PERSONAL/PROFESSIONAL SERVICE AGREEMENT

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

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

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

(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

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

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 $1,000,000 2. Commercial umbrella liability on an occurrence basis over commercial general liability and employers liability Each Incident $5,000,000 Aggregate $5,000,000 3. Auto liability combined single limit each occurrence for bodily injury or property damage covering owned, non-owned, and hired automobiles. $1,500,000 4. 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

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 96-499) 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

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

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

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 $100.00 or more is $10.00. 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

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

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

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 Contract #A100838

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

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 2010 1

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 1. 100% 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 2010 2

Exhibit A EXHIBIT A SERVICE DETAIL Access Transportation Services (ATS) Non-Emergency Medical Transportation (NEMT) 3.2 Statement of work 3.2.1. 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. 3.2.2. 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, email, 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 2010 3

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. 3.2.3. 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 2010 4

Exhibit A Health Care Programs (MHCP) Provider Manual at www.dhs.state.mn.us/provider/types/82.htm 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 2010 5

Exhibit A 3.2.4 Authorization of trips over 30 miles A trip where the mileage from the pick-up point in the eight metro counties to a drop-off location is greater than 30 miles requires special authorization. MTM will contact specific advocates in the county of residence to authorize these trips. 3.2.5 Pickup and Delivery Standards Adherence Pick-up and delivery standards are critical components of MTM s Transportation Provider Guidelines. The transportation provider is monitored to ensure that: The average pick-up or delivery times do not exceed 15 minutes before or after the scheduled pick-up time; Under no circumstances shall the transportation providers cause a passenger to arrive more than 30 minutes prior to an appointment; or Clients do not wait longer than 30 minutes for a return trip unless preauthorized and requested by the client. Will-call trips are not held to the standards of scheduled trips. These trips may result in the availability of fewer resources. Exceptions due to unforeseen circumstances are documented in the system allowing for quick reference of the reason for the exception. MTM requires the transportation providers to notify MTM if a delay is going to occur. MTM requires all transportation providers to report all no-shows. The no-shows shall be marked in the client record. MTM must inform callers who have 2 or more no-shows that a 3 rd no-show may result in suspension of schedule transportation services Clients must sign a trip log maintained by the transportation provider. Transportation providers are required to report to MTM all clients that refuse a request to sign a trip log. MTM marks the client s record of the refusal. Clients will be informed that if they refuse to sign for the next trip they may be suspended. 3.2.6 Transportation network MTM maintains an established diverse network of transportation providers and public entities to deliver transportation services. The current contracted network in the metropolitan area contains over 1,000 vehicles, including Paralift Vehicles (wheelchair and scooter), Mini Vans, Multi-Passenger Medi-Vans, Sedan and Hybrids, ADA Buses, Sport Utility Vehicles, and Stretcher Vans. The network will ensure services are available during non-standard hours, including evenings, weekends, and holidays. MTM contracts with drivers that speak languages other than English. MTM subcontracts with each provider. The contracts contain MTM s Transportation Provider Guidelines, which include specific requirements of the MCC and a signed Service Agreement. Any negotiated rate with the transportation provider is fully disclosed in the Agreement. All transportation provider subcontracts are open to the COUNTY for inspection. All of MTM s subcontracts for the provision of transportation services specify the following minimum requirements: Responsibilities of MTM and the transportation provider Scope of services required from the transportation provider How the services, activities, and tasks to be performed by the transportation provider will be carried out Pick-up and delivery requirements Driver and vehicle requirements July 2010 6

Exhibit A Training and orientation for transportation providers, drivers, and attendants Procedures MTM employs to monitor the transportation providers and how non-compliance will be addressed by MTM Contract effective date and its duration, termination, and renewal options Reporting requirements of transportation providers and expectations regarding drivers logs Financial terms of the agreement including billing schedules and terms of payment for various transportation modes Provider grievance procedures Staff, vehicle, and equipment requirements and service standards necessary to carry out the range of services covered Confidentiality Agreement by the transportation provider to be bound by the mandatory terms and conditions 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, at all times during the contract period. MTM does not contract with providers who have been debarred, convicted, or sanctioned from the Medicaid program for fraud or abuse by the State or Federal government. MTM requires transportation provider drivers (excluding bus drivers) to maintain a daily log, containing at a minimum, the following information: Date Driver s name Driver s signature Driver attendant s full name Driver attendant s signature Vehicle Each client s name and the actual pick up time No-show indicator Actual drop off time for each client Actual number of wheelchairs, attendants, and children, per trip Mileage Signature of transportation provider Pick up address Drop off address Other pertinent information regarding completion of the trips. Transportation providers will be paid according to valid trip logs. The trip log documents the pertinent details of each trip leg and must be signed by the client. Upon receipt of the trip log, MTM will verify that the driver and vehicle are approved in MTM s system as well as verifying the client s signature. Payments are made to transportation providers within ten (10) days of receipt of a clean claim, on the date published on the annually-updated payment schedule. MTM will have contingency plans in place for unexpected peak transportation demands and back-up plans when notified that a vehicle is excessively late or is otherwise unavailable for service. MTM will inspect vehicles and review driver incident reports, background checks, and driver training records. All transportation providers will be regularly updated and educated through MTM s Network Management staff, regular newsletters, occasional faxes, and Provider Stakeholder Committee, July 2010 7

Exhibit A comprised of local transportation providers who function in an advisory capacity to MTM and a liaison capacity to their local colleagues. MTM will annually report on these activities to the MCC. MTM conducts ongoing network adequacy evaluations. By using comparative analysis of the number of clients to the number and type of transportation providers, MTM ensures the network maintains an adequate level of transportation providers by type, location, and hours of availability. If MTM or the COUNTY identifies insufficient transportation resources in a particular area, MTM shall develop and implement a provider recruitment strategy to develop sufficient resources to meet the transportation needs of the MA and MinnesotaCare clients in the geographical area covered. MTM monitors the transportation provider and sends reminders to the transportation providers to make sure all credentialing documentation remains current. The following credentialing and information must be provided and updated by the transportation providers: Business contact information Standard operating hours and holidays List of current drivers/escorts, including copies of licenses Driver and escort background checks Initial hire and random drug screening for drivers and escorts Copies of current Certificates of Insurance with expiration date noted Proof of training, including defensive driving Detailed vehicle information Competitive transportation rates or any discounts to state set rates Other additional information required by the client 3.2.7. Performance Monitoring and Quality Improvement MTM s Quality Management program includes tracking, trending, and analysis of transportation services. Adherence to MTM s Transportation Provider Guidelines, MCC policies and requirements, State, Federal, and Municipal Laws and regulations is required and carefully monitored. The provider compliance program includes quality, safety, vehicle approval, pick-up and drop-off times, credentialing and re-credentialing of drivers, no shows, cancellations, complaint rates, and more. Any complaints are investigated and resolved. Providers with compliance rates of less than 97% are reviewed by Quality Management and Network Management Departments. Transportation providers receive corrective action plans (CAP) and are monitored until the issues have been resolved. If issues are not resolved, actions can include temporary suspension from the network up to and including termination from the network. Monitoring activities shall include but are not limited to: On-street observations. Random audit of existing rides performed (minimum 10% of trip events). Accident/incident reporting. Statistical reporting of trip characteristics. Analysis of complaints, including the tracking and investigating of complaints and disposition of the cases as appropriate. Driver (and attendant) licensure, driving record, background checks, experience and appropriate driver training received. Client safety, assistance and courtesy. Completion of driver logs and inspection of manifests (trips, clients, miles transported, etc.). Vehicle inspections, insurance coverage, maintenance, emergency equipment and breakdowns. July 2010 8

Exhibit A Assurances that the vehicle inspected and the driver approved are the ones providing the service. Monitoring of on-time performance (i.e., client wait time criteria). Requests for verification of medical appointments will be sent to 100% of medical providers where MTM has a valid fax number. 100% of trip logs will be signed by the client for completed trip. Exit audits upon completion of a contract. Audits triggered by complaints, red flags. Identify and disqualify, where appropriate, drivers who have received speeding, careless driving or DWI citations. Adherence to MTM s Transportation Provider Guidelines, MCC policies and requirements, State, Federal and local laws and regulations is required and monitored. MTM reports to the COUNTY any evidence of monitoring deficiencies, corrective action taken, and improvements by the transportation provider. MTM conducts anonymous observations of services delivered. Transportation providers are not given notice of these observations. MTM also conducts annual office site location audits to review adherence to MTM standards. The COUNTY reserves the right to make quality assurance reviews on services provided under this contract. These reviews may be conducted in an anonymous manner and without advance notice. The COUNTY or its agent reserves the right to ride on the transportation provided under this contract to monitor service delivery. 3.2.8. Monitor and Address Fraud, Waste and Abuse of NEMT MTM transportation providers are educated and oriented on MTM s fraud and abuse prevention policies. The activities of the transportation providers are monitored on an ongoing basis to prevent fraud and abuse. Methods to prevent fraud and abuse include but are not limited to: Client signatures for 100% of completed trips with 10% random trip signature verification to verify whether a valid signature was provided; All trip logs will document the pick-up and drop-off times; Requiring a signed trip log be submitted for all mileage reimbursement claims from clients; MTM Compliance Auditor reviews reports that identify individuals with a frequent trip number pattern and verify trip completion, eligibility and whether the trip was for a covered service; and Calculate trip mileage to ensure that the appropriate mileage is being paid for a trip. 3.2.9. Operational Capacity. MTM has a Project Director located at the central business office location within the MCC service area. The office maintains business hours of 8:00 a.m. to 6:00 p.m. CST, Monday through Friday except state and national holidays. The business office has toll-free telephone access for clients, transportation providers and the MCC, to ensure access to the Program Director and key staff during normal business hours. MTM is in compliance with all applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA) including compliance with the standards for Electronic Data Interchange (EDI), including transactions, code sets and identifiers. All records pertaining to the contract for NEMT services for MCC will be housed in the central business office and will be readily available at the request of the MCC available to COUNTY staff. The CONTRACTOR shall maintain adequate and sufficient levels of staff including supervisory and support staff with appropriate training, work experience, and expertise to perform all contract requirements on an ongoing basis and to accommodate the workload. Telephone and administrative personnel shall be familiar with covered services and eligibility requirements under MA. The COUNTY shall be notified seven business days prior to any key staff changes. July 2010 9

Exhibit A 3.2.10. Operational Policy and Procedures Manual. MTM has a customized Operations Procedures Manual detailing all procedures to be used in the scheduling and delivery of transportation services. The Operations Procedures Manual addresses internal policy and procedures and reports on operational results. The manual addresses, but is not limited to the policies and procedures for the following: Call center procedures and operations. How to handle out-of-area transportation requests. Level of Need assessments. Referrals to emergency transportation. Provider grievances and reporting. Client complaints and appeals. How and when to refer clients to county advocates or contacts. Incident investigation procedures. Public transportation usage including criteria for utilization of bus and light rail passes versus tickets. Shared ride fee structure and criteria for multiple riders. Assurance of appropriate documentation by public or private transportation providers and clients. Investigation and disposition of potential fraud waste or abuse. Providing escorts and attendants. Strategies to deal with problematic clients. Policy for dealing with and limiting no-shows (i.e., reminding clients 24 hours ahead of scheduled appointments; requiring clients who are habitual no-shows to call when they are ready to. be picked up. Written Disaster Recovery Plan. Maintaining confidentiality and privacy of client information within the CONTRACTOR and with its subcontracted providers. Written procedures for inclement weather and unusual traffic conditions. MTM s Operations Procedures Manual is given to all staff, transportation providers, and area medical facilities. The manual is incorporated into all training programs for new employees. 3.2.11. Computer Requirements MTM uses a multitude of electronic telecommunication protocols to perform Electronic Data Interchange, including internet submission via secured connection. MTM has an established communications interface with Minnesota s Medicaid Management Information System (MMIS) computer system in order to submit billing information electronically. For clients receiving NEMT, MTM maintains a daily, computerized Trip Log that documents the following data elements: Client name MA PMI number Requester name (if different) Date/time of request Date/time of medical appointment Mode of transportation requested/mode authorized Scheduled time of pick up/drop off Pick up location Drop off location July 2010 10

Exhibit A Referral, approval, or denial (include reason) of transportation Ancillary services authorized (parking, attendant, children) Date/time of notification to transportation provider Mileage Trip cost Staff member referring/authorizing/denying request Notes (e.g., cancellations, incomplete requests, no-shows, abusive behavior occurrences). MTM uses a routing and mileage calculating tool that uses standard Geographic Information Systems technology from ESRI. This system also performs several functions to assist the CSR in determining if Public Transportation services are appropriate and available. 3.2.12. Reporting Requirements MTM creates and provides the following reports: Transportation Summary Data Report summarizing all trips by type, dispositions, and longer trip requests. Minimum data elements include Minnesota Health Care Programs ID number, date of review/assessment, authorization, and disposition. This report shall also include information on denials, termination and reduction in service level. This information is to be provided in electronic media to the COUNTY within ten (10) business days after the close of the month in a format prescribed by the COUNTY. Call Center Report and ACD Report summarizing call volume, nature of calls and information requested by the COUNTY within ten business days after the close of each month in format prescribed by COUNTY. Complaint Log summarizing complaint information specified within ten business days after the close of each month in a format prescribed by COUNTY. Annual Transportation Report describing the project and contracted services, major problems and issues including how they were addressed, and future plans. Also, the report shall include a statistical summary of services provided and other pertinent information. A draft of the report shall be submitted to COUNTY within 60 business days after the close of each year of operation and the final report shall be submitted to the COUNTY within 30 business days of receipt of the COUNTY s comments. 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. 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. MTM shall submit an annual agency-wide, listed by program, Financial & Operating Report, which documents the activities of the CONTRACTOR. The report shall be due to the COUNTY 90 days following the end of each fiscal year of the contract. This report shall include at a minimum, the following information: Total Direct Cost (CONTRACTOR manager, staff, salary, rent, etc), Profit Margin and/or Retained Earnings, Allocation of Indirect Expenditures, Total Transportation Cost, and Goals of the agency s Transportation Program. 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. Other Operational, Management and/or Ad Hoc Reports as required by COUNTY. In addition, MTM submits to the COUNTY any and all: July 2010 11

Exhibit A Moving violation reports. Accidents reported to the County in accordance with services provided under this contract. Driver and vehicle reports. Reports and tracking of most-utilized medical services (such as dialysis, day treatment, etc.). Adherence to pickup, wait time and delivery standards. Any and all DWI citations, whether moving or not. 3.2.13. Vehicle Requirement for NEMT MTM requires that the transportation providers comply with all applicable Federal, State, County, and Municipal requirements regarding insurance, licensing and certification of vehicles. MTM includes these requirements in the subcontractor agreements with the transportation providers. Vehicles and all components comply with or exceed State, Federal, local, and manufacturer's safety and mechanical operating and maintenance standards for the vehicles. As appropriate, vehicles comply with the Americans with Disabilities Act (ADA). All vehicles meet the following requirements: All vehicles are equipped with adequate heating, air-conditioning, and climate control. All vehicles shall functioning, clean and accessible seat belts for each passenger seat position. Each vehicle utilizes child safety seats when transporting children under age four. All vehicles have a functioning speedometer and odometer. All vehicles have two exterior rear view mirrors, one on each side of the vehicle. All vehicles are equipped with an interior mirror for monitoring the passenger compartment. The interior and exterior of the vehicle are to be clean and exteriors free from broken mirrors or windows, excessive grime, major dents or paint damage that detract from the overall appearance of the vehicles. The vehicle has passenger compartments that are clean, free from tom upholstery or floor or ceiling covering, damaged or broken seats, and protruding sharp edges and shall also be free of dirt, oil, grease or litter. All vehicles have the transportation provider's name, vehicle number, and MTM s toll free and local phone number prominently placed within the interior of each vehicle. This information and the complaint procedures are available in writing to clients upon request in each vehicle. Smoking is prohibited in all vehicles that transport MA clients. All vehicles have the following signs posted in all vehicle interiors, easily visible to the passengers: "NO SMOKING" "ALL PASSENGERS SHALL USE SEAT BELTS" All vehicles include a vehicle information packet containing vehicle registration, insurance card and accident procedures and forms. All vehicles have a fully equipped first aid kit. Each vehicle contains a current map of the applicable area(s) with sufficient detail to locate clients and medical 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, at all times during the contract period. All vehicles shall have the necessary certifications and licensures required under Minnesota state law. July 2010 12

Exhibit A All vehicles must have communication devices for emergency purposes (cell phone, 2-way radios, etc.) MTM inspects all vehicles prior to the start of the contract, then again annually or for cause, such as a complaint. MTM s procedures call for complete vehicle inspections for all subcontracted transportation providers on an annual basis to verify that vehicles meet the requirements and that safety and passenger comfort features are in good working order. Records of these inspections are maintained in the local office, allowing full access to MCC upon request. 3.2.14. Driver Requirements Transportation providers subcontracting with MTM must comply with all applicable State, County, and local requirements, including insurance, licensing and certification of personnel. Each transportation provider and its drivers are credentialed by MTM prior to transporting clients. During the credentialing phase, each driver is evaluated for appropriate licensing and certification, DMV records, background checks (including criminal, elderly and child abuse), and compliance with State, Federal, and local guidelines. MTM requires transportation providers and drivers to meet training and education requirements as outlined in the Transportation Provider Guidelines. MTM verifies completion of these training and education requirements through written proof of completion for each driver. MTM monitors drivers performance on an ongoing basis, through the Performance Monitoring program, complaint process, customer satisfaction survey, trip and record audits, on-street observations, and on-site inspections. MTM assures that all drivers of vehicles transporting MA clients meet the following requirements: All drivers, at all times during their employment, shall be at least 18 years of age, have a current valid driver's license from the State of Minnesota to operate the transportation vehicle to which they are assigned for at least one year, and shall be competent in their driver habits. Drivers shall have no more than three chargeable accidents or moving violations in the last three years. Drivers shall not have had their driver's license, commercial or otherwise, suspended or revoked in the previous five years. Drivers shall not have any prior convictions for substance abuse, sexual abuse or a crime of violence. All drivers shall be courteous, patient and helpful to all passengers, and be neat and clean in appearance. No driver or attendant shall use alcohol, narcotics, illegal drugs or drugs that impair ability to perform while on duty. The transportation provider shall not use drivers who are known abusers of alcohol or known consumers of narcotics or drugs/medications that would endanger the safety of clients. All drivers and attendants shall announce their presence and wear or have visible, easily readable proper organization identification. At no time shall drivers or attendants smoke while in the vehicle, while assisting clients, or in the presence of any client. Drivers shall not wear any type of headphones at any time while on duty. Drivers shall assist passengers in the process of being seated and confirm that all seat belts are fastened properly and wheelchairs and wheelchair passengers are properly secured. Drivers shall provide necessary assistance, support, and oral directions to passengers. Such assistance may include door to door, or curb to curb service as necessary. Assistance shall also include assisting clients of limited mobility and the movement and storage of mobility aids and wheelchairs. Drivers shall notify MTM of client language interpretation needs if they are not able to address these directly and the issues interfere with the efficient and qualitative delivery of transportation services. Drivers shall notify clients prior to service delivery that they will be not responsible for passenger personal items. July 2010 13

Drivers shall not participate in personal cell phone or texting equipment usage. Contract #A100838 Exhibit A Any driver out of compliance with the requirements will be immediately removed from service and the transportation provider will be subject to corrective actions and/or disciplinary actions. These and any other deficiencies and actions will become a part of the vehicle and driver s permanent record. MTM uses each opportunity, including complaints, deficiencies, errors, and even an incidence of fraud or abuse, to educate transportation providers and help them improve their service. MTM uses corrective action plans, sanctioning and disciplining, and the prospect of deactivation and termination of transportation providers to change behavior and improve the level of service delivered. 3.2.15. Handle Complaints and Appeals Related to Provision of NEMT and Assessments All complaints received are forwarded to the designated Quality Service Coordinator (QSC) for tracking, investigations, and resolution. The QSC will encourage the complainant to submit the complaint in writing, but both verbal and written complaints will be accepted and formally documented. The QSC is also responsible for educating the transportation provider about the complaint issue to avoid future incidents. The QSC makes every attempt to respond to the complaint within 24 hours of receipt. The QSC will fax a copy of each written complaint to the MCC within 24 hours or the next business day, whichever is sooner. A written response of resolution of the complaint will be sent within 72 hours of receipt. The response will include notice of the complainant s right to a fair hearing through the State of Minnesota. Any complaints from the MCC will be responded to in writing within 72 hours of receipt. Complaints will be reported, by type, to the Quality management Committee (QMC) on a monthly basis. The QMC evaluates complaints for trends, opportunities to improve quality, or areas needing corrective actions. The outcome of the QMC review will be documented and notification of corrective and disciplinary actions or sanctions will be made to the appropriate party. Follow-up of actions will be reported to the QMC until correction is made. Complaints will be reported to the MCC on a monthly basis in the format specified. If MTM denies the service, or approves a less costly mode of service than requested, the client will be notified in writing within five (5) business days of the denial or reduction in services. MTM will send a State-approved denial letter to the client. This written notification will include the client s right to appeal and a right to a fair hearing through the State of Minnesota. MTM s appeal process allows complainants who are dissatisfied with the complaint resolution to file an appeal to MTM. MTM s Appeal Subcommittee will hear the complainant s appeal either in person or by teleconference, based on the complainant s request. MTM provides information and clarifications in an attempt to prevent client or provider appeals. If an appeal is filed, MTM makes every effort to resolve it before it is escalated to the State. Appeals will be resolved within 90 days of receipt in accordance with the State s requirements. MTM will participate in the fair hearing through the State of Minnesota appeal if requested by the State. MTM understands that the MCC retains the ultimate decision-making authority on denials and that the MCC s decision shall be final and binding and not subject to appeal by MTM. 3.2.16. Required Coordination with the COUNTY and Community Agencies. As part of MTM s Education, Training, and Outreach (ETO) MTM coordinates efforts with MCC, Department of Health, regulatory and law enforcement entities, public and private transportation providers, and medical providers to conduct orientation sessions and develop partnerships. MTM has worked with many health plans and state agencies to develop a simplified process to ensure consistency and continuity of transportation service. MTM coordinates with health plans for those clients who are in a PMAP and qualify for some MTM services. MTM establishes coordination with local agencies within the eight county metro area, to inform them of the availability of non-emergency July 2010 14

Exhibit A transportation services and develop procedures for those situations where transportation services to clients may overlap. MTM proposes meeting with MCC staff on a regular basis, possibly monthly or quarterly to discuss the overall program, processes, and any issues or concerns. These meetings will help both the MCC and MTM decide what information is pertinent and where costs are and how they are being controlled. MTM will establish coordination with emergency transportation services where appropriate. MTM will not transport clients for whose medical conditions require medical monitoring during transport typically supplied by ambulance providers, but have a policy and procedure for referring clients to ambulance providers as necessary. MTM has established links with county access service staff and county case managers to coordinate activities with existing programs serving the MA populations and minimize or avoid duplicate efforts and fragmentation of services to the same clients. These linkages shall include referral protocols or formal agreements with such programs. These activities are to be at MTM s expense. 3.2.17. Payment Administration MTM pays service delivery rates to each qualified transportation provider that are in accordance with rates set by the State. The MTM Transportation Service Agreement provides full disclosure of rates. Validation of services rendered by transportation providers is obtained through the Claims Adjudication Process. Transportation providers are required to submit trip tickets with client signatures as verification for the service rendered. Beginning July 1, 2010, transportation providers will only be paid for trips with a qualified signature. Additional verification with providers may be completed if deemed appropriate and/or necessary. Incidences of poor record keeping are referred to MTM s Network Management department for additional training. Transportation providers with high error rates or questionable documentation are referred to Quality Management for additional, in-depth compliance reviews. Payment is made within ten (10) days of receipt of a clean claim, on the date published on the annuallyupdated payment schedule. Payment is contingent in cooperation with, and completion of, the Claims Adjudication Process, including the submission of reconciled invoices as claim for payment of services rendered. Payment of disputed claims is made upon resolution of discrepancies or reconciliation of past due reports. Payments are made on the next regularly scheduled bi-monthly payment date, but will be made sooner if deemed necessary and appropriate. Mileage reimbursement to subcontracted providers shall be to the nearest 1/10th of a mile. MTM shall provide timely payment to each contracted transportation provider based on the authorized services rendered. Payment for any individual ATS trip must not exceed the amount paid for an STS trip. 3.2.18. Data Privacy Responsibility MTM understands and is fully compliant with the requirements of 42 Code of Federal Regulations, Park 431, Subpart F, 45 Code of Federal Regulations, Part 164, Subparts C and E and Minnesota Statutes, Chapter 13, regarding confidentiality of information concerning applicants and clients. Client information is kept confidential and client information, data, and data elements are duly protected from unauthorized disclosure. MTM has HIPAA policies in place and policies are reviewed annually, at a minimum. MTM s staff and subcontractors have all signed confidentiality agreements, stating that they will provide safeguards that restrict the use or disclosure of information concerning the clients. MTM has educated its staff and subcontractors on the HIPAA requirements and provides annual education and training on HIPAA requirements. MTM will not provide, grant, allow, or otherwise give access to Minnesota Healthcare Program information to anyone without the express written permission of the MCC. MTM acknowledges and assumes all responsibility and all liabilities under both State and Federal law in the event that the information is disclosed in any manner. July 2010 15

Exhibit A MTM will comply and notify the MCC within 24 hours of any requests received for the MA information from any individual, entity, corporation, or partnership. MTM will not release any data except through the MCC. MTM will educate transportation providers on privacy issues, and ensure that they maintain the privacy of client s data. All transportation providers sign a confidentiality agreement obligating them to provide safeguards that restrict the use or disclosure of information concerning clients. MTM will log and investigate all unauthorized disclosures and report disclosures to the MCC and MTM s Quality Improvement Committee for evaluation, corrective, and disciplinary action and to ensure prevention of future disclosures. MTM is a Business Associate to the MCC. As such MTM accepts the role and responsibilities as stated in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). MTM will comply with the business associate provisions, and will rely on the published Code of Regulations to provide the most current HIPAA requirements. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. July 2010 16

Revenues MTM, Inc. Allocated Agency Budget by Program Budget Period: July 1, 2010 - June 30, 2011 NEMT ATS Total MTM Total Contract #A100838 Exhibit B Admin Pass-thru Other Minnesota Minnesota Other MTM Total Cost Transportation Total County STS Contracts Contracts MTM MCC NEMT ATS 4,408,457 4,408,457 4,408,457 4,408,457 Outstate MN ATS 0 0 0 MN STS 0 203,885 203,885 203,885 State Grants 0 0 0 Fees for Services 0 0 0 MA 0 0 0 Federal 0 0 0 Out of state 0 0 67,434,433 67,434,433 Other 3rd party Insurance 0 0 0 Other: Waiver Program 0 94,850 94,850 94,850 Pass thru transportation 12,051,030 12,051,030 261,450 12,312,480 12,312,480 Total Revenues 4,408,457 12,051,030 16,459,487 356,300 203,885 17,019,672 67,434,433 84,454,105 Expenses: Payroll expenses - MN (See pg 2) 1,136,600 0 1,136,600 9,667 86,104 1,232,371 6,891,591 8,123,962 Employee benefits & taxes 230,728 230,728 21,928 252,656 252,656 Intake & dispatch 514,323 514,323 7,621 521,944 521,944 Operating expenses 204,585 204,585 16,468 221,053 221,053 Professional fees 28,444 28,444 356 28,800 28,800 Computer systems 114,213 114,213 6,011 120,224 120,224 Travel & entertainment 25,200 25,200 25,200 25,200 Insurance 112,085 112,085 366 112,451 112,451 Repairs & maintenance 3,420 3,420 503 3,923 3,923 Utilities 23,498 23,498 2,996 26,494 26,494 Claims denial 0 120,510 120,510 120,510 120,510 Interest and depreciation 89,236 89,236 4,917 94,153 94,153 Transportation Expense 12,051,030 12,051,030 261,450 0 12,312,480 44,647,267 56,959,747 Operating expense - other contracts 5,033,367 5,033,367 Total Operating Cost 2,482,332 12,171,540 14,653,872 271,117 147,270 15,072,259 56,572,225 71,644,484 **Additional OH allocation and profit (See pg 2) 1,926,125 (120,510) 1,805,615 85,183 56,615 1,947,413 10,901,998 12,849,411 Total Cost 4,408,457 12,051,030 16,459,487 356,300 203,885 17,019,672 67,474,223 84,493,895 Estimated Trip Legs 795,750 Administration cost per trip 5.54 July 2010 1

Payroll Expenses - MN Detail Contract #A100838 Exhibit B NEMT ATS Total MTM Total Admin Pass-through Other Minnesota Minnesota Other MTM Total Cost Transportation Total County STS Contracts Contracts MTM Payroll expense: FTE Program Director 1.00 120,924 120,924 1,513 122,437 122,437 Area Liaison 1.00 38,380 38,380 38,380 38,380 Manager - Utilization/Care 1.00 32,077 32,077 12,831 44,908 44,908 Care Management Coordinator 1.00 32,227 32,227 32,227 32,227 Customer Service Supervisor 1.00 33,292 33,292 33,292 33,292 Network Representative 0.80 23,915 23,915 23,915 23,915 Care Management Coordinator 2.70 88,216 88,216 71,760 159,976 159,976 Care Management Rep 1.80 52,930 52,930 52,930 52,930 Network Oversight Rep 1.60 46,760 46,760 46,760 46,760 Customer Service Rep 24.00 555,689 555,689 555,689 555,689 Administrative Assistant 1.00 27,581 27,581 27,581 27,581 Quality Service Coordinator 1.00 21,216 21,216 21,216 21,216 Claims Auditor 1.00 25,650 25,650 25,650 25,650 Business Analyst 1.00 37,743 37,743 37,743 37,743 Payroll expense - other MTM contracts 9,667 9,667 6,891,591 6,901,258 Total Payroll 39.90 1,136,600 0 1,136,600 9,667 86,104 1,232,371 6,891,591 8,123,962 **Additional OH allocation and profit NEMT ATS Total MTM Total Total Admin Pass-thru Other Minnesota Minnesota Other MTM MTM Cost Transportation Total County STS Contracts Contracts **Additional OH allocation and profit General Administration 738,724 738,724 32,670 34,663 806,057 3,687,787 4,493,844 Accounting and Audit 178,051 178,051 7,874 8,355 194,280 937,379 1,131,659 Infrastructure Technology 119,604 119,604 5,289 5,612 130,505 417,703 548,208 Marketing and Sales 175,320 175,320 7,754 8,227 191,301 611,103 802,404 Legal 58,376 58,376 2,582 2,739 63,697 218,483 282,180 Business Solutions 171,382 171,382 7,579 8,042 187,003 686,501 873,504 Client Services 107,396 107,396 4,750 5,039 117,185 631,303 748,488 Human Resources 32,930 32,930 1,456 1,545 35,931 540,297 576,228 Profit 344,342 (120,510) 223,832 15,229 (17,607) 221,454 3,171,442 3,392,896 Total OH allocation and profit 1,926,125 (120,510) 1,805,615 85,183 56,615 1,947,413 10,901,998 12,849,411 July 2010 2

Exhibit C EXHIBIT C BUSINESS ASSOCIATE AGREEMENT Medical Transportation Management, Inc. (MTM) Access Transportation Services (ATS) Non-Emergency Medical Transportation (NEMT) THIS AGREEMENT is entered into by and between Medical Transportation Management, Inc. (MTM) ( Business Associate ) and County of Hennepin, State of Minnesota, A-2300 Government Center, 626 South 6 th St., Minneapolis, MN 55487 through its Human Services and Public Health Department on behalf of the Metro Counties Consortium ( Covered Entity ). 1. Applicability; Conflicts. This Agreement applies with respect to all contracts or other arrangements ( Underlying Agreement ) between Business Associate and Covered Entity that involve the use or disclosure of Protected Health Information ( PHI ) in connection with the provision of the services described in the Underlying Agreement. This Agreement addresses the business associate requirements of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160 and 164), as may be modified or amended from time to time ( HIPAA ). Capitalized terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 C.F.R. 160.103 and 164.501. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Privacy Rule. 2. Obligations and Activities of Business Associate. Business Associate agrees as follows: 2.1 Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as Required by Law. 2.2 Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. Moreover, Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information that it creates, receives, maintains, or transmits on behalf of Covered Entity. 2.3 Business Associate agrees to promptly report to Human Services and Public Health Department Privacy Officer any use or disclosure of PHI not provided for by this Agreement. Business Associate will provide any and all information reasonably requested by Covered Entity with regard to any such unauthorized use or disclosure. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 2.4 Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by, Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. Business Associate will ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect such information. 2.5 Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner designated by Covered Entity, to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 C.F.R. 164.524 (Access of Individuals to PHI). Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 C.F.R. 164.526 (Amendment of PHI) at the request of Covered Entity or an Individual, and in the time and manner designated Business Associate Agreement 2/05 1

Exhibit C by Covered Entity. In the event that Business Associate receives a request directly from an Individual for a copy of his/her PHI or to amend his/her PHI, Business Associate shall forward such request to Covered Entity within five (5) business days after receipt of such request and shall coordinate any disclosure or amendments with Covered Entity. 2.6 Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. Additionally, Business Associate shall immediately advise Covered Entity of any inspection request made by regulators. 2.7 Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528 (Accounting of Disclosures of PHI). Business Associate agrees to provide to Covered Entity or an Individual, in the time and manner designated by Covered Entity, information collected in accordance with this Agreement or the Underlying Agreement to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528. Business Associate shall report to Covered Entity any security incident, as that term is defined in 45 C.F.R. 164.304, of which it becomes aware. Business Associate will authorize termination of the Underlying Agreement if Covered Entity determines that Business Associate has violated a material term of this Agreement. 3. Permitted Uses and Disclosures by Business Associate. 3.1 Except as otherwise limited in this Agreement or in the Underlying Agreement(s) between Business Associate and Covered Entity, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of Covered Entity, as specified in the Underlying Agreement(s), provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. 3.2 Except as otherwise limited in this Agreement or the Underlying Agreement(s) between Business Associate and Covered Entity, Business Associate may: (a) (b) Use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate; Disclose PHI for the proper management and administration of Business Associate, provided that such disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 4. Obligations of Covered Entity 4.1 Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures. Business Associate Agreement 2/05 2

Exhibit C 4.2 Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. 164.522, if such restriction affects Business Associate s permitted or required uses or disclosures. 4.3 Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 5. Term and Termination 5.1 Term. The Term of this Agreement shall be effective as of the date of execution and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section. 5.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement and the Underlying Agreement between Covered Entity and Business Associate which is the subject of any material breach of this Agreement by Business Associate if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity. If Business Associate has breached a material term of this Agreement and cure is not possible, Covered Entity may immediately terminate this Agreement. This provision shall be in addition to and shall not limit any rights of termination set forth in the Underlying Agreement. 5.3 Effect of Termination (a) (b) Except as provided in 5.3(b), upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of PHI is infeasible; Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 6. Miscellaneous. The respective rights and obligations of Business Associate under this Agreement shall survive the termination, expiration, or other conclusion of this Agreement or any other agreement between Business Associate and Covered Entity. This Agreement shall inure to the benefit of the parties hereto and each Covered Entity affiliate to or on behalf of which Business Associate provides services, but not to the benefit of any other third party. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of HIPAA. A waiver of any term or provision shall not be construed as a waiver of any other term or provision. Nothing in this Agreement shall be deemed a waiver of any legally-recognized claim of privilege available to either party. Business Associate Agreement 2/05 3

Exhibit C Medical Transportation Management, Inc. By: Its: ( Business Associate ) Date: HENNEPIN COUNTY Human Services and Public Health Department By: Its: ( Covered Entity ) Date: Business Associate Agreement 2/05 4