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HomeMy WebLinkAboutResolution - 2018-R0441 - Logisticare Solutions - 12/17/2018Resolution No. 2018-R0441 Item No. 6.10 December 17, 2018 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Transportation Provider Agreement and related documents for non -emergency medical transportation services, by and between the Citibus acting as the agent for the City of Lubbock and LogistiCare Solutions, LLC, a State of Delaware limited liability company. Said Transportation Provider Agreement is 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 December 17, 2018 DANIEL M. POPE, MAYOR ATTEST: Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: lee-1 Bill H erton, DManager APPROVED AS TO FORM: Ry/ Br ke s. stant City Attorney ccdocs/RES.Agreement — LogistiCare Solutions, LLC — Non -medical Transportation Services 12.5.18 Resolution No. 2018-RO441 TRANSPORTATION PROVIDER AGREEMENT This Transportation Provider Agreement (the "Agreement") is made by and between the City Transit Management Company, Inc., a Texas corporation, d/b/a Citibus (the "Provider"), acting as the agent of the City of Lubbock, a State of Texas home rule municipal corporation (the "City"), and LogistiCare Solutions, LLC, a State of Delaware limited liability company ("LGTC"), (each a "Party;" and collectively, the "Parties"), acting by and through the Parties' representative officers and officials, and is entered into by the Parties on necunher 17 , 2018 (the "Effective Date"). RECITALS WHEREAS, LGTC provides brokerage services for non -emergency medical transportation in the State of Texas pursuant to contracts with certain public agencies or private organizations (the "Client"); and WHEREAS, LGTC wishes to enter into agreements with qualified transportation companies for the provision of high -quality transportation services; and WHEREAS, the Provider is in the business of performing non -emergency medical transportation services and wishes to provide such services pursuant to the terms of this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made, the sufficiency of which is hereby acknowledged, the Parties agree as follows: AGREEMENT I. RESPONSIBILITIES OF LGTC. A. Process Transportation Requests. LGTC will receive transportation requests from LGTC customers (the "Members") or their agents, verify Member eligibility, schedule trips, submit daily trip requests to the Provider, verify billing information, and perform such other administrative functions as LGTC deems necessary to provide quality transportation to the Members. Notwithstanding anything herein to the contrary, LGTC shall be under no obligation to provide the Provider with a specific number of transportation requests. In the event that LGTC deems it necessary, and upon LGTC's provision of notice to and approval from the Provider, a trip request assigned to the Provider may be withdrawn by LGTC. B. Payments for Transportation. LGTC shall pay the Provider for the Provider's services as set forth in Exhibit A attached to this Agreement. The Provider shall not invoice or require payment from the Members or the Client for the Provider's services. C. Orientation. LGTC shall provide at least one (1) orientation session for the Provider's staff, which will be offered at the Provider's base of operations. The Provider is responsible for ensuring that it and its employees understand all requirements and procedures for the provision of services pursuant to this Agreement. Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 1 II. RESPONSIBILITIES OF PROVIDER. The Provider shall provide non -emergency medical transportation to Members and their escorts, attendants, and assistants as requested by LGTC in a manner to ensure the safety of all passengers. All transportation shall be performed in accordance with the terms of this Agreement. A. General Operational Requirements. 1. The Provider shall provide one or more of the following modes of transportation: ambulatory sedan or van, wheelchair van, stretcher van, or non -emergency ambulance. 2. The Provider must be enrolled as an active Texas Medicaid provider and shall remain compliant throughout the duration of this Agreement with all Medicaid program requirements related to the services contemplated under this Agreement. 3. The services contemplated under this Agreement will be provided in at least those geographic service areas identified in writing by Provider to LGTC. 4. The Provider shall establish and maintain both a telephone line and fax line for LGTC to contact the Provider. Fax lines shall be equipped with a fax machine that provides reasonably unrestricted access to LGTC to send faxes to the Provider. The Provider shall receive trip reservations via fax or secure website from LGTC each day and confirm the receipt thereof in a form acceptable to LGTC. For same day or urgent medical appointments, including hospital discharges, the Provider shall accept reservations and job numbers from LGTC by telephone. 5. The Provider may reroute trip assignments at least twenty-four (24) hours prior to the scheduled pick-up time to allow LGTC to make alternative arrangements. This requirement only applies to trip reservations that have been submitted to the Provider at least thirty-six (36) hours prior to the scheduled pick-up time. In the event that the Provider does not provide twenty-four (24) hours prior notice and LGTC must make, as a result of the short notice, premium price alternate no greater than ten percent (10%) of the current Provider rate, the Provider may be responsible for additional charges incurred by LGTC, as long as such charges are approved in writing by the Provider. This provision does not apply to cases of emergency, an act of God, service interruptions, or any other issue outside the control of the Provider. 6. The Provider shall promptly inform LGTC if a Member is assigned to an improper level of service (i.e., ambulatory patient assigned to a wheelchair trip, or wheelchair bound patient assigned to an ambulatory trip). 7. The Provider, upon consultation with LGTC, may refuse to transport any person who, in the judgment of the Provider, is a threat to the health, safety, or welfare of either Provider's employees or other Members, or prevents or inhibits the vehicle from being operated in a safe manner. If in the reasonable judgment of Provider, or the Provider's driver, the appropriate law enforcement agency may be contacted by the Provider or Provider's driver to address the issues contemplated in this subsection. 8. The Provider shall participate in LGTC's quality assurance plan, which may include discussing the Provider's performance in the delivery of transportation and confirmation that Members are delivered to medical appointments. The Provider agrees to assist in the development of corrective action plans and cooperate with all data collection that may be requested to monitor the results of such corrective action plans. Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 2 9. The Provider shall utilize only drivers and vehicles that are registered with and pre -approved by LGTC to perform services under this Agreement. The Provider agrees that no payment will be made for any trips performed by drivers or vehicles not pre -approved. B. Representations and Warranties. The Provider makes the following mutual material warranties to LGTC: 1. The Provider warrants that it has never been terminated from participation in any state Medicaid or Medicare program or been determined to have committed Medicaid or Medicare fraud. 2. The Provider warrants that it has not been excluded from participation in Federal health care programs under either Section 1128 or 1128A of the Social Security Act. 3. The Provider warrants that it has and shall maintain throughout the term of this Agreement all licenses and certificates required by any federal, state, county, and local government, including but not limited to all licenses, registrations, or certificates required to provide transportation for hire. Within a reasonable time of a request from LGTC, the Provider shall make the documentation considered in this subsection available to LGTC. 4. The Provider agrees to be bound by the mandatory terms and conditions contained in the contract between LGTC and its Client Medicare Advantage, but only to the extent that such mandatory terms and conditions are provided in writing to the Provider as defined terms and conditions of this Agreement and made a part of this Agreement by amendment. C. Insurance. The Provider shall maintain the following minimum levels of insurance throughout the term of this Agreement: 1. Vehicle Insurance. a. Multi -Passenger Vans and Wheelchair Vans: The required amount of insurance for the Provider under this Agreement is the greater of the amount required by the City ordinance for taxis or seven hundred fifty thousand dollars ($750,000) per occurrence per accident. The insurance policy must specify either "Any Auto" or symbols "2", "8" and "9". b. Ambulances: The required amount of insurance is the greater of the amount required by the City ordinance for ambulances, State law, or one million dollars ($1,000,000) per occurrence per accident. 2. Comprehensive General Liability Coverage. The Provider shall maintain five hundred thousand dollars ($500,000) of comprehensive general liability coverage, with "Broad Form" coverage, including liabilities for sexual abuse and molestation. 3. Workers' Compensation. The Provider shall maintain Workers' Compensation Insurance as required by the State of Texas throughout the term of this Agreement. 4. Additional Insurance Requirements. a. All insurance coverage, except Workers' Compensation, shall name LogistiCare Solutions, LLC and the Client as "Additional Insured" and shall be primary with respect to Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 3 claims and co-insurance determinations. All insurance policies must include a waiver of subrogation in favor of the Texas Health and Human Services Commission (the "HHSC"). b. Upon executing this Agreement, the Provider shall submit to LGTC certificates of insurance from its agent or carrier listing LogistiCare Solutions, LLC and the Client as "Additional Insured" and listing LogistiCare Solutions, LLC as a "Certificate Holder", as well as waiver of subrogation endorsements in favor of the HHSC. c. Insurance policies shall indicate that LGTC will be informed in writing at least thirty (30) days prior to any termination of or change in insurance coverage. d. The certificate of insurance submitted to LGTC shall describe the Provider's business as "for hire transportation," confirm that the comprehensive general liability policy provides coverage for sexual abuse and molestation and shall confirm that the vehicle insurance policy provides coverage for "Any Auto" or symbols "2", "8" and "9". e. The Provider shall submit additional certificates of insurance from its agent or carrier immediately upon the renewal of or any change to its insurance coverage. L With the Provider's prior written authorization, LGTC may communicate directly with the Provider's insurance agent or carrier to confirm details or obtain clarification of Provider's insurance coverage or policy terms. D. Indemnification. 1. TO THE EXTENT ALLOWED BY LAW, THE PROVIDER SHALL INDEMNIFY LGTC FROM ANY JUDGEMENT OR AWARD OF DAMAGES DELIVERED AGAINST LGTC THAT IS CAUSED WHOLLY OR IN PART BY ANY INTENTIONAL OR DELIBERATE ACT OR OMISSION OF THE PROVIDER DIRECTLY CONNECTED WITH THE PROVIDER'S PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT. TO THE EXTENT ALLOWED BY LAW, ALL DIRECT REASONABLE COSTS TO LGTC FOR THE SUCCESSFUL ENFORCEMENT OF THIS INDEMNIFICATION PROVISION SHALL BE BORNE BY THE PROVIDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE RESPONSIBLE FOR THE INDEMNIFICATION OF THE OTHER PARTY'S NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. IF THE PARTIES ARE CONCURRENTLY NEGLIGENT, THEN TO THE EXTENT ALLOWED BY LAW, EACH PARTY'S LIABILITY SHALL BE LIMITED TO THAT PORTION OF NEGLIGENCE ATTRIBUTABLE TO IT AS DETERMINED UNDER THE APPLICABLE PROPORTIONATE RESPONSIBILITY RULES OF THE STATE OF TEXAS. 2. TO THE EXTENT ALLOWED BY LAW, THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE PROVIDER'S AUTHORITY TO INDEMNIFY AND HOLD HARMLESS ANY THIRD PARTY IS GOVERNED BY THE TEXAS CONSTITUTION, AND ANY PROVISION WHICH PURPORTS TO REQUIRE INDEMNIFICATION BY THE PROVIDER IS INVALID. E. Maintenance of Records. The Provider must maintain all records related to this Agreement for the entire term of this Agreement and until such time thereafter as LGTC has confirmed to the Provider that such records may be destroyed. The Provider agrees to make its records available upon request to the employees, agents, or contractors of any state or federal agency authorized to conduct compliance, regulatory, or program integrity functions on the provider, person, or the services rendered by the Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 4 Provider or person, or any agent, contractor, or consultant of any State or Federal agency or division. In addition, the Provider must meet all requirements of 1 TAC, Part 15, §371.1643(f). F. Independent Contractor. The Provider's relationship with LGTC is solely that of an independent contractor and nothing in this Agreement or otherwise shall be construed to create any employer -employee, principal -agent, joint venture, partnership, or any other type of relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of this Agreement. The Provider is solely responsible for the management, compensation, and payment of its employees and subcontractors, including payment of employment related taxes and insurance such as workers' compensation and unemployment insurance. G. Assignment. Neither Party may assign, transfer, delegate, consign, or convey to any other person or entity its rights and responsibilities under this Agreement without the express written consent of both Parties. Any attempted unauthorized assignment by either Party shall be null and void. H. Confidentiality and Open Records. The Provider shall use its best efforts to treat all information obtained by it through its performance under this Agreement as confidential, and shall not use any information so obtained in any manner other than to discharge its obligations under this Agreement. However, both Parties hereby acknowledge and understand that 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 seq., as amended, same shall be of no force and effect. III. TERM AND TERMINATION. A. Term. Unless terminated earlier according to the terms of provisions of this Agreement, the term of this Agreement shall be one (1) year from the Effective Date (the "Term"). The Term may be extended for up to two (2) additional one (1) year extensions upon the approval of the City Manager of the City, with such extensions being subject to the same termination provisions of the original Term. B. Termination. 1. Either Party may terminate this Agreement without cause upon sixty (60) days prior written notice to the non -terminating Party. 2. Either Party may terminate this Agreement upon thirty (30) days written notice in the event of a material breach of this Agreement, provided that the non -breaching Party shall have first provided the other Party with written notice and description of the breach and ten (10) days to begin to take steps to cure the breach. 3. Either Party may terminate this Agreement immediately upon reasonable evidence that the other Party has engaged in illegal, threatening, or fraudulent activity, including but not limited to, falsifying trip logs or invoices, paying or offering to pay gratuities of kickbacks, or engaging in threatening verbal or physical conduct toward any entity or person associated with this Agreement. Transportation Provider Agreement— LogistiCare Solutions, LLC & Citibus — 2018-19 Page 5 IV. ADDITIONAL PROVISIONS. A. Non -solicitation. To the extent allowed by law, neither Provider nor LGTC shall solicit for employment any current employee of the other Party nor employ any former employee of the other Party for a period of one (1) year from the time any such employee terminates his or her position with the other Party. B. Notices. All written notices required by this Agreement shall be deemed delivered either on the date of receipt if personally delivered; on the day following mailing if sent postage prepaid by overnight mail through a nationally recognized overnight carrier; or, on the (3rd) third day following mailing if mailed postage prepaid certified return receipt requested. Such notices shall be sent to the following addresses, or to such other addresses as the parties may hereafter designate in writing: For LGTC: LogistiCare Solutions, LLC Attn: Compliance Department 1275 Peachtree Street, 6th Floor Atlanta, Georgia 30309 C. Amendments. For Provider: Citibus Attn: Chris Mandrell P.O. Box 2000 Lubbock, Texas 79457 This Agreement, including any Exhibits, may be amended only by a document in writing duly executed by an authorized representative of each Party. D. Dispute Resolution and Arbitration. If any claim or controversy arising out of or relating to this Agreement cannot be resolved by the Parties in the normal course of business, each Party shall designate a member of its senior management to meet to try to resolve the dispute. The Parties reserve their right to exercise any right or remedy available 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 Parties shall not be subject to any arbitration process prior to exercising their unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. If any conflict exists between this provision and another provision in or related to this Agreement, the former shall control. E. Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provision of this Agreement. Neither Party shall assert or claim that this Agreement or any provision hereof is void or voidable if such Party performs under this Agreement without prompt and timely written objection. F. Waiver. Any delay or omission by either Party to exercise any right or remedy under this Agreement shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder. Except as otherwise explicitly set forth herein, all of the rights of either Party under this Agreement Transportation Provider Agreement— LogistiCare Solutions, LLC & Citibus — 2018-19 Page 6 are cumulative and may be exercised separately or concurrently. LGTC hereby acknowledges that the Provider retains all of its applicable governmental immunities. G. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior oral or written agreements or understandings regarding the same subject matter. H. No Third Party Beneficiaries. The Parties acknowledge and agree that there are no third party beneficiaries to this Agreement. This Agreement shall not create a standard of care to be construed to be enforceable by a third party. Any breach of this Agreement or failure to abide by its terms shall not create a cause of action in a third party. I. Venue. THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORNIABLE IN WHOLE OR IN PART IN LUBBOCK COUNTY, TEXAS, THEREFORE, VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT SHALL BE EXCLUSIVELY IN LUBBOCK COUNTY, TEXAS. J. 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. K. Authority. The Parties represent and warrant that each has taken all actions necessary to authorize the signatory executing this Agreement to bind, in all respects, the signing Party to all terms and provisions of this Agreement and that such person possesses authority to execute this Agreement and bind the Party hereto. L. International Warranties. The Contractor warrants that it is in compliance with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that it does not boycott Israel, and that it will not boycott Israel during the term of this Agreement. Additionally, the Contractor acknowledges that Texas Senate Bill 252 prohibits the City from entering into a contract with a vendor that is identified by the Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. B Y THE SIGNA TURES OF THE PAR TIES BEL0W, EA CHENTERS INTO THIS AGREEMENT AS OF THE EFFECTIVE DATE. Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 7 SIGNATURES FOR PROVIDER: Daniel M. Pope, Mayor, City of Lubbock ATTEST: Be y Garza, City Secretary AS TO CONTENT: Chris Mandre , 'General Manager, Citibus AS TO FORM: �r. . Assi tan City Attorney FOR LOGISTICARE SOLUTIONS, LLC: Name (Signature) QLl &atr 62.-Z"Aw Name (Printed) Transportation Provider Agreement— LogistiCare Solutions, LLC & Citibus—2017-18 Page 8 EXHIBIT A RATES, INVOICING AND PAYMENT TERMS LGTC and the Provider hereby agree to the following terms for invoicing and payment of claims and for the re -submittal of denied claims. A. Rates 1. Only services specifically pre -authorized by, and for which a job number has been assigned to the Provider by LGTC, will be compensated. Rates shown in the table below are inclusive of and constitute billing of all applicable state and local sales and use taxes on transportation services. The Provider understands they are responsible to calculate and remit all applicable taxes on such services. The Provider agrees to provide proof of registration with taxing agencies and payment of such taxes upon request. Pricing for transportation performed by the Provider under the Agreement shall be as follows: Over 10 Class of Miles Miles Mile Miles $/N11 Ambulatory $25.00 $28.00 $29.50 $1.80 Wheelchair $28.00 $30.50 $33.50 $1.96 Ambulatory - EP $16.25 $18.20 $19.18 $1.17 Wheelchair - EP $18.20 $19.83 $21.78 $1.27 2. 2. To determine the payment amount, LGTC calculates mileage and Extra Passenger Ambi or WC status using proprietary or third party mapping software. Distances are measured as the shortest distance from the point of pick-up to the point of drop-off and rounded to the nearest whole number. Extra Passenger rates (the "EP Rates") apply when Provider picks up two (2) or more Members from the exact same address and drops those Members off at the exact same facility — the first (1 st) Member is paid at the regular applicable rate and the second (2nd) and each subsequent Member from the same address going to the same facility is paid at the EP Rate. Every mileage determination by LGTC, including the EP Rate, is subject to the Provider's review. If the Provider believes there to be a mileage error or Extra Passenger Ambi or WC status error, then the Provider will work with LGTC to correct such error. The performance of a trip does not constitute acceptance of the mileage provided by LGTC. 3. 3. The Provider shall only perform the services contemplated under the Agreement at the class of service requested by LGTC within the scope of the Provider's current fleet. B. Payment Terms 1. As a condition of payment, the Provider must submit accurate invoices, including properly completed trip logs, to LGTC within ninety (90) days of date of service. Time is of the essence with respect to providing prompt and accurate invoices. No payments will be made for services performed by non -compliant drivers or vehicles, including drivers or vehicles that are not registered with LGTC to provide services. Invoices not submitted within ninety (90) days of service will be subject to a ten percent (10%) reduction in the amount that would otherwise be due Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 9 under the invoice. Invoices submitted more than one hundred and eighty (180) days after date of service will be disallowed in their entirety. 2. Claims that are denied and returned to the Provider because of missing information may be resubmitted with the previously missing information. These claims shall be resubmitted within thirty (30) days of the date the claim is returned to the Provider. The Provider shall continue to perform its obligations hereunder regardless of any outstanding contested amounts. 3. If the Provider must first bill Medicare, then the ninety (90) day timeframe shall begin on the date of the denial of the claim by Medicare. 4. LGTC pays properly submitted uncontested invoices twice per month by check or electronic transfer within thirty days after submission. If a payment date falls on a weekend or holiday, payments will be made on the next working weekday. 5. No fee, charge, withholding, or reduction of payment contemplated under this Exhibit or in the Agreement shall be charged, assessed, levied, or in any way applied to the Provider without LGTC's provision of notice to the Provider. C. Invoice Requirements 1. Once per week, the Provider shall submit to LGTC all completed trip logs pertaining to the previous workweek, including the signatures of the applicable Members. Improperly completed trip logs will be returned to the Provider and payment will be denied for either the entire trip log or for individual trips reported thereon, whichever is applicable. Included with each batch of trip logs, the Provider shall submit a summary invoice that will include performance information. The Provider shall use trip log and summary invoice sheet forms that are provided by LGTC. LGTC reserves the right to modify the format of the trip log and summary sheet from time to time. The Provider may use alternative trip log or summary invoice sheet forms only with the express written consent of LGTC. LGTC may only modify the format of the trip log and summary sheet after it provides a fifteen (15) day prior written notification of such modification to the Provider. 2. Trip logs must be free of excessive changes. Changes on the trip log should be made with a single line through the text so that the original text remains visible (i.e., no whiteouts, blackouts or complete obscuring of original text). Any changes on the trip log should be dated and initialed by the driver. LGTC reserves the right to deny individual trips or entire trip logs that evidence excessive changes pending confirmation of the details of such changes with the Provider. D. Charges Against Invoices 1. LGTC may provide certain Provider -approved driver or attendant training or orientation services to the Provider free of charge. Such training and orientation services shall include materials distributed to the Provider or its employees, and such materials shall also be free of charge to the Provider. 2. In addition, LGTC has entered into an agreement with an independent credentialing company for nationwide access to credentialing and screening services for drivers. This company offers the credentialing required by LGTC at a highly competitive rate. If the Provider elects to use this independent credentialing company for such services to complete the necessary credentialing requirements the actual cost of such services (with no mark up or administrative fee applied by LGTC) shall be deducted from the Provider's invoice. Transportation Provider Agreement — LogistiCare Solutions, LLC & Citibus — 2018-19 Page 10