAM GOAL AND OUTCOME: Brokerage of administrative services for Access Transportation Services (ATS) for Non-Emergency Medical Transportation (NEMT) OUTCOME INDICATORS 1. Compliance with HIPAA disclosure requirements. 2. Calls answered within 30 seconds. 3. Number of calls abandoned reduced. 4. Complaint rates decrease. METHOD OF DATA COLLECTION 1. Reports and customer survey 2. Reports and customer survey 3. Reports and customer surveys 4. Reports and customer surveys PERFORMANCE TARGETS % compliance 2. 95% of all calls between the hours of 8:00 a.m. and 6:00 p.m. will be answered within 30 seconds. 3. Call abandonment rate of less than 5% monthly. 4. Complaint rate of 3% or less per month. COMMENTS: N/A July

18 Exhibit A EXHIBIT A SERVICE DETAIL Access Transportation Services (ATS) Non-Emergency Medical Transportation (NEMT) 3.2 Statement of work Market and Inform stakeholders MTM has developed materials to educate various stakeholder groups, including MCHP clients, subcontracted transportation providers, county workers, healthcare facility staff, and community organizations. In-person training sessions are also provided. MTM will cooperate with the MCC to incorporate any desired changes in the current education and outreach materials. Any notices that are to be mailed, and the associated date of the mailing, shall be agreed upon by both the MCC and MTM. Brochures define MTM s role in the process. The brochure explains how to schedule trips, calling in advance to cancel trips, avoiding no-shows, and being ready on time for the transportation provider s arrival. Client brochures and similar materials are available in other formats, including multiple languages, audio and large print for the visually impaired Establish and Maintain Call Center MTM s customer service center is staffed to manage a large number of call requests. Based on Calendar Year 2009 data, the call center handled at least 305,851 requests. The customer service center will receive requests from clients, caseworkers, financial workers, or service providers from 8:00 a.m. 6:00 p.m. CST, Monday Friday, with the exception of national holidays. Toll-free numbers are provided for callers to request transportation services, check the status of a trip, and register complaints. Trip requests can also be received from medical facility staff by fax, , or through MTM s trip scheduling web portal. MTM addresses the needs of clients with communication and language needs. The Customer Service Representatives (CSR) have multilingual capabilities and if needed, use the Language Line a certified interpreter service. TDD/TTY is available for hearing impaired callers. All incoming telephone inquiries regarding non-emergency transportation services are processed in a timely, responsive, and courteous manner. Telephone staff answering the phones, treat the caller with dignity and respect the caller s rights to privacy and confidentiality. The staff uses a script for introductions and has computers to set up the transportation that will meet the client s needs. Staff is cross-trained to allow the best possible redundancy for backup support, overflow, and peak times. MTM has an operational manual detailing the processes and procedures used in scheduling transportation. In cases where urgent care is needed, MTM makes every effort to arrange ATS transportation as soon as possible. After hours, calls roll-over to the corporate headquarters which is open 24 hours a day, 7 days per week (24/7), 365 days a year. MTM works with transportation providers who also supply 24/7 services and can accommodate last minute requests. MTM s focus is to ensure that Minnesota calls are answered in Minnesota, by Minnesota staff. Any emergency calls will be referred to 911 or to a local emergency ambulance service. At the time of request for service, the CSR advises the client that: July

19 Exhibit A The client, under penalty of law, shall provided accurate and complete information to determine the need for NEMT services; The client must provide documentation of MA and MinnesotaCare eligibility at the time of transport; When requested, the client must provide, as a condition for receiving service and being determined eligible for the service, information related to the need for service; and Only transportation to or from a covered service is allowed. Using the call center s telephone system, MTM s staffing will be able to fulfill the following standards of promptness and quality: 95% of calls will be answered within 30 seconds between the hours of 8:00 a.m. 6:00 p.m. A call pick-up system that places calls in a queue. No busy signals. Aggregate wait times of less than one minute. Call abandonment rate shall be no more than five percent on an average monthly basis. Capability to monitor important call taking criteria. MTM uses Cisco CallManager, an automatic call distribution (ACD) system with sufficient capacity to handle more than the expected call volume. The system allows MTM to capture and monitor the following: Average daily phone calls abandoned Incoming From queue length of time until call abandoned Percentage of calls answered within one (1) minute. Average time in queue. Average call length. Number of calls received and number of calls answered. Average number of phone calls received per day. Average wait time. Number of calls placed on hold and the average length of time on hold. Number of outgoing calls. The ACD logs shall be maintained daily, tallied and sent to the COUNTY on a weekly basis in the COUNTY s specified reporting format. MTM will also maintain daily logs that include the following: Number of telephone calls received Number of trips assigned Number of transportation requests denied and reasons for the denials Number of complaints and description of complaint Number of inquiries and information only calls and A copy of this log in electronic format shall be submitted to the COUNTY upon request. Upon termination of the contract with the COUNTY, MTM will cooperate in transferring the toll free local telephone number to the COUNTY or its representative Eligibility for services MTM completes eligibility screening procedures for every request for service. The screening procedures ensure that only eligible clients are served and the request for service is valid. MTM gets daily eligibility files from DHS. Several systems are used to determine a client s eligibility. If the client is not eligible the CSR will recommend calling the client s caseworker to get the eligibility status updated. The determination for eligibility is in accordance with STATE transportation policy as set forth in the Minnesota July

20 Exhibit A Health Care Programs (MHCP) Provider Manual at and through STATE policy updates. Other important requirements in the transportation determination include: Verification that the client is enrolled in MA and MinnesotaCare on the date of service via electronic or telephone access to the Eligibility Verification System (EVS) or MNI-ITS. The CSR shall also check for PMAP enrollment status and whether the service requested is covered in PMAP Clients enrolled in the PMAP plan are only eligible for mileage reimbursement and ancillary services; Confirmation that client s county of residence is within the eight county metro area; Confirm that the transportation is to and/or from an MA covered service; Verify that the client has no other transportation available; Before authorizing a pharmacy only trip for an eligible client, the CSR will explore all other available lower cost options such as free delivery of prescriptions, mailing prescriptions or having friends/families pick-up prescriptions; When determining the most appropriate mode of transportation, the CSR must consider the client s current level of mobility and functional independence; MTM will coordinate with the COUNTY on verification of medical appointments from the medical provider as necessary; Verification that the client does not reside in a skilled nursing facility, including clients who were not previously a resident of a skilled nursing facility. An assessment remains in effect unless: 1) there is a significant change in the client s health status warrants another assessment; 2) the assessment was made for a time-limited period to accommodate a time-limited condition; or 3) because the assessment should be repeated per the Social Security Administration guidelines for frequency of review. Eligible clients must be enrolled in MA, PMAP, MinnesotaCare or any one of the MHCP programs on the date of service. The client must also reside in one of the eight (8) metropolitan counties and request transportation to an enrolled Medicaid provider. MTM will select the lowest-cost, most appropriate mode of transportation when arranging NEMT services for Minnesota Medicaid clients. During the phone call the CSR will determine if the client has any special needs that would influence the type of transportation required. First mode of choice is public transit and mileage reimbursement. Second mode of choice is ambulatory transportation (curb-to-curb, then door-todoor). The third option is for wheelchair transportation (curb-to-curb, then door-to-door). If the client needs a greater level of care they will be directed on how to arrange Special Transportation Services (STS). Administrative costs for STS are not included in this Agreement. MTM has all available fixed public bus routes in the NET Management System. Public transit transportation is arranged if the client lives within ¾ mile of a stop and if the public transportation brings the client within ¾ of a mile to the medical appointment. Other modes of transportation include mileage reimbursement, various transport vehicles available through the transportation providers and if required, direction on how to arrange for STS services. Reasons for not using the lowest cost transportation provider shall be documented in the client s record. MTM ensures that necessary related transportation services such as attendants and parking are provided to eligible clients. Authorization includes determination of the mileage for the trip and assignment of the transportation provider. The transportation provider is then notified of the trip. The transportation provider can accept or turnback the transport. MTM calculates the percentage of trip turnbacks for the transportation providers. Providers with excessive turnback ratios are counseled to ensure system fairness. July