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HomeMy WebLinkAboutResolution - 2021-R0207 - Regional Transit District Transportation Services Agreement with SaferideResolution No. 2021-R0207 Item No. 7.17 June 8, 2021 RESOLUTION IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the acts of the City Manager of the City of Lubbock in executing, on behalf of the City of Lubbock, a Regional Transit District Transportation Services Agreement and an Amendment thereto, to provide a network of transportation providers who provide non -medical transportation services and non -emergency, medical transportation services and a technology platform to manage the ordering of transportation services, by and between the City of Lubbock and SafeRide, Inc., a Delaware corporation, and related documents are hereby ratified in full. Said Agreement and Amendment are attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on June 8, 2021 DANIEL M. POPE, MAYOR TTEST: Garza, City APPROVED AS TO CONTENT: Bill Howerton, Deputy City Manager APPROVED AS TO FORM: Ryan Br oke, Assistant City Attorney RES.SafeRide Transportation Services Agreement and Amendment Ratification 6.1.21 DocuSign Envelope ID: AA05726�4 E053-4259-B3D0-667A6BD5ACCo REGIONAL TRANSIT DISTRICT TRANSPORTATION SERVICES AGREEMENT This Regional Transit District Transportation Services Agreement ("Agreement') is entered into by SafeRide, Inc., a Delaware corporation with an address of 6125 Washington Blvd, Suite 200, Culver City, CA 90232 ("SafeRide') and City of Lubbock, Texas _ a Texas muni ci pal corporation with an address of 1314 Avenue K, Lubbock, Tx (Apany") effectivejune 7 , 2021 ("Effective Date"). SafeRide and Company may be referred to herein individually, as "Party' and/or collectively, "Parties". WHEREAS, SafeRide has entered into arrangements with health plans, health care providers and others ("Clients"), under which it provides certain services to manage non -emergent, medical transportation to Client's members ("Members"), a network of transportation providers who provide non -medical transportation services and non -emergency, medical transportation services (collectively, "Transportation Services'), and a technology platform to manage the ordering of transportation services (SafeRideManager®"), and WHEREAS, Company desires to provide Transportation Services to Client's Members under SafeRide's arrangements with Clients ("SafeRide Programs"), as further defined below. NOW, THEREFORE, in consideration of the mutual premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows. A. Obligations and Responsibilities of Company and Users.: 1. Company shall: a. Provide Transportation Services as set forth on Exhibit A, in accordance with applicable law and as may be required by certain rules and regulations applicable to services provided to beneficiaries of state or federally funded insurance programs. b. Ensure driver and vehicle standards ("Standards"), as more specifically set forth on Exhibit A, are maintained at all times, during the Term. Upon SafeRide's request, Company shall provide documentation and records, either in electronic or hard -copy format, which verify compliance with the Standards within seven (7) business days of such request. Should Company fail to provide SafeRide with documentation demonstrating compliance with the Standards, SafeRide, in its sole discretion, may suspend provision of Services and access to SafeRideManager® until Company adequately demonstrates compliance with the Standards. c. Deliver Transportation Services consistent with those provided by Company to riders outside SafeRide Programs. Company shall not discriminate on the basis of age, race, color, creed, religion, gender, sex, sexual preference, national origin, place of residence, health status, health insurance benefits, type of payor or source of payment (e.g. Medicare, Medicaid or other state health care program), income level, the filing of a complaint or grievance, a physical or mental disability or veteran status. Company will ensure that those facilities where vehicles are stored and/or maintained, as well as the corporate offices, are accessible as required by Title III of the Americans With Disabilities Act of 1991. d. Comply with requirements set forth in SafeRide Programs from time -to time, as well as applicable policies, procedures, rules, and regulations in such SafeRide Programs. Additional requirements shall be set forth in an exhibit hereto. e. Permit SafeRide and/or a Client with reasonable access to its facilities to enable SafeRide or Client to perform compliance reviews under a SafeRide Program. f. Report communications from riders expressing dissatisfaction with Transportation Services to SafeRide within 24 hours of being received. g. Ensure that is employees and independent contractors who will be in contact with Members or who will have access to Members' personal information and personal health information, have been properly trained, including training with regard to the confidentiality of such information. Company agrees it shall obtain from all non -employees or subcontractors who have access to Members, or a Member's personal information a business associate agreement substantially in the form as that which is required to be signed by Company, and which is attached hereto as Exhibit E. e —DS DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 h. Not use SafeRideManager® other than as expressly permitted by this Agreement. Company agrees it will not download, attempt to download or otherwise copy SafeRideManager®'s software, nor decompile, disassemble, or otherwise attempt to derive source code from SafeRideManager® software, or use SafeRideManager® in a manner inconsistent with the terms of www.SafeRideHealth.com, A breach of the Terms shall be considered a breach of this Agreement. 2. Company represents and warrants that enrollment information provided by Company, its officers, directors, and employees is accurate as of the date of completion of the enrollment process. 3. If Company utilizes SafeRideManager® for scheduling transportation services outside of a SafeRide contracted program, Company shall obtain necessary consents from passengers in order to allow SafeRideManager® to create, store, distribute and/or transmit protected health information. 4. Company acknowledges and agrees that it is responsible for warranties it makes to third parties with respect to the Services or SafeRideManager® and shall indemnify and hold SafeRide harmless for any costs and expenses it incurs as a result of a breach of such warranties, unless SafeRide is in any way responsible for such breach. 1. Subject to the terms and conditions of this Agreement, SafeRide will provide Company with certain services and access to SafeRideManager®, as further set forth in Exhibit B ("Services"). 2. SafeRide shall reimburse Company for Transportation Services in accordance with Exhibit C. 3. SafeRide shall update and maintain its website Terms of Service and Privacy Policy ("Terms"), found at www.saferidehealth.com ("Website"). C. Restrictive Covenants. Company acknowledges and agrees that SafeRide has invested substantial time, money and resources in the development of its Confidential Information, as that term is defined in Paragraph F below, and in the development and retention of its Clients, collaborators, and employees. Company acknowledges that Company may be introduced to Clients and collaborators and agrees that "goodwill" associated with Clients, collaborators and employees, belongs exclusively to SafeRide. In recognition of the foregoing, Company acknowledges and agrees, that during the Term and for a period of 1 year thereafter, Company will not directly, or indirectly, in any capacity, engage in the following activities for itself or for another person, business, corporation, partnership or other entity: 1. refer, request, solicit, induce, hire (or attempt or assist in doing any of these actions) either as employees or independent contractors, any employee or other persons (including consultants) who may have performed work or services for SafeRide during the Term to perform services for any person or entity other than SafeRide. Company acknowledges that loss or damage resulting from a breach of this Section C is difficult to ascertain, however a sum equal to two times the salary and benefits SafeRide has paid a former employee or contractor is a reasonable estimate of its damages and a payment equal to that amount shall be due and payable upon demand by SafeRide; and 2. advise, counsel or solicit any Member to end his or her enrollment with a Client, and will not solicit any Member to become enrolled with any other health maintenance organization, or other hospitalization or medical payment plan or insurance policy, for any reason. D. Limitation of Liahility. I. In the event of a claim for loss or injury, Company shall look first to its insurers to recover damages. 2. Neither Party shall be liable to the other for consequential, exemplary, indirect, special, punitive or incidental damages, including without limitation, lost profits, even if the other Party otherwise liable has been advised of the possibility of such damages. 3. SafeRide shall have no liability to Company for actual or alleged infringement by third -party products or applications available through SafeRideManager®. DocuSign Envelope ID: AA057261-E0534259-B300-667A6BD5ACC0 E. Indemnification. To the extent permitted by law, Company agrees to defend, indemnify and hold SafeRide, and its officers, directors, managers, shareholders, partners, Clients, Members, employees, agents and affiliates, harmless from and against any and all claims, actions, costs, damages, liabilities, penalties, proceedings, suits or demands made against SafeRide ("Third Party Claims)") arising from, in connection with, or regarding i) Company's negligence or intentional misconduct in the performance of services hereunder, ii) an act or omission by Company, or its Users, which would constitute a violation of law, including without limitation, HIPAA, and iii) a breach by Company of any term or condition of this Agreement. Any obligation of indemnification hereunder extends to any negligent or willful misconduct of Company's Users, drivers, officers, directors, employees, contractors, consultants and/or agents. To the extent permitted by law, SafeRide agrees to defend, indemnify and hold Company, and its officers, directors, managers, partners, Clients, Members, employees, agents and affiliates, harmless from and against any and all claims, actions, costs, damages, liabilities, penalties, proceedings, suits or demands made against Company ("Third Party Claim(s)") arising from, in connection with, or regarding i) SafeRide's negligence or intentional misconduct in the performance of services hereunder, ii) an act or omission by SafeRide, or its officers, directors, managers, shareholders, partners, Clients, Members, employees, agents and affiliates, which would constitute a violation of law, including without limitation, HIPAA, and iii) a breach by SafeRide of any term or condition of this Agreement. Any obligation of indemnification hereunder extends to any negligent or willful misconduct of SafeRide's officers, directors, managers, shareholders, partners, employees, agents and affiliates. F. Confidential Information. SafeRide and Company each agree to keep confidential, and to use only for purposes of performing under this Agreement, proprietary or confidential information of the other Party disclosed pursuant to this Agreement which is marked as confidential or which could reasonably be considered of a proprietary or confidential nature ("Confidential Information"). Except as otherwise permitted by this Section, the terms of this Agreement are confidential. The obligation of confidentiality shall not apply to: information which is already public at the time of its disclosure or becomes public through no unlawful act of the receiving Party; is known by the receiving Party at the time of disclosure as evidenced in writing; is rightfully obtained from a third party who has the right to disclose it; or which is required by a court to be disclosed following sufficient notice to the disclosing Party of a motion to obtain a court order to such effect. A disclosing Parry's Confidential Information remains the property of the disclosing Party. Upon termination of this Agreement, the receiving Party will return the disclosing Parry's Confidential Information to the disclosing Party, and all copies thereof, which are in the possession or control of the receiving Party unless otherwise provided in this Agreement. During the Term, either Party may use the other Parry's name and may reference this Agreement in press releases, articles, brochures, marketing materials, advertisements and other publicity, subject to the other Parry's prior written approval, which approval will not be unreasonably withheld, conditioned or delayed; provided that such use is not in violation of laws, including without limitation, laws relating to unfair advertising, and does not knowingly injure the goodwill of a Party or otherwise damage its trademarks and service marks. G. Term and Termination. 1. Term. This Agreement will commence on the Effective Date and continue for twelve (12) months ("Initial Term"). Thereafter, the Agreement will automatically renew for additional twelve (12) month periods ("Renewal Terms") unless either Party provides the other with written notice of its intent not to renew at least forty-five (45) days prior to the end of the then current term. The Initial Term and any Renewal Terms may be collectively referred to herein as "Term." 2. Termination. a. Without Cause. Either Party may terminate this Agreement by providing 30 days written notice to the other. b. For Cause. Either Party may terminate this Agreement immediately by giving written notice to the other of such termination upon the occurrence of any of the following: i. a material breach of this Agreement and failure to cure such breach within 30 days of receipt of 3 o ---os �Q DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 written notice thereof, ii. an assignment for the benefit of creditors, insolvency or inability to pay debts in the ordinary course of business; iii. proceedings are instituted by or against a Party in bankruptcy or under insolvency laws or for reorganization, receivership or dissolution, or iv. SafeRide upon receipt of notice or belief that Company or Users are violating obligations imposed by HIPAA or other federal or state privacy laws. 3. Effect of Termination. Upon termination of this Agreement, the Parties will immediately secure and store Confidential Information it has in its possession or under its control for the greater of 4 (four) years or as may be required by applicable State or Federal law, or as may be required by a Medicare or Medicaid program requirement. To the extent that SafeRide has claims against Company or Company has claims against SafeRide, SafeRide and Company may elect to hold and preserve Confidential Information which may be required for use in a court proceeding or arbitration, until final resolution of such claims. H. Insurance. L During the Term, Company shall maintain the following insurance, at its sole cost and expense. The amounts of such insurance coverages shall be maintained at the greater of i) that set forth below, or ii) as required by state or federal law, including that which may be required by Medicare or an applicable state Medicaid program requirement (i.e. see NEMT Manual): a. Workers' compensation insurance, in amounts required by State and Federal law, and / or relevant Medicare or Medicaid requirements, but in no event less than $300,000. Company shall require its agents or independent contractors to maintain similar insurance. If such agents or independent contractors fail to maintain such insurance, Company will ensure agents and independent contractors are covered by Company's insurance, or they are specifically prohibited from providing Transportation Services hereunder. b. Commercial General Liability insurance of not less than $1,000,000 per occurrence. c. Sexual Abuse and Molestation insurance of not less than $500,000 per occurrence or $500,000 in the aggregate. d. Comprehensive Automobile Liability insurance covering the operation of all automobiles used in connection with the performance of this Agreement, in an amount of not less than the greater of $500,000 or as required under the laws of the state in which Transportation Services are rendered, covering the operation of automobiles to be used by Company or its officers, employees or agents in connection with the performance of Transportation Services hereunder. e. SafeRide shall be named as an additional insured on the above policies, and policies shall be written as primary coverage and not contributing with, or in excess of, coverage that SafeRide may carry. 2. On the Effective Date, and upon renewal of a policy during the Term, Company shall provide SafeRide with a certificate of insurance and policy endorsement for the policies required above. Company's insurance shall not be materially changed, canceled, not renewed or terminated unless SafeRide is provided at least thirty (30) days prior written notice and certificates evidencing new insurance policies meeting the requirements of this section. 3. The above insurances shall be occurrence -based policies. In the event Company obtains claims -made insurance coverage, it shall also obtain appropriate "tail coverage" for claims made after the Term but occurring during the Term. I. Compliance with Laws/Laws Governing Health Information. 1. Each Party agrees to comply with applicable laws, rules and regulations, including, but not limited to, laws governing health information privacy, internet regulations and applicable export laws. Simultaneously with the execution of this Agreement, Company shall enter into the Subcontractor Business Associate Agreement attached hereto as Exhibit F. 2. CDC Guidance for Transportation of Persons Under Investigation ("PUP') and COVID-19 Members. On March 10, 2020, the Centers for Disease Control and Prevention ("CDC") issued Interim Guidance for Emergency Medical Services ("EMS") Systems and 911 Public Safety Answering Points ("PSAPs") for 4 r-DS 39 DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 COVID-19 in the United States outlining certain steps to be taken to mitigate the risk of spreading Covid-19 "(CDC Guidance"). If Company elects to provide transport to PUI or COVID-19 passengers, Company acknowledges and agrees that it shall comply with such CDC Guidance. 3. As of the Effective Date, neither Company, nor its owners, principals, officers, directors, employees or other affiliated entities or persons are identified on the Federal Department of Health and Human Services Exclusions List ("Exclusions List") found at oig.hhs.gov/exclusions. Company will notify SafeRide within five (5) business days if, during the Term, Company or an owner, principal, officer, director, employee or affiliated party has been placed on the Exclusions List. J. Miscellaneous. 1. Amendment. Except as otherwise expressly provided herein, this Agreement may only be modified in writing and signed by an authorized representative of each Party. 2. Notices. Notices hereunder must be in writing and will be deemed given when delivered personally at the address below the signature blocks, by email (with confirmation of receipt), or on the third business day after deposit with the U.S. Post Office (registered or certified, return receipt requested), or by date of delivery if by other courier. 3. Assigoment. Company may not assign this Agreement or its rights or obligations hereunder without SafeRide's prior, written consent. 4. Force 'cure,Neither Party shall be responsible for delays, errors, failures to perform, interruptions or disruptions in Transportation Services or SafeRideManager® caused by or resulting from an act, omission or condition beyond its control, whether or not foreseeable or identified, including without limitation acts of God, strikes, lockouts, riots, acts of war, governmental regulations, fire, power failure, earthquakes, severe weather, floods, epidemic or pandemic, or other natural disaster, or third party breaches of the SafeRideManager®. 5. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the state of Texas exclusive of its conflict of law principles. Venue for any lawsuit involving this agreement shall be in Lubbock County, Texas. 6. Independent Contractors. Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture or agency relationship between SafeRide and Company or its employees or agents. 7. Severability. If a provision of this Agreement is held invalid, illegal or unenforceable, such provision will be reformed only to the extent necessary and in such a manner to effect the original intention of the Parties with all remaining provisions continuing in full force and effect. 8. Waiver. A failure by either Party to enforce a provision of this Agreement shall not operate as a waiver of that provision or any subsequent breach of the same or a different kind. In actions or proceedings between the Parties, the prevailing Party shall be entitled to recover its costs, including reasonable attorney fees. 9. Survival. Sections C, D, E F, H, G.3. and I shall survive the expiration or termination of this Agreement. 10. Publicity and On -site Demonstrations. with prior written approval by Company, Company acknowledges and agrees that SafeRide may use Company's name, location and Services it has licensed, in standard press releases and in SafeRide's publications. At a time of day convenient for Company and with the permission of the Company, SafeRide may take interested parties to the Company premises to demonstrate SafeRideManager's& Signature page follows e—Ds 5 JQ DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 IN WITNESS WHEREOF, the Parties hereby execute this Agreement effective as of the Effective Date. W. Jarrett Atkinson SAFERIDE, INC. By: Name (Printed): Whitney Schrader Title: Head of Network Date: Address: 6125 Washington Blvd, 2" d Floor Culver City, CA 90232 DocLISIS dey: By: �� Jarrett Atkinson Name (Printed): Title: city Manager Date:6/7/2021 Address: 1314 Avenue K, Lubbock, Texas 79401 6 r—os 39 DocuSign Envelope ID: AA057261-E0534259-B3D0-667A6BD5ACC0 EXHIBIT A SERVICE LEVEL AGREEMENT/DRIVER AND VEHICLE STANDARDS A. Service Levels Agreement. a. The following definitions apply to this Exhibit A: i. "Advance Ride" means a ride assigned to Company prior to 4:30 PM local time on the calendar day prior to the ride day. ii. "Same Day Ride" means a ride assigned to Company on the same calendar day as the pickup time. iii. "A -LEG Ride" means a ride to care that has a scheduled appointment time. iv. "B-LEG Ride" means a ride from care that has only a scheduled pickup time. V. "Pick up time" means the scheduled pickup time in SafeRideManager®. vi. "Drop off time" means the scheduled drop off time SafeRideManager® vii. "Confirmed Ride" means a ride with the confirmation status set to "Confirmed" by Company. It is an indication that the Company is committed to fulfilling the ride. viii. "Fulfilled Ride" means a ride in which the Company delivered the rider to, or from, care, regardless of on -time performance. ix. "Service Area" means the zip codes/counties as is set forth on the applicable rate card. B. Service Levels SafeRide's service levels are defined in our SafeRide Health NEMT handbook. Standard Service Levels are defined below. Any additional SafeRide Program specific requirements will be shared with Company before those service levels are enforced. Company agrees it shall meet or exceed the following service level a. On -Time Performance (measured monthly) i. 95% of Advanced Rides On -Time defined as: 1. A -Leg: Arrive less than 60 minutes prior to scheduled drop off time. 2. B-Leg: Pick within 30 minutes after the scheduled pick-up time ii. 95% of Same Day Rides On -Time defined as: 1. A -Leg: Arrive less than 60 minutes prior to a scheduled drop off time 2. B-Leg: Pick up within 30 minutes after the scheduled pick up -time iii. 90% of On -Demand Hospital Discharge Rides On -Time defined as: 1. B-Leg: Pick-up within 180 minutes of request time iv. 90% of Will Call Rides On -Time defined as: 1. B-Leg: Pick-up within 60 minutes of request time b. Ride Acceptance Rates: i. 95% of Advance Ride requests accepted as long as trips are in the Service Area. ii. 50% of Same Day Ride requests accepted c. Confirmed Ride Fulfillment Rates: i. 99% of accepted Advance Rides fulfilled ii. 95% of accepted Same Day Rides fulfilled iii. 99% of Confirmed Same Day and Will Call Rides fulfilled a. Company must set status of all assigned rides to "confirmed" or "unable to fulfill" by 3PM the day before the scheduled pick-up time. b. If the driver will be late, Company must call the Rider and alert them of the delay. If the rider will be late to an appointment, Company shall also call SafeRide to coordinate a resolution. c. If a driver arrives early for a ride, they must wait at the location until the scheduled pickup time. 7 r--DS DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 d. If a Rider is running late, the driver must wait 15 minutes before cancelling the ride and releasing the vehicle Company must update the status of assigned rides to "Confirmed" or "Cancelled - Patient No -Show". e. Dispatchers must answer 95% of on -demand live chats within 5 minutes of request. f. Compliance Standards: • For a Medicare and Medicaid programs, Company must upload Company, driver, and vehicle information into SafeRideManager® as part of the onboarding compliance process. Company shall update this information no less than bi-annually, or in accordance with program requirements. • Company must provide notice to SafeRide of any complaints or grievances within 24 hours of receipt of the information. • Company must alert SafeRide to vehicle accidents or passenger injuries within the following time periods: • Accident with injury — Notification within 1 hour ■ Incident with injury - Notification within 1 hour • Accident without injury — Notification within 24 hours • Incident without injury — Notification within 24 hours • Company must alert SafeRide to non -compliant vehicles or drivers within 24 hours of discovery of non-compliance. A. Standards Upon prior, written notice from SafeRide, Company shall allow for inspections of its vehicles by SafeRide or Client representatives, accreditation bodies, or by authorized government officials, including, but not limited to, the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services, the DOI, and applicable State or federal agency(ies). Company agrees to provide, in a timely and complete manner, documents, data or other information as may be required to evidence compliance with this Agreement and applicable law. Company shall ensure that: a. Drivers shall: i. be at least 21 years old or as is required by applicable law in the market serviced; ii. have a valid driver's license for the vehicle operated and be able to safely operate such vehicle and any associated equipment; iii. know the geography and be able to manage the conditions of the required driving environment; iv. have not had more than one accident or two moving violations in the previous three years; v. not have had a driver's license suspended or revoked in the previous five years; vi. have passed background checks and drug screens in accordance with standards set forth in Federal 49 CFR Part 382, as well as standards for medical transportation proscribed by state and local authorities and laws; vii. prohibit smoking in vehicles passengers and post "no smoking" signs in vehicle interiors which are readily visible to passengers; viii. not eat while transporting passengers; ix. not allow friends or family to ride in the vehicle while transporting passengers, unless authorized by SafeRide; x. allow service animals in their vehicles; xi. ensure passengers enter and exit the vehicle in unobstructed and safe locations. Drivers must provide assistance to passengers entering and exiting, when needed, and ensure doors are closed before vehicle is put in motion; xii. safely secure folding wheelchairs and walking aids; DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 EXHIBIT D DIVISION OF RESPONSIBILITIES The table below illustrates the division of responsibilities for key services in a typical fully managed Medicare or Medicaid program. However, each program is unique and delivered in accordance with local market regulations and the needs of our client (who for example may have their own care navigation teams booking rides). Healthcare Organization SafeRide NEMT/Com an Acce t Transportation request from member X Determine elijzibility of member X Authorize transport for member X Determine appropriate transport type (NEMUL ft X Determine appropriate transport mode (Ambulatory, Wheelchair, etc) X Schedule / update transportation requests X Accuracy of transport information (times, dates, addresses, etc. X Pay SAFERIDE for transport X Provide transport booking, management and real-time monitoring system X Develop / maintain transport network X Pay transport network X Capture and maintain ride data, billing data, rating data and patient analytics X Provide transport X Provide required encounter data for billing / reimbursement X Name SafeRide as add'1 insured on CGL policy, automotive policy X Driver and Vehicle Oversight (ensure licensing, insurance, and training requirements meet state / X contractual requirements) Maintain service level requirements X Company will provide SAFERIDE access to all X HIPAA-related materials Encounter data and complaint reporting X 14 r—os �Q DocuSign Envelope ID: AA057261-E0534259-B300-667A6BD5ACC0 ADDENDUM I TO EXHIBIT C FORM OF RATE CARD 13 r--DS DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 EXHIBIT C TRANSPORTATION RATE CARD AND REIMBURSEMENT 1. Term of rates paid hereunder: Rate cards, the form of which is attached to this Exhibit C, once approved by SafeRide are binding for 12 months from the approval date of such rate card. SafeRide and the Company, however, may re -negotiate this rate at any time, for additional volume, additional clients or additional scope (e.g., PUI/ COVID 19 transport rates). 2. Rate reimbursement details: a. For Transportation Services approved by a Client under a SafeRide Program, Company agrees to accept payment of the rates in effect at the time, qualified by the following: i. SafeRide shall not be obligated to pay for Transportation Services that have not been approved by SafeRide, or a Client's authorized personnel. Additional charges (e.g. stair charges or oxygen tanks), if allowed by the Client, shall be processed in SafeRide's sole discretion. ii. SafeRide will pay the selected transport mode (e.g., Wheelchair) as identified in the SafeRideManager@ platform. Changes made outside of the platform are not eligible for payment by SafeRide. iii. SafeRide shall pay the pre -approved loading fee and mileage identified as the most direct route as according to SafeRide's platform (powered by MapBox /Google Maps). In the event of a discrepancy, Company may request to have a ride's mileage confirmed or reviewed prior to the submission of a claim for payment. iv. Unauthorized and undisclosed changes to rate cards made by Company or Users for SafeRide Programs shall be a material breach and grounds for immediate termination of this Agreement. v. Company acknowledges and agrees that SafeRide has no obligation to bill or collect from riders or CMS for Transportation Services provided hereunder. vi. Company shall provide ride data and claims data in a format defined by SafeRide. SafeRide shall not be obligated to pay for claims submitted after thirty (30) days after the actual trip date. For Transportation Services provided under a SafeRide Medicaid program, Company shall provide ride data and claims no later than ninety-five (95) days following the actual trip date. vii. SafeRide shall pay claims within 30 calendar days of the adjudication date of a properly completed invoice from Company, which shall include accurate ride and claims data. viii. When required by Medicare, Medicaid or instructed by SafeRide, Company must provide pick up and completion time stamps for all rides. Claims for rides without this data will not be reimbursed by SafeRide. Claims that are denied for missing information will be promptly returned to Company by SafeRide. Any such claims may be resubmitted with the missing information for payment so long as each is filed within the time periods set forth in Section 2.vi. above. ix. Company must utilize SafeRideManager®, for dispatch only or dispatch and the driver mobile application, for no less than ninety-five percent (95%) of Transportation Services provided under SafeRide Programs if average weekly volume exceeds 25 rides -per -week. 3. For Transportation Services under Non-SafeRide Programs (ie. a school system), Company acknowledges and agrees that it is responsible for billing and collecting payment from such third parties. SafeRide will capture and maintain data set forth above, but Company must access and process its own invoicing and billing for Transportation Services rendered to such third parties. 12 e-DS JA DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 6. 'For Services provided under SafeRide Program, there shall be no cost to Company for dispatch of those program rides, however, certain SafeRideManager@ features may be locked. 7. For transportation services provided by Company to riders outside of a SafeRide Program ("Non-SafeRide Program'), SafeRideManager@ may be utilized by SafeRide's Premier Companies. Premier status is by SafeRide's invitation only. Upon obtaining Premier status, Company shall a. be permitted to dispatch up to 100 rides per -day for Non-SafeRide Programs at no cost; b. Rate cards for rides associated with Non-SafeRide Programs may be set by Company; and c. Certain SafeRideManager features may remain be locked. 8. To unlock a SafeRideManager@ feature or perform over 100 rides per day for Non-SafeRide Programs, contact network@saferidehealth.com. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SAFERIDE PROVIDES THE SERVICES, AND SAFERIDEMANAGER@ "AS IS", AND "WHERE IS." SAFERIDE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING SERVICES OR SAFERIDEMANAGER@ AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT OF THIRD -PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Further, except as otherwise expressly provided in this Agreement, SafeRide makes no warranties regarding the quality, reliability, timeliness or security of the Services or SafeRideManager® or that the Services or SafeRideManager® will be uninterrupted or error free. SafeRide assumes no responsibility or liability for the deletion or failure to store, or to store properly, electronic data other than as required of it by law. Company and Users assume the risk in downloading or otherwise accessing any data, files or other materials obtained from third parties by means of SafeRideManager®. 11 e -DS JA DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 EXHIBIT B SAFERIDE SERVICES A. SafeRideManager® I. License. During the Term and subject to the terms and conditions contained herein, SafeRide hereby grants to Company, a nonexclusive and nontransferable license to use SafeRideManager® for its own use and those of its Users, and for only for those purposes contemplated herein. As used herein, "User" shall mean, and include, a Company employee or agent or other person or entity identified by Company as a permitted user under this Agreement. 2. SafeRide shall maintain SafeRideManager® in accordance with applicable law, as a safe and secured host environment. 3. SafeRide may, from time -to -time, upgrade and/or modify SafeRideManager's® features and functionality. Company shall monitor SafeRideManager® and the Website from time to time for upgrades and/or modifications and shall be responsible for notifying Users of such modifications within five (5) business days. 4. SafeRide retains all right, title and interest, in, and to, SafeRideManager®. All software, source and object code, specifications, designs, processes, techniques, concepts, improvements, discoveries, and inventions (whether patentable or not) made or developed in connection with the Services and SafeRideManager® shall be the sole and exclusive property of SafeRide. 5. If SafeRide suspects, or is aware of, unlawful or inappropriate use of SafeRideManager® by Company or a User, or a use in violation of the Website Terms of Service, SafeRide shall attempt to notify Company of such inappropriate use in order for Company to remedy such inappropriate use. If the inappropriate use is not discontinued, SafeRide may, in its sole discretion, immediately suspend or terminate the provision of Services and access to SafeRideManager® by Company and its Users. B. Set u_p. deployment and implementation services 1. SafeRide will utilize technical information and requirements information provided by Company for set-up, implementation and deployment. Company is responsible for accuracy of information provided to SafeRide. 2. SafeRide shall perform initial account set up and provide initial training for Users of SafeRideManager®. SafeRide shall provide telephonic, email and video conferencing support. Company shall assist as needed during the set-up configuration and training. 3. SafeRide is available to provide up to two (2) training sessions on the System at no additional cost. Subsequent training sessions will be provided at the discretion of SafeRide and additional fees may be charged for each additional training session. 4. Ongoing telephonic and email support will be provided between the hours of 7:00am to 5:00 pm Pacific Standard Time Monday through Friday, with the exception of federal holidays. SafeRide reserves the right to revise this schedule in its sole discretion. 5. Company shall maintain the following: Mobile: Apple IOS (11.0 or higher) or Android (6.0 or higher) Operating System: Windows (7 or higher) or MAC (10.10 or higher) Browsers: Internet Explorer (10 or higher), Chrome (50 or higher) or Safari (10 or higher) High Speed Internet Connection — Recommended P-DS 10 JA DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 xiii. not touch passengers except as appropriate and necessary to assist the passenger into a seat or to secure the seatbelt, or as necessary to render first aid for which the driver has been trained. Drivers must request permission from the passenger prior to touching the passenger. xiv not make sexually explicit comments or solicit favors, medications, or money from passengers; xv. not accept responsibility for passenger's personal items; xvi. not allow firearms or other weapons, unauthorized controlled substances, or highly combustible materials to be transported in the vehicle; xvii. check their vehicle to ensure that all passengers have vacated the vehicle at the end of the trip; xviii. ensure vehicles meet State, Federal, local, and manufacturer's safety and mechanical operating and maintenance standards and shall comply with the American's with Disabilities Act (ADA); xix. have no prior convictions for substance abuse, sexual abuse, felonies or violent crime; xx. not use prescription medications that impact the ability of the driver to perform his or her duties; xxi. not operate a vehicle while impaired, including by the use of alcohol or narcotics, or use illegal drugs, at any time; xxii. wear, or have visible, easily readable and proper identification; xxiii. not use mobile devices (including texting) or headphones while the vehicle is in motion; xxiv. utilize child safety seats when transporting children under age five or age as defined by applicable laws. Drivers shall not place children in child restraint seats in the front seat of a vehicle. xxv. possess medical certifications or specialty training required by federal law and the laws of the state in which services are provided for NEMT driver training, including: • Passenger sensitivity and customer service; • Vehicle safety; • Passenger loading/unloading and securement; • Defensive driving techniques; Service area familiarization; • Accident and emergency procedures, and • Operation of a vehicle of the type to be driven. b. Vehicles shall: i. Be maintained in compliance with applicable federal and State regulatory requirements; ii. be equipped with a two-way communication system linking all vehicles used in delivering the Transportation Services with the Company's major place of business; iii. carry an information packet containing up-to-date vehicle registration, insurance card and accident procedures and forms; iv. be equipped with a complete first -aid kit; v. have functioning, clean and accessible seat belts for each passenger seat position; vi. have, at a minimum, the following in good working order: brakes, tire, tread, turn signals, and horn; vii. have a clean passenger compartment, free from torn upholstery, floor, or ceiling covering, damaged or broken seats, protruding sharp edges; viii. have a functioning speedometer, odometer, heating and air-conditioning systems; and ix. have the Company's name, vehicle number (if applicable), and phone number prominently displayed within the interior of the vehicle. DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 EXHIBIT E This Subcontractor Business Associate Agreement ("Agreemenf') is made and effective the 7th day of J u n e. 2021 ("Effective Date"), by and between SafeRide, Inc. ("Business Associate") and ("Subcontractor") (each a "Party" and collectively, "Parties"). city of Lubbock, - x RECITALS WHEREAS, both Parties desire to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 as amended by the American Recovery and Investment Act of 2009 ("HIPAA"), and implementing regulations which are codified at 45 C.F.R. Part 160, 162 and 164, as such regulations may be amended from time to time and the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 and implementing regulations and guidance issued by the Secretary, as may be amended from time to time ("HITECH") (collectively referred to hereinafter as the "HIPAA Standards"); and WHEREAS, such HIPAA Standards require Business Associate to enter into a Subcontractor Business Associate Agreement with its Subcontractors that provide or assist Business Associate with a function or activity which may involve the use or disclosure of protected health information ("PHI"); WHEREAS, the Parties entered into an arrangement whereby Subcontractor provides services to Business Associate related to services Business Associate is performing for Covered Entities involving Protected Health Information ("Services"). As a result, Subcontractor may create, receive, maintain or transmit Protected Health Information on behalf of Business Associate in fulfilling its obligations under the Services. Subcontractor qualifies as a "Subcontractor" and business associate under the Regulations. WHEREAS, Business Associate and Subcontractor agree to enter into this Agreement to ensure compliance with the HIPAA Standards including amendments thereto set forth in HITECH Act and applicable state laws. NOW, THEREFORE, in consideration of the Parties' continuing obligations to each other, compliance with the HIPAA Security and Privacy Rules and the HITECH Act, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement. 1. DEFINITIONS. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Standards: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Protected Health Information (PHI), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Standards, the HIPAA Standards in effect at the time shall control. 2. RESPONSIBILITIES OF SUBCONTRACTOR a. Use or Disclosure. Subcontractor shall not use or disclose PHI other than to perform the Services or as Required By Law. b. Compliance with the HIPAA Security Regulations. Subcontractor agrees to use appropriate, commercially reasonable safeguards to prevent use or disclosure of PHI. C. Mitigation. Subcontractor agrees to mitigate harmful effects of a use or disclosure of PHI. d. Reporting. Subcontractor agrees to report to Business Associate within thirty (30) business days from the date Subcontractor knew or reasonably should have known i) use or disclosure of PHI not permitted by this Agreement, ii) Security Incidents of which Subcontractor becomes aware or iii) Discovery of a Breach of Unsecured PHI. Security Incident" means a successful unauthorized access, use, disclosure, modification or destruction of PHI. The Parties acknowledge and agree that this Section 2.d constitutes notice by the Parties of the r--D 15 S JQ DocuSign Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 ongoing occurrence of attempted but Unsuccessful Security Incidents which shall include, but not be limited to, pings and other broadcast attacks on Subcontractor's firewall, port scans, unsuccessful log -on attempts, denials of service, malware such as worms or viruses and any combination of the above, so long as such incidents do not result in unauthorized access, use or disclosure, modification or destruction of PHI. e. Subcontractors and Agents. Subcontractor shall not assign or further subcontract Services. f. Access to PHI. If Subcontractor maintains PHI in a Designated Record Set, Subcontractor agrees to provide access to such PHI to Business Associate or its designee within thirty (30) days of Business Associate's written request to allow Business Associate to meet HIPAA requirements. If an individual requests access to PHI from Subcontractor, Subcontractor shall promptly notify Business Associate so that Business Associate can respond directly to such individual. g. Amendment of PHI. Upon receipt of a written request by Business Associate for the amendment of an individual's PHI contained in a Designated Record Set, Subcontractor shall provide such information to Business Associate for amendment, within thirty (30) days of receipt of written request from Business Associate, and if applicable, incorporate such amendments to such PHI. If an individual requests amendment to PHI directly from Subcontractor, Subcontractor shall notify Business Associate so that Business Associate can respond directly to such individual. h. Records. Subcontractor shall make its internal practices, books, and records relating to the Use and Disclosure of PHI received from Business Associate, or created by Subcontractor for Business Associate, available to the Secretary in order to determine compliance with HIPAA Standards. i. Documentation of Disclosures. Subcontractor agrees to document Disclosures of PHI, if any, and related information related so Business Associate may respond to a request by an Individual for an accounting of Disclosures. j. Accounting of Disclosures. Within thirty (30) days of receipt of written notice from Business Associate that it has received a request by an individual for an accounting of Disclosures of PHI, Subcontractor agrees to provide such information as necessary for Business Associate to satisfy its obligations under HIPAA. k. Prohibition on Sale of PHI. Subcontractor shall not sell PHI. 1. Minimum Necessary Use and Disclosure. In performing the Services that involve the use of PHI, Subcontractor agrees to limit PHI to the minimum amount of information necessary to perform Services. 3. PERMITTED USES AND DISCLOSURES BY SUBCONTRACTOR a. General Use and Disclosure Provisions. Subcontractor may use PHI only in connection with Services. b. Specific Use and Disclosure Provisions. (1) Subcontractor may only use PHI for management and administration or to meet its legal responsibilities, provided, however, that PHI may only be disclosed if the disclosures are required by law. (2) Subcontractor will notify Business Associate if the confidentiality of PHI been breached. (3) Subcontractor may use and disclose PHI to report violations of law to appropriate Federal and State authorities. (4) De -Identification. Subcontractor may de -identify Protected Health Information, provided that such de -identification is performed in accordance with HIPAA. Such de -identified information is no longer deemed PHI under HIPAA Standards. 4. OBLIGATIONS OF BUSINESS ASSOCIATE a. Business Associate shall notify Subcontractor in writing of changes in, or revocation of, permission by Individual to use or disclose PHI, if changes affect Subcontractor's permitted or required uses and disclosures of PHI. b. Business Associate shall notify Subcontractor in writing of restrictions to the use of PHI that it has agreed to or is required to abide by in accordance with HIPAA if such restriction affects Subcontractor's use of PHI. c. Business Associate shall not request Subcontractor impermissibly use or disclose PHI. 5. TERM AND TERMINATION 16 r-DS JI,n DocuSlgn Envelope ID: AA057261-E053-4259-B3D0-667A6BD5ACC0 a. Term. This Agreement will commence upon the Effective Date and will continue as long as Subcontractor has use, custody or access to PHI subject to this Agreement, and thereafter for the period required by the Regulations. b. Termination for Cause. Upon either Parry's knowledge of a material breach by the other Party, the terminating Party shall notify the other Party in writing and provide an opportunity for the breaching Party to cure the breach within thirty (30) days of such notice. If a cure is not reasonably possible, the terminating Party may immediately terminate this Agreement and the Services Agreement, upon written notice to the other Party. c. Effect of Termination. Upon termination of this Agreement, Subcontractor shall return or destroy (as directed by Business Associate) PHI received from Business Associate. Subcontractor shall not retain copies of PHI. If Subcontractor determines that returning or destroying PHI is infeasible, Subcontractor shall extend the protections of this Agreement to such PHI for so long as Subcontractor maintains such PHI. 6. MISCELLANEOUS a. Survival. The respective rights and obligations of Business Associate and Subcontractor under Sections 2, 5, 6 and 7 hereunder will survive the termination of this Agreement. b. Notices. Except as otherwise agreed to in this Agreement, notices hereunder must be in writing and delivered personally or sent by certified mail, return receipt requested, to the addresses in the signature blocks below. c. Interpretation. Ambiguity in this Agreement will be resolved in a way that permits Business Associate (and Covered Entities to which Business Associate is a business associate) to comply with HIPAA, the Regulations, and other applicable law, including HITECH and regulations promulgated thereunder. d. No Third -Party Beneficiaries. This Agreement does not create third -party beneficiary rights. e. Waiver. No waiver of liability or obligation hereunder by a Party will be deemed a waiver of other liabilities or obligations. f. Independent Contractors. Each of the Parties are independent contractors. Nothing herein will make them partners or joint venturers or make Subcontractor an agent of Business Associate. g. Entire Agreement. This Agreement represents the Parties' sole agreement concerning the subject matter herein and supersedes previous drafts, understandings or communications. h. Representations and Warranties. Subcontractor warrants and represents that it is in compliance with the Security Rule and the provisions of the Privacy Rule that apply to business associates. IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. BUSINESS ASSOCIATE SUBCONTRACTOR Oocuftned by. By: By.�Qf�cwso�. Its: Its: ciyt Manager Address: Address: 1314 Avenue K, Lubbock, TX 79401 17 i-^^ D5 J� DocuSign Envelope ID: AA057261-EO53-4259-8300-667A6BD5ACCO TRANSPORTATION RATE CARD (PROVIDER ONLY) TRANSPORTATION COMPANY: Cidbus SAFERIOE PROGRAM: Superior HealthPlan SERVICE AREA (COUNTIES): Lubbock DATE: 05/26/2021 Patient Assistance Mlles Incl. in Fee PerAdo Mlle Transportation Mode Lintel Loading Fee Lzeadhos Fee Mil Ambulatory Basic $20.00 0 $2.00 Ambulatory Basic SO.00 0 $0.00 Wheelchair Basic S30.00 0 $2p0 Lheelchair Basic SD.DB 0 S0p0 Wheelchair-I(L 1>34'Bass) Basic S3000 0 SLOB MaelchaingL(Nd' Basel Basic $0.00 0 $0.00 Hours of Operation Type Hours(Seoln) Hours fEnd) O Ii ') O (End) Nutest Operating Noun 6:OOAM B00 PM Monday Saturday Houn during which provider performs rides ischeduled rides backed before 6:00pm day prior) Dispatch Haurs 6:00 AM 8.00 PM Monday Friday Hours during which alive dispatcher is available to take salts and book on -demand ride- AMerHours (Me may apply) 8:30 PM 400AM Monday Sunday Hours duringwhich provider charges an extra fee (ifopplicable) Random lame: 'NEMN mun make a mod WON eMM to mean, tea mpueated pinup time At mampon awned by Goad samem an hot and patients an assumed ON R evmpt uninr m dmamd omervAte by th a talent AMENDMENT TO TRANPORTATION SERVICES AGREEMENT THE AGREEMENT(S) TO WHICH THIS AMENDMENT IS ATTACHED IS/ARE HEREBY AMENDED TO INCORPORATE THE FOLLOWING TERMS, CONDITIONS AND PROVISIONS AND ANY CONFLICTING TERMS, CONDITIONS OR PROVISIONS IN THE FORGOING ATTACHED AGREEMENT ARE NULL AND VOID AND OF NO EFFECT, IN FAVOR OF THE FOLLOWING: Parties The contracting party is the City of Lubbock, Texas, 1314 Avenue K, PO Box 2000, Lubbock, Texas 79457-2000 and any and all legal notices to the City of Lubbock shall be sent to the City Secretary at that address. The parties acknowledge and affirm that no department of the City of Lubbock has the legal authority to enter into any contract of any type or nature in the name of the department or to accept any legal notice on behalf of the City of Lubbock. Funding The Parties understand and acknowledge that the funding of this Agreement is contained in each Party's annual budget and is subject to the approval of each Party in each fiscal year. The Parties further agree that should the governing body of any of the Parties fail to approve a budget which includes sufficient funds for the continuance of this Agreement, or should the governing body of any of the Parties fail to certify funds for any reason, then and upon the occurrence of such event, this Agreement shall terminate as to that Party and the Party shall then have no further obligation to the any other Party. When the funds budgeted or certified during any fiscal year by a Party to discharge its obligations under this Agreement are expended, any other Party's sole and exclusive remedy shall be to terminate this Agreement. If this agreement is between governmental entities, as defined by Chapter 791 of the Texas Government Code, each party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying party. Venue and Applicable Law This Agreement is subject to all present and future valid laws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas and the Parties, and any other regulatory body having jurisdiction. This Agreement shall be construed and govemed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. Rights and Remedies Reserved The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, the former shall control. Public Information This Agreement is public information. To the extent, if any, that any provision of this Agreement is in conflict with Tex. Gov't. Code Ann. Chapter 552 et seg., as amended (the "Texas Public Information Act") the same shall be of no force and effect. Page 1 of 2 No Third -Party Beneficiaries This Agreement is entered solely by and between, and may be enforced only by and among the Parties. Except as set forth above, this Agreement shall not be deemed to create any rights in or obligations to any third parties. No Personal Liability Nothing in this Agreement is construed as creating any personal liability on the part of any employee, officer or agent of any public body that may be a party to this Agreement. No Joint Enterprise This Agreement is not intended to, and shall not be construed to create any joint enterprise between or among the parties. No Indemnification by City The parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the City is invalid. Compliance with Chapter 2270, Subtitle F, Title 10, Texas Government Code SafeRide warrants that it is in compliance with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that: (1) it does not boycott Israel; and (2) it will not boycott Israel during the term of the contract. Sovereign Immunity Acknowledged and Retained THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY OPERATION OF LAW. THE CITY OF LUBBOCK RETAINS ALL GOVERNMENTAL IMMUNITIES. AGREED: F�O�R TTHE CI OF LUBBOCK, TEXAS: FOR SAFERIDE: `�— ; -- W. Jarrett Atkinson, City Manager Whit Schrader Name and Title Date: /-- Date: May 25 2021 The person signing on behalf of the vendor represents and warrants that he/she has sufficient authority to bind the vendor and enter into this amendment to the underlying agreement. Page 2 of 2 SafeRide, Inc. 6125 Washington Blvd, 2nd Floor Culver City, CA 90232 SafeRideHealth.com To all concerned, SafeRide Health understands that the agreement with Citibus is subject to ratification by the Lubbock City Council after the initial signing of the agreement. We look forward to working together as partners moving forward. Thank you. Chris Koenig Director of Network -Texas I SafeRide Health 210-557-2114