HomeMy WebLinkAboutResolution - 2014-R0276 - Transportation Services Subcontract - Lefleur Transportation - THHSC Transport - 08/28/2014RESOLUTION
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 Service Subcontract, by and between the
City of Lubbock and LeFleur Transportation of Texas, Inc., to provide transportation services as
administered by the Texas Health and Human Services Commission, and related documents.
Said Contract 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 August 28, 2014
ROBERTSON, MAYOR
AT'T'EST:
Rebe ca Garza, City Secret ry
APP1tOVED AS TO CONTENT:
Bill HgYwerton, AssAant City Manager
APPROVED AS TO FORM:
ity Attorney -Transactional
1RS.Contract-LeFleur Transp Sery Subcontract
8.14.14
TRANSPORTATION SERVICE SUBCONTRACT BETWEEN
LEFLEUR TRANSPORTATION OF TEXAS, INC.
AND
Citibus
THIS CONTRACT ("Contract") is dated as of 08/21/2014 and is entered into by and
between LeFleur Transportation of Texas, Inc. ("LeFleur°'), a Texas corporation, and Citibus,
("Subcontractor"), a Texas corporation, and together "the Parties".
I. RECITALS
1.1 LeFleur has entered into a contract with the State of Texas Health and Human Services
Commission ("HHSC") to provide nonemergency medical transportation services
("NEMT") to eligible Medicaid Clients in those Managed Transportation Organization
Region(s) ("Region") that LeFleur has been selected to serve as the Managed
Transportation Organization ("MTO") (referred to herein as the "HHSC Agreement").
1.2 LeFleur desires to engage Subcontractor to perform certain transportation services, as
described below, and Subcontractor desires to perform such services for LeFleur;
1.3 The Parties to this Contract are not considered Affiliates or Parties -in -Interest (as
defined in the HHSC Agreement);
1.4 LeFleur is committed to the coordination of quality, safe, timely and economical
transportation services; and
1.5 Subcontractor has represented that it has the necessary expertise, personnel, and other
resources, and is qualified to perform transportation services under this Contract.
NOW, THEREFORE, in consideration for the mutual promises and agreements set out herein, it
is mutually understood and agreed as follows:
II. DEFINITIONS OF WORDS AND TERMS
Unless otherwise specified in this Contract, all terms not otherwise defined shall have the same
meaning as those terms in the rules governing the Medical Transportation Program ("MTP") as
found in 1 Tex. Admin. Code § 380.101. Additionally, for the purposes of this Contract the
following definitions apply:
2.1 "Applicable Law" means all federal, state and local statutes, regulations, ordinances,
executive orders, decrees and court decisions binding upon the Parties.
2.2 "Authorization" means the procedure by which LeFleur grants advance approval for
Covered Services provided to Clients. An authorization number will accompany all trips
requested of Subcontractor.
2.3 "Covered Services" means those medical transportation services for which the Client is
eligible and which are authorized by LeFleur in accordance with the Authorization
procedures.
2.4 °Clients ° are Medicaid, Children with Special Health Care Needs ("CSHCN"), and
Transportation for Indigent Cancer Patients ("TICP") clients who do not have any other
means of transportation to covered, medically necessary health care services.
2.5 "Effective Date" shall be the date on which full execution of this Contract by all Parties is
completed.
2.6 "Exhibits" means all exhibits referenced herein and attached to this Contract, which are
incorporated by reference herein and constitute part of this Contract. Capitalized terms
not otherwise defined in such exhibits have the meaning as defined in this Article II. The
Exhibits to this Contract are:
a. Exhibit A — Compensation
b. Exhibit A-1- Rates
C. Exhibit B — Performance Requirements and Liquidated Damages
d. Exhibit C — Business Associate Agreement
2.7 "Managed Transportation Organization" a regional contracted broker defined by Texas
Government Code, Section 531.02414, or a local private transportation provider
approved by the commission to provide Medicaid nonemergency medical transportation
services; or any other entity HHSC determines meets the requirements.
2.8 "No show" means a term assigned to a trip when Subcontractor waits for the client ten
(10) minutes beyond the scheduled pick-up or return time. Following this ten (10) minute
wait, if the client does not board the vehicle, the client may be declared a no show for
the transportation service. The Performing Provider Manual details procedures for
handling "no shows."
2.9 "Performina Provider" means a provider of non -emergency medical transportation
services whom LeFleur has selected and who has been enrolled with HHSC's Claims
Administrator and has entered into an agreement with LeFleur to provide Covered
Services to Clients. Subcontractor is a Performing Provider and may be referred to
herein as a Performing Provider.
2.10 "Performing Provider Manual" means the manual established by LeFleur which shall
contain the written rules, policies, procedures, protocols or directives applicable to each
Performing Provider and are incorporated herein by this reference. LeFleur may modify
the Performing Provider Manual from time to time for the performance of services
hereunder. LeFleur will use reasonable commercial efforts to inform Subcontractor at
least ten (10) days in advance of any material changes to the Performing Provider
Manual. LeFleur may implement changes to the Performing Provider Manual without
Subcontractor's consent if such change is (1) required to comply with applicable federal
and State law and regulations, rules, policies and procedures of HHSC, or standards
governing the provision of Covered Services or (2) is applicable to all or substantially all
of the subcontractors in LeFleur's network and does not materially alter Subcontractor's
obligations pursuant to this Contract. Otherwise, changes to the Performing Provider
Manual are subject to the terms of section 8.4 of this Contract applicable to modifications
of this Contract. LeFleur shall make the Performing Provider Manual available to
Subcontractor via LeFleur's website and upon Subcontractor's request.
2.11 "Service Area° means that geographic area in which Subcontractor is authorized and
obligated to provide Covered Services under this Contract as set forth in Exhibit A.
III. GENERAL CONTRACTUAL TERMS AND CONDITIONS
3.1 Incorporation of HHSC Agreement. Services covered under this Contract shall be
performed in full compliance with the HHSC Agreement and the Texas State Plan for
Medical Assistance under Title XIX of the Social Security Act. All provisions of the HHSC
Agreement are incorporated herein to the fullest extent applicable to the service or
activity delegated pursuant to this Contract, including without limitation, the obligation to
comply with all applicable federal and State law and regulations, all rules, policies and
procedures of HHSC, and all standards governing the provision of Covered Services, all
record keeping and reporting requirements, and all obligations to maintain the
confidentiality of information, subject to section 6.8 herein.
3.2 Non -Compete. Subcontractor agrees that during the term of this Contract, Subcontractor
will not call on, solicit, divert, or take away, either directly or indirectly, either for itself or
for any other person, firm, or corporation, any of LeFleur's clients. For the same period
of time, Subcontractor will not perform any work for LeFleur's clients without the express
written permission of LeFleur. For the same one-year period of time, Subcontractor
agrees to refrain from directly or indirectly inducing to leave LeFleur's employment any
of LeFleur's employees or other persons associated with the representation of LeFleur.
3.3 Subcontractor's Performance. Subcontractor is responsible for performing all work and
services described herein in accordance with the terms and conditions of this Contract
and the HHSC Agreement. Subcontractor represents and warrants that it has or will
obtain all personnel and equipment required to perform the services hereunder prior to
executing this Contract.
3.4 Complaint Process. The Performing Provider Manual contains a complaint process that
Subcontractor shall utilize to address operational disputes with LeFleur.
3.5 Term. The initial term of this Contract shall begin on the Effective Date, and shall
continue for a period of one (1) year, unless terminated sooner pursuant to the terms
and conditions of this Contract. This Contract shall automatically renew upon each
anniversary date for one (1) additional year, provided that neither Party has exercised
termination rights under the terms provided herein.
3.6 Maintenance of Books and Records. Subcontractor shall maintain books, records, other
documents and data necessary and sufficient to document Subcontractor's compliance
with the requirements of this Contract, including but not limited to, dispatch and
scheduling records, operators' manifests and logs, operator rosters, drug-free workplace
policies, training records on behalf of the operators, vehicle maintenance records,
insurance records, complaints, and telecommunication metrics. Subject to Section 3.7
below, Subcontractor shall maintain such books, records, data, driving records and
documents according to generally accepted record -retention policies and as required by
LeFleur for a period of the greater of: (i) five (5) years following termination or expiration
of this Contract; (ii) until the resolution of all litigation, claim, financial management
review or audit pertaining to the Contract, or (iii) the period of time required by any
applicable federal, state, or local law.
On the request of LeFleur and/or HHSC, Subcontractor shall submit properly
authenticated books, records, other documents, including any internal audit reports,
data, or other satisfactory proof as to its compliance with the requirements of this
Contract. LeFleur and/or HHSC may also request that Subcontractor produce such
books, records, other documents and data as necessary to determine whether
Subcontractor has been properly compensated or whether an overpayment or erroneous
payment has been made to Subcontractor and Subcontractor shall produce such books,
records, other documents, and data. Subcontractor shall, on the request of LeFleur
and/or HHSC, provide access during customary business hours to inspect
Subcontractor's records, facilities and all vehicles used to provide services for this
Contract, including all vehicles owned and/or leased by Subcontractor or otherwise
provided by or owned by the operators of such vehicles.
3.7 Frew Requirements. The Consent Decree and Court Action Orders resulting from Frew,
et a/., v. Janek, et al., Civil Action No: 3:93CV65, ("Frew) directly impact the delivery of
medical transportation services Subcontractor delivers under this Contract to children
under age 21 who are enrolled in Medicaid. Subcontractor shall comply with all aspects
of Frew when providing services pursuant to this Contract. Immediately upon notification
by LeFleur, Subcontractor will be required to implement any new or corrective actions
required to maintain Frew compliance. These requirements may apply to any facet of
operations related to this Contract.
Pursuant to Frew, Subcontractor is required to maintain all documents related to children
under age 21 who are enrolled in Medicaid. Subcontractor shall retain such records until
LeFleur receives written authorization from HHSC that such records may be destroyed
and provides Subcontractor written notice of the same. The term document is broad and
encompasses the original and any draft or non -identical copy of any document, including
exhibits and attachments. The term document also includes any method of reducing or
recording information in written form, including but not limited to, a memo, letter, note,
post- it, drawings, graphs, charts, emails, electronic or videotape recordings, digital
signatures, computer disks, tapes or other forms of computer memory storage, and other
data compilations. Hard copy documents can be stored in a more convenient form (e.g.,
scanned computer image, microfiche). Provided the document in the new medium is
clearly decipherable and an exact duplicate (other than its medium of storage), the
original hard copy does not need to be retained. Records maintained by former
employees must be retained upon the employee's departure. All data and record
documents must be released to LeFleur and/or HHSC at the termination of this Contract.
3.8 Relationship of Parties. Subcontractor is an independent contractor of LeFleur. Neither
Subcontractor nor its employees, agents or officers are employees or agents of LeFleur
for any purpose. Subcontractor shall not, without the prior written consent of LeFleur,
enter into any contract or commitment in the name of or on behalf of LeFleur or attempt
to bind LeFleur in any respect whatsoever.
3.9 INDEMNIFICATION. FOR PURPOSES OF THIS SECTION, ALL REFERENCES TO
LEFLEUR SHALL ALSO INCLUDE HHSC, ITS SUBSIDIARIES AND SUCCESSORS,
AND THE STATE OF TEXAS.
SUBCONTRACTOR COVENANTS AND AGREES THAT, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, IT WILL INDEMNIFY, DEFEND, AND HOLD
LEFLEUR, AND ITS EMPLOYEES, VOLUNTEERS, SUBCONTRACTORS,
OFFICERS, DIRECTORS, AND AGENTS, HARMLESS FROM AND AGAINST ANY
AND ALL LIABILITIES, ACTIONS, DAMAGES, CLAIMS, DEMANDS, JUDGMENTS,
LOSSES, COSTS, EXPENSES AND SUITS RESULTING FROM, OR ALLEGED TO
RESULT FROM, ANY NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUBCONTRACTOR, AND ITS EMPLOYEES, OFFICERS, DIRECTORS AND
AGENTS, ARISING OUT OF, OR ALLEGED TO BE ARISING OUT OF, THE
OBLIGATIONS OF THIS CONTRACT AND THE SERVICES PROVIDED BY
SUBCONTRACTOR. SUBCONTRACTOR FURTHER AGREES TO THE MAXIMUM
EXTENT PERMITTED BY LAW TO INDEMNIFY LEFLEUR AND ITS EMPLOYEES,
VOLUNTEERS, SUBCONTRACTORS, OFFICERS, DIRECTORS, AND AGENTS FOR
ANY REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES
INCURRED IN DEFENSE OF SUCH ACTIONS, SUITS AND CLAIMS.
3.10 Laws. Regulations, and Permits. Subcontractor warrants that in the performance of this
Contract, it shall fully comply with all applicable federal, state, and local laws and
ordinances and all lawful orders, rules, and regulations required for full performance
under this Contract.
3.11 Nondiscrimination. Subcontractor and Subcontractor's principals, employees and
subcontractors shall abide by all federal and State laws, regulations and orders which
prohibit discrimination because of race, creed, color, religion, sex, national origin,
ancestry, age, or physical or mental disability, including, but not limited,to, the federal
Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the federal
Rehabilitation Act of 1973, and federal Executive Orders 11246 and 11375.
Subcontractor further agrees to take affirmative action to ensure that no unlawful
discrimination is committed in any manner, including, but not limited to, in the delivery of
services under this Contract.
3.12 Drug -Free Workplace Act. Subcontractor shall provide a comprehensive drug-free
workplace program in accordance with federal regulations 49 CFR Part 40 and Part 655.
Subcontractor shall:
a. Publish a policy statement, specifying standards of conduct and sanctions for
violations.
b. Publish and abide by a strict zero -tolerance policy regarding drug and alcohol
abuse.
C. Furnish a copy of the policy statement to each employee and independent
operator performing service under this Contract.
d. Establish an employee -awareness program, which includes, but is not limited to
an explanation of the policy statement to all employees along with information on
local drug/alcohol resources.
e. Notify the appropriate federal agency when an employee or operator is convicted
of a violation of a criminal drug statute occurring at the work site.
Provide referrals to employees for recovery programs when the employee's use
of alcohol or mood- altering substances has produced a dependency harmful to
the employee's work performance.
3.13 Litigation. Subcontractor shall notify LeFleur immediately upon receiving notice of any
action, suit, or claim threatened against Subcontractor which may result in litigation
related in any wait to this Contract.
3.14 Assignment/Assumption of Subcontract by HHSC. If HHSC terminates the HHSC
Agreement for cause, LeFleur shall (upon HHSC's request) consent to assignment or
assumption of this Contract, or discrete provisions thereof, for services and deliverables
provided under the HHSC Agreement to HHSC or HHSC's designee. Subcontractor
expressly agrees that HHSC has the foregoing option.
3.15 Conflicts of Interest.
a. General. Subcontractor should carefully review Article 12 of the Uniform Terms
and Conditions for additional information concerning conflicts of interest.
b. Warranty. Except as otherwise disclosed and approved by LeFleur prior to the
Effective Date of this Contract, Subcontractor warrants that, as of the Effective
Date and to the best of its knowledge and belief, there are no relevant facts or
circumstances that could give rise to organizational conflict of interest affecting
the HHSC Agreement. Subcontractor affirms that it has neither given, nor intends
to give, at any time hereafter, any economic opportunity, future employment, gift,
loan, gratuity, special discount, trip, favor, or service to a public servant or any
employee or representative of same, at any time during the procurement process
or in connection with the procurement process except as allowed or
circumstances, a relationship, or other situation under which a contractor, or a
subcontractor has past, present, or currently planned personal or financial
activities or interests that either directly or indirectly: (1) Impairs or diminishes the
offeror's, contractor's, or subcontractor's ability to render impartial or objective
assistance or advice to LeFleur or HHSC; or (2) Provides the contractor or
subcontractor an unfair competitive advantage in future HHSC procurements.
C. Continuing Duty to Disclose. Subcontractor agrees that, if after the Effective
Date, Subcontractor discovers, is made aware of an organizational conflict of
interest, Subcontractor will immediately and fully disclose such interest in writing
to LeFleur. In addition, Subcontractor must promptly disclose any relationship
that might be perceived or represented as a conflict after its discovery by
Subcontractor, LeFleur or by HHSC as a potential conflict. LeFleur reserves the
right to make a final determination regarding the existence of conflicts of interest,
and Subcontractor agrees to abide by LeFleur's decision. The disclosure will
include a description of the action(s) that Subcontractor has taken or proposes to
take to avoid or mitigate such conflicts.
d. Remedy. If LeFleur determines that an organizational conflict of interest exists,
LeFleur may, at its discretion, terminate the contract. If LeFleur determines that
Subcontractor was aware of an organizational conflict of interest before the
Effective Date of the Contract and did not disclose the conflict to LeFleur, such
nondisclosure will be considered a material breach of the Contract. Furthermore,
such breach may be submitted to the Office of the Attorney General, Texas
Ethics Commission, or appropriate state or federal law enforcement officials for
further action.
3.16 Provider Manual. LeFleur may modify the Performing Provider Manual from time to time
for the performance of services hereunder as described in section 2.8 herein. LeFleur
shall make the Performing Provider Manual available to Subcontractor via LeFleur's
website and upon Subcontractor's request. Subcontractor and LeFleur intend for, and
shall be bound by this Contract, any Exhibits, and the Provider Manual, as one
integrated contract.
IV. INSURANCE
4.1 Insurance Reauirements.
a. Subcontractor and/or operators shall obtain, maintain, and pay for the insurance
coverage designated in this Article from generally recognized, financially
responsible insurers that are A.M. BEST rated at a minimum of A. The insurer
must be licensed in the State of Texas. All such insurance coverage shall be
primary to any other insurance coverage available to LeFleur, HHSC, and/or its
officers, directors, elected or appointed officials, employees, agents and
volunteers.
b. LeFleur, HHSC, their officers, directors, elected and appointed officials,
employees, agents and volunteers shall be designated as "Primary Additional
Insured" parties on all policies of insurance for activities performed by
Subcontractor under this Contract, so that to the full -extent of such insurance,
LeFleur, HHSC, their officers, directors, elected and appointed officials,
employees, agents and volunteers shall be insured against claims, risks, and
losses in connection with any activity performed by Subcontractor under this
Contract. A copy of the primary additional insured endorsement must be
submitted with the certificate of insurance. LeFleur may notify Subcontractor that
additional agencies need to be added as "Primary Additional Insured" on five (5)
days written notice.
C. Insurance shall be occurrence -based. In the event that any of the insurance
required by this Article becomes available only on a "claims made," rather than
on an "occurrence" basis, such insurance shall contain a "prior acts" provision so
that losses arising out of events that occurred on or after the retroactive date will
be covered to the same extent such losses would be covered if they arose out of
events that occurred after the date of the coverage would have taken effect. The
retroactive date will be the date the insurance was converted to occurrence -
based, or the signing date of the first Contract with LeFleur, whichever is earlier.
In the event that any of the insurance required by this Article becomes
unavailable, or available only on a "claims made" basis, without a "prior acts"
provision, LeFleur may terminate use of Subcontractor for transportation services
in accordance with Section 7.1.c.1 herein.
Subcontractor at its sole expense shall obtain and file with LeFleur a
certificate of insurance or other proof satisfactory to LeFleur showing
coverage required under this Article. All evidence of insurance shall be
certified by a properly authorized officer, agent or qualified representative
of the insurer(s), and such certification shall include the names of the
insured, the types and amounts of insurance, the location and operations
to which the insurance applies and the policy expiration dates, and shall
provide that the insurer(s) will give, by certified mail, notice to LeFleur at
least thirty (30) days prior to the effective date of any cancellation, lapse
or material change in the policy.
d. Subcontractor shall, on demand of LeFleur, deliver to LeFleur all certified copies
of the policy or policies of insurance within ten (10) days and provide evidence
satisfactory to LeFleur of payment of premiums thereon. Should Subcontractor
fail to obtain and maintain in force any such insurance or deliver such policy or
policies and receipts or other proof of insurance required by LeFleur to LeFleur,
then LeFleur shall have the right to terminate this Contract immediately without
notice or the opportunity to cure, notwithstanding the termination provisions that
would otherwise apply under Section 7.1.c below.
4.2 Insurance Coverage and Other Reauirements. The insurance policies must provide the
following coverage:
a. Coverage:
1. Automobile Liability shall be for "Any Auto."
2. Commercial General Liability
3. Personal Identity Coverage (PIC)
b. Minimum Limits Coverage:
1. Non -Governmental entities shall comply with following insurance
requirements after issuance of the purchase order and prior to beginning
work:
i. Comprehensive General Liability Minimum Limits:
A. $1,000,000 Each Occurrence
B. $1,000,000 Personal & Adv Injury
C. $2,000,000 General Aggregate
D. $2,000,000 Products/Comp Op Aggregate
E. $5,000 Medical Expense each person
F. $50,000 Damage to Rented Premises
ii. Business Auto Liability for Any Auto Minimum Limits: CSL
(Combined Single Limit) of:
A. $1,000,000 Bodily Injury per person
B. $1,000,000 Bodily Injury per accident
C. $1,000,000 Property damage per accident
iii. Identity Theft Coverage Limits: $1,000,000
2. All Governmental entities shall be required to comply with all State and
Federal Laws applicable to the Governmental entity.
i. Reference Civil Practice & Remedies Code, Title 5,
Governmental Liability Limitation on Amount of Liability
Providing insurance coverage under this Article shall not be construed to
relieve Subcontractor from liability for the deductible or for amounts in
excess of these policy limits.
C. Separation of Insured. The insurance shall include a "cross liability," "severability
of interests," or "separation of insured" clause indicating essentially that "except
with respect to the limits of insurance, and any rights or duties specifically
assigned in this coverage part to the first named insured, this insurance applies
as if each insured were the only insured and separately to each insured against
whose claim is made or suit is brought."
d. Change in Coverage. The types and amounts of coverage provided by this policy
to LeFleur, HHSC, and any other named insured shall include a provision which
provides that the coverage may not be terminated, reduced, or otherwise
modified in any respect without providing at least thirty (30) calendar days' prior
written notice to LeFleur via certified mail.
e. Waiver of Subrogation. All policies must include a waiver of subrogation in favor
of HHSC.
f. ACORD Form. If an "ACORD" form of Certificate of Insurance is provided to
LeFleur, the wording at the bottom of the ACORD form must be modified and
changed to read: "Should any of the above- described policies be canceled
before the expiration date thereof, the issuing company will mail thirty (30) days
written notice to LeFleur, Attention: Michael P. Ford, CFO, via certified mail."
4.3 Worker's Compensation. Subcontractor shall maintain worker's compensation insurance
in the amount and type required by law for all employees under this Contract who may
come within the protection of workers compensation laws. Said insurance must include
a waiver of subrogation in favor of HHSC, and must be issued by a company licensed in
Texas, with an A rating from A.M. BEST and authorized to provide the corresponding
coverage. The following are the required limits:
• Workers Compensation: Statutory Limits
• Employers Liability: $1,000,000.00 each accident
• Disease $1,000,000.00 Each Employee
• Disease $1,000,000.00 Policy Limit
V. SUBCONTRACTOR RESPONSIBILITIES
Subcontractor agrees to perform the following services and obligations, as more specifically
described below and in LeFleur's Performing Provider Manual:
5.1 Scope of Service. Subcontractor shall provide authorized transportation services for
Clients as an independent contractor of LeFleur. Such services shall be provided in
accordance with the terms, conditions and specifications set forth in this Contract and in
accordance with published LeFleur policies and procedures, LeFleur's Performing
Provider Manual and the HHSC Agreement.
LeFleur does not guarantee a level of utilization to Subcontractor, and LeFleur does not
guarantee that it will schedule any trips for Subcontractor. Utilization of Subcontractor
will depend on such factors as cost, service demand, and appropriate level of service,
location, vehicle suitability, responsiveness, and Subcontractor's demonstrated quality of
service. LeFleur schedulers will consider these and similar factors to determine the most
appropriate Subcontractor for any eligible client.
5.2 Overpayment/Erroneous Payment. In the event that LeFleur determines that
overpayment or erroneous payment has been made to Subcontractor, whether due to
error by LeFleur, or error, negligence, or intentional misrepresentation by Subcontractor,
Subcontractor shall on the request of LeFleur, repay to LeFleur such overpayment or
erroneous payment, including any interest that is owing thereon, within thirty (30) days of
such request.
LeFleur may, in its sole discretion, withhold payment of any amounts due and owing to
Subcontractor, sufficient to compensate LeFleur for any and all overpayments it
reasonably believes have been made to Subcontractor, pending legal action or other
resolution of the problem to LeFleur's satisfaction. In addition, LeFleur may withhold an
amount sufficient to pay for the cost of collection of any overpayment to Subcontractor,
including reasonable attorney fees.
5.3 Compensation. During the term of this Contract, LeFleur shall pay Subcontractor in
accordance with the provisions defined in Exhibit A and rates in Exhibit A-1.
Trip manifest and Encounter data shall be submitted according to the terms of Exhibit A.
Failure to submit trip manifest data and related driver manifests with client and attendant
signature will result in delayed payments. LeFleur will reimburse Subcontractor as per
Section 5 of Exhibit A. In accordance with Medicaid requirements, any invoice
submitted for payment exceeding 95 days from the date of service will not be paid.
5.4 Payment in Full. Subcontractor shall consider payment by LeFleur for services provided
under this Contract as payment in full. Subcontractor shall not charge a fare nor shall a
gift, gratuity or payment be accepted from a rider whose trip has been authorized by
LeFleur. Subcontractor shall not request or collect payment from HHSC or any Client for
the services performed under this Contract. If Subcontractor obtains payment for
services provided under this Contract from a Client, Subcontractor shall immediately
refund such payment to the Client.
5.5 Trip Manifest/Onerator Logs. Trip manifest and operator log formats must be approved
by LeFleur prior to use to ensure all information and data elements required by HHSC
are maintained.
5.6 Taxes. Licenses. and Certificate Reauirements. This Contract and any of the services
performed hereunder are contingent and expressly conditioned on the ability of
Subcontractor to provide the specified service consistent with all applicable laws and
regulations of any appropriate entity with jurisdiction, including obtaining and maintaining
licenses and certificates as applicable. If, for any reason, Subcontractor's licenses or
certificates are terminated, suspended, revoked or in any manner modified from their
status at the time this Contract is effective, Subcontractor shall notify LeFleur
immediately of such condition in writing. During the term of this Contract, Subcontractor
and Subcontractor's subcontractors shall remain liable for, and shall pay in a timely
manner, all vehicle licensing costs and taxes levied on Subcontractor's vehicles and
other operating assets used for service under this Contract.
5.7 Description of Services and other responsibilities. The services provided by
Subcontractor shall be solely demand -responsive transportation services. Eligible
Clients may call LeFleur with trip requests. LeFleur may schedule authorized trips with
Subcontractor. The specific types of trips are further described in the Performing
Provider Manual.
5.8 Other Subcontractor responsibilities include the following:
a. When transporting children, operators must follow Texas State child securement
requirements.
b. Pre -established trip destinations cannot be altered without prior approval from
LeFleur. Stops for picking up prescriptions and/or medical supplies are allowed
en route to or from an authorized medical trip only when authorized by LeFleur.
On receiving such a request from a Client, the operator shall follow the
procedures outlined in the Performing Provider Manual, including contacting the
dispatcher to request LeFleur approval.
C. Subcontractor shall be responsible for managing and monitoring all major capital
equipment associated with services provided under this Contract (e.g., all
vehicles, facilities, maintenance equipment, two-way radios, wheelchair lifts,
etc.).
d. Subcontractor shall provide sufficient telephone lines and equipment to meet the
needs of staffing levels required to service the terms of this Contract. This
includes receiving callbacks from Clients or medical providers to return the Client
to their point of origination.
e. Subcontractor shall provide fax equipment that will meet the service
requirements of this Contract (the fax shall be capable of reading incoming
messages into memory and be easily accessible to dispatch).
f. Subcontractor shall maintain. a business -based PC -compatible computer with
Internet access at a speed compatible to broadband or DSL.
g. Subcontractor will maintain a printer capable of printing documents.
h. Subcontractor shall be responsible for all aspects of day-to-day operations of the
service, including employment of personnel, supervision of operators, and
vehicle/equipment maintenance. Subcontractor will comply with policy and
procedure directives published by LeFleur.
Subcontractor is responsible for ensuring every reasonable effort is made by the
operator to locate the Client to complete the transport. This includes, but is not
limited to requesting dispatch call the phone number at the pick-up location if
provided by LeFleur, and at a facility asking for staff assistance.
j. Subcontractor shall ensure that Clients arrive to health care facilities at least
fifteen (15) minutes but no more than one (1) hour prior to their scheduled
appointment times. No client should be dropped off prior to the health care
providers' scheduled operating hours.
k. Subcontractor must ensure that all operators, employees and supervisors
participate in a drug and alcohol program in accordance with federal regulations
49 C.F.R. Part 40 and Part 655.
5.9 Service Areas. Subcontractor shall serve eligible Clients primarily within the Service
Areas outlined in Exhibit A.
5.10 Hours of Operations. Subcontractor shall, at a minimum, provide service to eligible
Clients as defined in Exhibit A. Subcontractor may, at LeFleur's request, provide service
outside of normal business hours on an as -needed basis.
5.11 Operator Roster. A current list of qualified operators providing service under this
Contract shall be maintained by Performing Provider at all times ("Operator Roster").
The Operator Roster shall include, at a minimum, the operator's name and driver's
license number. Subcontractor shall submit the Operator Roster as designated by
LeFleur before the start of operations and monthly thereafter. If any terminations,
additions, or other changes are made to the Operator Roster, Subcontractor shall
immediately submit an updated Operator Roster to LeFleur. Furthermore, Subcontractor
is required to immediately submit the Operator Roster upon request by LeFleur or
HHSC, which may be made without prior notice.
5.12 Operator Qualifications. Subcontractor shall ensure that all operators providing or
seeking to provide transportation services under this Contract are in compliance with the
Standards for Motor Vehicle Operators described in the HHSC Agreement and
Performing Provider Manual, including but not limited to:
a. Valid Driver's License. Subcontractor's operators shall have appropriate and
valid Texas State driver's licenses and any other licenses or permits required for
the type of vehicle being operated and the service being provided under this
program, including a "For Hire" license, if applicable. Subcontractor shall at all
times maintain a current listing of all operators providing service under this
Contract, which includes verification of appropriate licensure, including a copy of
the operator's Texas driver's license, For Hire license, and any other required
license.
b. Driving History. Subcontractor shall verify the driving record information of the
motor vehicle operator that is maintained by the Department of Public Safety
(DPS) pursuant to Texas Transportation Code, Chapter 521, Subchapter C
("Driving History Report"). A motor vehicle operator who does not meet driving
history requirements may not provide transportation services under this Contract.
All operators are barred from providing services under this Contract if an operator
has any findings by a law enforcement authority of driving while intoxicated
(DWI/DUI) or under the influence of any substance that may impair the driver's
ability to safely operate a motor vehicle within seven (7) years prior to the initial
hire date or any time after the hire date. Also, any operator who has two (2) or
more moving violations (including at fault vehicle accidents) either on or off the
job within a one- year time period is barred from providing transportation services
under this Contract.
C. Criminal Background. All operators must complete a nationwide criminal
history background check for all offenses, including any felony or misdemeanor
convictions, and a National and State Sex Offender Registry check (collectively
the "Criminal Background Check"), upon hire and annually thereafter. A minimum
of seven (7) years' criminal history background check must be completed. All
Criminal Background Checks shall be conducted by an organization that has
been approved by LeFleur.
Operators providing services under this Contract shall not have ever been
convicted of any sexual offense, crime of violence, or a felony or misdemeanor
conviction within seven (7) years of the initial hire date or any time after the date
of hire of:
(1) an act of abuse, neglect or exploitation of children, the elderly or persons with
disabilities as defined in Texas Family Code, as amended, Chapter 261 and
Texas Human Resources Code, as amended, Chapter 48; or
(2) an offense under the Texas Penal Code, as amended, against the person;
against the family; against public order or decency; against public health, safety
or morals; against property; an offense under Chapter 481 of the Texas Health
and Safety Code, as amended, (Texas Controlled Substances Act); and
(3) drivers must not have been found to have conducted or participated in any
acts prohibited by the Texas Human Resources Code Chapter 36.
Individuals with any criminal conviction that falls within the aforementioned
categories that occurred within seven (7) years prior to the hire date or any time
after the hire date will not be allowed to participate in providing services under
this Contract. Any damages suffered by LeFleur resulting from services being
performed by a person not eligible to provide services under this Contract may
be recovered from Subcontractor at LeFleur's discretion.
d. Prior Authorization. Prior to an operator providing services under this Contract,
Subcontractor shall obtain LeFleur's authorization as described in the Performing
Provider Manual. In order to obtain such authorization, Subcontractor shall
submit an Operator File and Credentialing Packet (as described in the
5.13
Performing Provider Manual) to LeFleur. Any reports contained in the Operator
File and Credentialing Packet must not be older than 30 days at the time of
submission to LeFleur, otherwise, a new report must be processed prior
submission. A copy of the Operator File and Credentialing Packet shall be
submitted to LeFleur prior to an operator providing services under this Contract.
Additionally, Subcontractor shall submit an updated Operator File to LeFleur
annually thereafter. All Operator Files and Credentialing Packets shall be
uploaded to LeFleur's database for further review.
e. Age. Operators must be a minimum of 18 years of age.
f. Damages. Any damages suffered by LeFleur resulting from services being
performed by a person not eligible to provide services under this Contract may
be recovered from Subcontractor at LeFleur's discretion.
Operator Conduct.
a. All operators shall be polite and courteous to passengers under all
circumstances. More than two (2) complaints about an operator's failure to be
polite and courteous may result in Subcontractor removing the operator from
service under this Contract.
b. All operators must be able to communicate verbally with passengers and the
radio dispatcher clearly and effectively in English. Operators are to contact their
dispatch for assistance if unable to locate an address.
C. All operators performing service under this Contract must be provided with, and
are required to wear, an identification tag that contains, at the minimum, the
company name, as well as the operator's name. This identification must be of a
size large enough to be easily read and be worn in an easily visible manner.
d. Operators are prohibited from smoking, eating or drinking in vehicles and around
clients at all times.
Operators are also prohibited from using mobile devices while the vehicle is in
motion.
e. Use of any substance that may impair the operation of the motor vehicle by the
operator is prohibited.
f. If LeFleur or Subcontractor receive complaints regarding an operator, and/or
LeFleur reasonably believes that the operator is not providing the service in a
safe, reliable, and responsive manner, LeFleur has the authority to direct
Subcontractor to immediately remove the operator from service under this
Contract. LeFleur may, in its sole discretion, require Subcontractor to implement
corrective action, and if such corrective action does not result in improved
performance, as determined by LeFleur, LeFleur will direct Subcontractor to not
use that operator for trip provision under this Contract. Corrective action may
include required retraining of Subcontractor's employees or the operator. Any
agency that LeFleur brokers transportation for may, in addition, make a
determination that a particular operator shall not provide transportation service
under this Contract and on direction from LeFleur, Subcontractor shall comply
with the direction provided to LeFleur by the agency. If Subcontractor holds
multiple contracts with LeFleur, and LeFleur directs Subcontractor to remove an
operator from the provision of service under any other Contract, Subcontractor
shall also remove the said operator from service provided under this Contract.
g. Operators must not solicit or accept money, goods, or additional business from
Clients.
h. Operators must meet federal guidelines for HIPAA compliance by keeping all
client protected health information (PHI) confidential.
5.14 Operator and Personnel Training. LeFleur shall train key Subcontractor's staff to enable
Subcontractor's training of dispatchers, operators and others per HHSC requirements.
Training will cover, at a minimum, the items listed below and will be documented in
writing by Subcontractor. LeFleur will review all training documentation (including
certificates and other proof of training completion). Subcontractor must have a system to
track training for all Individuals providing services under this Contract. Operators and
dispatchers must receive training on the terms and conditions of this Contract and with
LeFleur written policies and procedures relating to LeFleur's contracted transportation
services. Subcontractor is required to train all operators and dispatchers on changes and
additions to existing LeFleur policies as they occur.
Training must include the following:
a. Thorough training on the vehicles and equipment that the operators will be
driving.
b. Specific training requirements, and associated timeframes for completion, are
further described in the Performing Provider Manual, and include but are not
limited to: Passenger safety (training to occur at least annually); passenger
assistance (training to occur at least annually); assistive devices, including
wheelchair lifts, tie -down equipment, and child safety seats (training to occur at
least annually); non-discrimination, sensitivity, and diversity; customer service;
defensive driving techniques (training to occur at least every two years);
prohibited behavior by motor vehicle operators, including use of offensive
language, use of tobacco, alcohol or drugs, and sexual harassment; and any
other additional training HHSC determines to be necessary.
C. A drug and alcohol program for all operators, employees and supervisors
consistent with federal regulations in accordance with 49 C.F.R. Part 40 and Part
655.
d. Operators and dispatchers must receive thorough training on the geography of
covered Service Areas and in particular, the location of all major hospitals, major
medical facilities, and dialysis, methadone and mental health facilities. Operators
and dispatchers must also receive training on the pick-up and drop-off points and
procedures of each facility served on a regular and on-going basis.
e. Any training required by any entity with jurisdiction must be completed before
operators can begin service on this Contract.
If current operators are found to be lacking any required training, the operator must be
removed from service under the Contract until the training is completed. If Subcontractor
does not employ certified instructors, Subcontractor is responsible for identifying training
programs available through other sources, including LeFleur's training programs.
LeFieur's Regional Manager must approve all training programs offered through third
parties. If LeFleur or Subcontractor receives complaints regarding a dispatcher and
LeFleur reasonably believes that the dispatcher is not performing his or her duties in a
safe, reliable and responsive manner, or in accordance with LeFleur policies and
procedures, Subcontractor shall upon direction of LeFleur, remove the dispatcher from
service under this Contract immediately.
5.15 Vehicle Requirements. When providing services under this Contract, Subcontractor shall
use automobiles, vans or mini -buses that comply with the minimum standards regarding
the physical condition and maintenance of motor vehicles used to provide transportation
services as defined in Texas Administrative Code, Title 1, Part 15, Chapter 380,
Subchapter E, Rule §380.501 and all applicable state and federal laws, including, the
Americans with Disabilities Act (ADA) Accessibility Guidelines for Transportation
Vehicles (36 C.F.R. Part 1192), Federal Motor Vehicle Safety Standards (49 C.F.R. Part
571), and Texas Transportation Code, Title 7, Chapter 547. All vehicles must be
inspected and approved by LeFleur before being placed into service and at minimum on
an annual basis.
In addition, the following minimum vehicle requirements apply to this Contract:
a. All motor vehicles used to provide transportation services must:
1) Meet or exceed warranty and component standards for both state and federal
safety mechanical operating and maintenance standards.
2) Be identified with the transportation provider name and vehicle number using
letters that are at a minimum six (6) inches in height; and
3) Be equipped with:
1. Functioning, clean, and accessible seat belts for each passenger seat
position that must be stored off the floor when not in use.
ii. An operating speedometer and odometer.
iii. Working interior lights within the passenger compartment.
iv. Adequate interior sidewall padding and ceiling covering.
v. Two exterior rear view mirrors, one on each side of the vehicle.
vi. An interior mirror, which should be used for monitoring the passenger
compartment.
vii. A clean interior and exterior (which must be free of broken mirrors or
windows, excessive grime, rust, chipped paint, and major dents).
viii. A functional fire extinguisher (which must be secured within reach of
the motor vehicle operator and visible to passengers).
ix. A first aid kit (which must include at a minimum latex gloves,
hazardous waste disposal bags, scrub brush, disinfectant, and
deodorizer).
x. Working heating and cooling systems adequate for the heating,
cooling and ventilation needs of both the motor vehicle operator and
the passengers.
xi. All windows must be operational
xii. A signage posted within the vehicle that reads; No Smoking, Eating,
or Drinking." "All passengers must wear seat belts." "Concealed
Weapons Prohibited."
b. Subcontractor shall provide and maintain a radio communication system or other
means of real-time communications (cell phone, etc.) to allow for continuous
communications between Subcontractor and all vehicles providing service under
this Contract throughout the Service Area. Subcontractor will use its best efforts
to utilize any communications systems prescribed by LeFleur for the exchange of
trip information. Restricting the use of voice or communication channels while
transporting LeFleur clients is not allowed. Operators must have free access to
dispatch voice channels during transport.
C. All vehicles shall be clean, comfortable, and in good repair. LeFleur reserves the
right to prevent Subcontractor from using a specific vehicle if it cannot meet
these requirements.
d. Before placing any vehicle in service under this Contract, Subcontractor shall
have the vehicle inspected and approved by LeFleur. This includes new, used,
borrowed, rented, leased or contracted vehicles. LeFleur must inspect borrowed
or leased vehicles prior to use each time the vehicle is contracted. Prior
inspection of borrowed or leased equipment is not sufficient to meet the
requirements of this Contract if the vehicle has been returned to the vehicle
vendor between uses. LeFleur will inspect each vehicle no less than annually.
e. Of Subcontractor's fleet of vehicles dedicated to this Contract, a minimum of 10%
of the vehicles must be designated as back-up vehicles available to minimize
disruptions to service. A back-up vehicle is defined as being held in reserve and
out of service during regular operating hours and immediately accessible to
Subcontractor. Vehicles that are used to perform service for other business
cannot be considered back-up vehicles. The back-up fleet must be sufficient to
ensure that the level of service provided will not be disrupted due to normal
vehicle breakdowns and maintenance requirements. The sufficiency of the back-
up fleet is determined at the sole discretion of LeFleur. Should disruptions to
service occur due to an inadequate back-up fleet, LeFleur may reevaluate the
sufficiency of Subcontractor's fleet.
f. Temporary vehicles may only be used for a maximum of three (3) months and
must be listed on the Vehicle Roster Report and specified as such. Temporary
vehicles may use magnetic signs and must meet all vehicle requirements.
g. Subcontractor must establish, maintain, and provide upon request the following
records and related information in its files, including at a minimum the following
documentation for each vehicle:
• Manufacturer and model;
• Model year;
• Vehicle Identification Number and vehicle assigned number, if any;
• Odometer reading at the time the vehicle entered service under the contract;
• Type of vehicle (minibus or wheelchair van);
• Capacity (number of passengers);
• License plate number;
• Insurance certifications;
• Texas Department of Motor Vehicles (TxDMV) — issued registration permit
and vehicle stamp;
• Special equipment (lift, etc.);
• Description of inspection activity, date, and odometer reading (e.g.,
verification that vehicle meets contract vehicle requirements, inspection of
equipment such as brakes, tire tread, turn signals, horn, seat belts, air
conditioning/heating, etc.); and,
• History of all vehicle inspections must be kept on file and available for
LeFleur and HHSC for review.
5.16 Vehicle Maintenance and Safety. Subcontractor shall ensure that all vehicles and
equipment used for service under this Contract are maintained in top working condition
to minimize breakdowns and reduce the possibility of accidents. Subcontractor shall
implement a maintenance and safety program that includes:
a. A preventive maintenance schedule that incorporates, at a minimum, the
schedule recommended by the vehicle manufacturer and/or meets all
maintenance requirements imposed by any entity with jurisdiction. Preventive
maintenance must occur within 500 miles of manufacturer's suggested schedule.
b. A vehicle maintenance file for each vehicle, which includes records of all
maintenance actions, including, but not limited to, servicing, preventive
maintenance inspections, repairs, brake adjustments, and bodywork.
Documentation of maintenance actions should include the date and mileage.
C. Documentation of inspection, repair, and replacement of associated equipment,
such as radios. This equipment must be inspected and serviced in accordance
with manufacturer recommendations.
d. Records of inspections conducted by any entity with jurisdiction and certification
that the vehicle passed inspection must be available to LeFleur during normal
business hours.
e. Documented operational and safety checks (pre -and post -trip inspection) at the
beginning and end of each work day, which include a check of the tires, brakes,
lights, fluids, wipers, seat belts and all safety equipment, and a check for vehicle
damage.
Subcontractor shall work with LeFleur to enhance Subcontractor's existing maintenance
program when deficiencies are noted.
LeFleur will conduct a pre -service inspection of all vehicles used in the performance of
this Contract prior to the Effective Date, plus (at a minimum) annual inspections of such
vehicles being used for this service, throughout the term of this Contract. Such
inspections may either be conducted at Subcontractor's facility or some other agreed -on
location and, to the extent possible, will be scheduled to minimize disruption of
Subcontractor's operations. This may necessitate evening or weekend inspections.
Inspections may be conducted with or without prior notice.
Inspections may result in the immediate suspension of the vehicle from service.
Subcontractor will use a certified replacement vehicle, if available, to minimize the
disruption to the service under such circumstances.
Subcontractor shall make vehicles available for inspection at no cost to LeFleur. Any
inspection is solely for LeFleur and HHSC purposes and does not relieve Subcontractor
from ensuring that vehicles meet minimum standards regarding the physical condition
and maintenance of motor vehicles used to provide transportation services as defined in
Texas Administrative Code, Title 1, Part 15, Chapter 380, Subchapter E, Rule §380.501
and are always safe and roadworthy when being operated.
Vehicle records must be available to LeFleur and HHSC for inspection, without prior
notice, during normal business hours.
5.17 Performance Standards. Subcontractor shall exert its best efforts to ensure all trips are
provided "on time." Subcontractor shall comply with the Performance Requirements and
reporting obligations as provided in Exhibit B.
a. Clients will be told to be ready for pick up one (1) hour prior to the scheduled
appointment time in most cases. In cases where estimated transit time dictates,
the Clients will be informed to be ready accordingly. The Subcontractor will
receive a pick-up time for each prescheduled appointment. The pick-up time
provided to the Subcontractor will be the same time that Clients are told to be
ready for pick-up. The Subcontractor may pick up the Client up to 15 minutes
prior to that time if negotiated with the Client. Procedures for documenting this
are included in the Performing Provider Manual. The Subcontractor may pick the
client up after the scheduled pick-up time. At no time is a client to remain on-
board a vehicle more than one (1) hour longer than the estimated direct travel
time between the pick-up and drop-off locations.
b. "On time" shall be defined as arrival to the health care facility prior to the
appointment time for preschedule trips. Clients will not be delivered prior to the
facility opening for business, and no more than one hour prior to the scheduled
appointment. ." For scheduled return trips and "will call" ASAP returns,
Subcontractor shall pick up the Client within one hour of the requested time to be
considered "on time." The Subcontractor must pick-up Clients within three (3)
hours of notification when the trip is considered Urgent (ie. Hospital Discharge).
C. "No Shows" Upon arrival for pick up, the driver is required to knock on the door
and to notify the client of his/her arrival. The driver is required to wait 10 minutes
beyond the scheduled pickup time before declaring the trip. a no-show. No show
procedures are detailed in the Performing Provider Manual. The Client must be
called prior to declaring a no-show. A "no-show" door tag must be left on the door
of the residence.
d. Subcontractor shall submit original operator logs and completed manifests to be
used to verify on-time performance.
e. Subcontractor shall achieve "on time" performance of 98% or more of all trips
given. If "on-time" performance falls below 98% in any one (1) month, LeFleur
may meet with Subcontractor to review the matter and determine what actions
will be taken to resolve the problem. Repeated failures to provide "on-time"
performance (e.g., failure to meet standards for two (2) consecutive months) may
be deemed a default by LeFleur and cause for immediate termination in
accordance with Section 7.1.c.2.
Any trip that is missed due to a failure on the part of Subcontractor shall be
reported immediately by voice to LeFleur with an explanation of why the trip was
missed. Additionally, all missed trips will be reported to LeFleur in writing, with an
explanation, within one (1) business day following the trip. Should LeFleur find
that Subcontractor consistently does not report missed trips to LeFleur, LeFleur
may terminate this Contract pursuant to Section 7.1.c.2.
5.18 Accidents/Incidents. Subcontractor shall immediately report to LeFleur's Regional
Manager or other designated individual if a vehicle or employee providing service under
this Contract is involved in an accidenfor incident. LeFleur, at its discretion, may send
a representative to the site of the accidentlincident. In the event medical assistance is
required for a passenger, Subcontractor is responsible for ensuring that emergency
assistance is summoned immediately.
Notification of accidents and all applicable information surrounding such accident shall
be reported to LeFleur within the prescribed time frames noted below:
• Accidentlincident with injury that involves injury to a person or animal, or damage to
the vehicle or property — notification within one (1) hour
• Accidentlincident without injury — notification within twenty-four (24) hours
Additionally, all applicable information surrounding such accidentlincident shall be
reported to LeFleur in writing on the prescribed form within twenty-four (hours) of the
accident/injury. The written report should include date, vehicle, operator and names of all
parties involved, a copy of the police report, and a complete description of the accident.
Any accident or incident that will delay the Client will require notification to the Client's
destination and LeFleur as soon as possible. When appropriate, Subcontractor shall
dispatch a backup vehicle immediately to avoid delay to the Client.
5.19 Liouidated Damages. LeFleur may assess Liquidated Damages to Subcontractor as
described in Exhibit B.
5.20 Inquiries, Complaints. Grievances and Appeal. Subcontractor must manage inquiries,
complaints, grievances and appeals in accordance with the standards and procedures
adopted and promulgated by LeFleur, as further described in the Performing Provider
Manual.
5.21 Audit or Investigation. Subcontractor agrees to provide the following entities or their
designees with prompt, reasonable, and adequate access to this Contract and any
records, books, documents, and papers that are related to this Contract and/or the
Subcontractor's performance of its responsibilities under this Contract:
A) HHSC and MIC personnel from HHSC;
B) U.S. Department of Health and Human Services;
C) Office of Inspector General and the Texas Medicaid Fraud Control Unit;
D) An independent verification and validation contractor or quality assurance
contractor acting on behalf of HHSC;
E) State or federal law enforcement agency;
F) Special or general investigation committee of the Texas Legislature;
G) The U.S. Comptroller General;
H) The Office of the State Auditor of Texas; and
1) Any other state or federal entity identified by HHSC, or any other entity
engaged by HHSC. Subcontractor must provide access wherever it
maintains such records, books, documents, and papers.
Subcontractor must provide such access in reasonable comfort and provide any
furnishings, equipment, and other conveniences deemed reasonably necessary to fulfill
the purposes described herein. Requests for access may be for, but are not limited to:
examination; audit; investigation; contract administration; the making of copies, excerpts,
or transcripts; or any other purpose HHSC deems necessary for Contract enforcement
or to perform its regulatory functions.
VI. CONFIDENTIALITY
6.1 Confidentiality. Subcontractor shall treat all information that is obtained through
performance of the services under this Contract, including but not limited to, information
relating to negotiated rate structure, as confidential information.
6.2 Confidentiality of Client Identification. All materials and information provided to
Subcontractor in performance of this Contract, whether verbal, written, recorded
magnetic media, or otherwise, should be regarded as confidential information and
Subcontractor shall take all necessary steps to safeguard the confidentiality of such
materials or information in conformance with federal and state statutes and regulations,
and in particular, in accordance with 42 CFR Part 431, Subpart F; and 45 CFR Part 160
and 45 CFR Part 164, Subparts A and E and Exhibit C attached hereto. Subcontractor
shall not use or disclose any information, data, or materials provided by LeFleur, the
state, or HHSC, for any purpose other than its performance under this Contract without
the express written consent of each party.
6.3 Record Protection. Subcontractor shall have an operational system in place to protect all
records and all other documents deemed confidential or that contain confidential
information which are maintained in connection with the performance of the services
under this Contract. Subcontractor shall not allow any confidential information that
Subcontractor receives from or on behalf of HHSC to leave the United States by any
means (physical or electronic) at any time, for any period of time, for any reason.
Additionally, Subcontractor and all vendors, agents, and service providers of or for
Subcontractor must not permit any person to have remote access to HHSC information,
systems, or deliverables from a location outside the United States.
6.4 Reauest for Information. Subcontractor shall immediately notify LeFleur of any request
for confidential information. Subcontractor shall not respond to such request without the
consent of LeFleur or HHSC unless required by law.
6.5 Applicable Law. Subcontractor must comply with all Federal and State privacy and
security laws, including but not limited to the following:
• Health and Human Services Enterprise Information Security Standards and
Guidelines;
• Title 1, Sections 202.1 and 202.3 through 202.28, Texas Administrative Code
• The Federal Information Security Management Act of 2002 (FISMA);
• The Health Insurance Portability and Accountability Act of 1996 (HIPAA);
• Publication 1075 — Tax Information Security Guidelines for Federal, State and Local
Agencies;
• National Institute of Standards and Technology (NIST) Special Publication 800-66
Revision 1 — An Introductory Resource Guide for Implementing the Health Insurance
Portability and Accountability Act (HIPAA) Security Rule;
• NIST Special Publication 800-53 Revision 3 — Recommended Security Controls for
Federal Information Systems and Organizations;
• NIST Special Publication 800-47 — Security Guide for Interconnecting Information
Technology Systems; and,
• FIPS Publication 200.
6.6 Information Technology. If Subcontractor utilizes computerized record-keeping software,
or otherwise engages in maintaining confidential information on a computer system,
Subcontractor must, in addition to following privacy and security laws:
• Ensure that data is backed up and encrypted appropriately and must submit a
backup and recovery plan to LeFleur;
• Report to HHSC any breach of security or unauthorized access within five (5) hours;
• Ensure that all confidential information is disposed in a safe and secure manner;
• Provide a 2417 support service to prevent a system failure from precluding service to
a client;
• Provide user access through unique identifiers which must be authenticated (log -in
and password);
• Ensure unauthorized users do not gain access to records;
• Create, protect and retain system audit records to enable the monitoring, analysis,
investigation, and reporting of unlawful, unauthorized, or inappropriate system
activity;
• Ensure that the actions of individual system users can be uniquely traced to those
users so they can be held accountable for their actions.
6.7 Business Associate Agreement. Subcontractor shall execute a Business Associate
Agreement with LeFleur in the form attached hereto as Exhibit C.
LeFleur and HHSC do not mandate what specific software or technologies to use, but
require that systems and processes be automated and that these systems meet the
requirements in this Article. Systems and processes are subject to inspection,
assessment and testing by LeFleur and HHSC, and LeFleur and HHSC may, at their
discretion, restrict or prohibit their use.
6.8 Texas Public Information Act. LeFleur understands and agrees that Subcontractor is a
government entity that is subject to TEX. GOVT CODE ANN., Chapter 552 et seq., as
amended (the "Texas Public Information Act" or "the Act"). It is expressly understood and
agreed that Subcontractor, its officers, employees, agents, and representatives may
request advice, decisions, and opinions of the Attorney General of the State of Texas in
regard to the application of the Act to any information, or any part thereof, or other item
or data furnished to Subcontractor and/or whether or not the same are available to the
public. It is further understood that Subcontractor, its officers, employees, agents, and
representatives shall have no liability or obligations for the disclosure to the public, or to
any person or persons, of any software, or a part thereof, other items or data furnished
to Subcontractor by LeFleur in reliance on any advice, decision, or opinion of the
Attorney General of the State of Texas.
In the event Subcontractor receives a written request for information pursuant to the Act
that affects LeFleur's rights, title to, and interest in any information, or a part thereof,
other items or data furnished to Subcontractor by LeFleur under this Agreement,
Subcontractor shall notify LeFleur in writing of such request. LeFleur may, at its own
option and expense, prepare comments and submit information directly to the Attorney
General of the State of Texas stating why the requested information is exempt from
disclosure pursuant to the requirements of the Act. LeFleur must send its comments and
information to the Attorney General of the State of Texas within the time period
prescribed by the Act. Except as otherwise required by TEX. GOVT CODE § 552.305,
Subcontractor shall not provide any such requested information until LeFleur has either
(i) elected to assert that such information is exempted from disclosure under the Texas
Public Information Act or (ii) notified Subcontractor that it has no objection to such
disclosure.
VII. TERMINATION
7.1 Termination. Except as otherwise provided in this Contract, the following provisions
shall govern termination:
a. Termination for Convenience. This Contract may be terminated for convenience
by LeFleur or Subcontractor at any time on ninety (90) days written notice
specifying the extent to which performance of work under the Contract is
terminated and the date on which termination becomes effective. Subcontractor
shall be paid all undisputed amounts due and owing for services provided up to
the date of termination.
b. Termination for Subcontractor Default. LeFleur may terminate this Contract, in
whole or in part, for cause in the event of a breach of this Contract or failure to
comply with LeFleues policies and procedures as set forth in the Performing
Provider Manual (a "Default°). Upon receipt of the notice of Default,
Subcontractor shall have fifteen (15) days in which to correct the Default. LeFleur
may, at its discretion, suspend Subcontractor's services under this Contract
pending correction of the Default. However, if the Default is not one that can
reasonably be corrected within fifteen (15) days, and Subcontractor has
commenced, in good faith and with due diligence, correction of such Default,
there shall be an additional fifteen (15) day period to cure the Default. If the
Default is not cured within the applicable cure period following receipt of the
written notice, LeFleur may terminate this contract, in whole or in part, on five (5)
days written notice to Subcontractor.
C. Immediate Termination.
LeFleur shall have the right to terminate this Contract, effective immediately upon
written notice to Subcontractor in any of the following events:
1. Insurance. Subcontractor fails to obtain and maintain in force any such
insurance as required in Section 4.2, Insurance Coverage and Other
Requirements, or fail to provide evidence of such insurance as required in
Section 4.1.
2. Performance Standards. Subcontractor has repeated missed trips or fails
to provide "on-time" performance as defined in Section 5.17.
3. Passenger Safety. Imminent harm to passenger safety, as determined by
LeFleur in its reasonable discretion.
4. Inappropriate or False Billing. Subcontractor knowingly bills LeFleur for
Td -es that were not provided (including but not limited to "no shows" or
those trips canceled by the Client or a representative of the Client). If
LeFleur discovers deliberate inappropriate billing, LeFleur may, in its sole
discretion, withhold all payments due to Subcontractor pending
satisfactory resolution of the issue.
5. Breach of Confidentiality. Subcontractor breaches any of the obligations
of Article VI of this Contract.
d. Termination for Default by LeFleur. LeFleur shall be in default under this Contract
if it repeatedly fails or refuses to fulfill or perform any of its material obligations
under this Contract, unless that failure or refusal results from a Subcontractor
Default. Subcontractor shall give LeFleur thirty (30) calendar days' written notice
of its intent to terminate this Contract for a material default by LeFleur. Such
notice shall specify the alleged material default and shall include any and all
amounts Subcontractor claims is due and owing by LeFleur.
e. Termination Due to Reduction in Funding or Termination of MTO Contract b
HHSC. In the event that funding from state, federal, or other sources is
withdrawn, reduced, or otherwise limited after the Effective Date of this Contract,
LeFleur may terminate this Contract on five (5) days written notice, or in
LeFleur's sole discretion, LeFleur and Subcontractor may renegotiate the
Contract under the new funding limitations and conditions. In the event the HHSC
Agreement is terminated, LeFleur may terminate this Contract on five (5) days
written notice to Subcontractor. If the Contract is terminated under this provision,
Subcontractor shall be paid for all undisputed amounts due and owing for
services provided prior to the date of termination and Subcontractor shall not be
entitled to any amounts after the date of termination.
7.2 Waiver of Default. The failure of LeFleur to require strict performance of any provision of
this Contract or to object to a breach of any provision of the Contract shall not be
deemed to be a waiver of the breach of that provision or any other provision or any
subsequent breach of that provisions or any other provision, and shall not be construed
to be a modification of the terms of the Contract unless, and only to the extent that there
has been a written amendment to this Contract signed by the Parties.
VIII. MISCELLANEOUS
8.1 Applicable Law and Forum. Except as hereinafter specifically provided, this Contract
shall be governed by and construed according to the laws of the State of Texas.
8.2 Severability. If any provision of this Contract or any provision of any document
incorporated by reference shall be held invalid, such invalidity shall not affect the other
provisions of this Contract which can be given effect without the invalid provision, and to
this end the provisions of this Contract are declared to be severable.
8.3 Assignments: No subcontracting. This Contract shall be binding on the Parties and their
successors and assignees. Subcontractor shall not assign any rights or obligations
under this Contract, except as specifically allowed by this Contract, without the prior
written consent of LeFleur, which will be granted at LeFleur's sole discretion.
8.4 Modification of Contract. This Contract constitutes the entire agreement and
understanding of the Parties, and supersedes all offers, negotiations, and other
agreements concerning the subject matter contained herein. This Contract may not be
amended or modified unless such amendment and/or modification is in writing and is
signed by LeFleur and Subcontractor.
8.5 Third Party Beneficiaries. This Contract is entered into by LeFleur and Subcontractor for
the sole benefit of LeFleur and Subcontractor and is not intended to, nor does it create,
any third party beneficiary or rights in any other party, except as specifically provided
herein to HHSC. Subcontractor acknowledges and agrees that HSHC is the intended
third -party beneficiary of this Contract and, as such, HSHC is entitled to all remedies
available to third -party beneficiaries under Texas law.
8.6 Legal Status of Subcontractor. Subcontractor represents and warrants that it is
authorized to enter into this Contract; that it has the legal status; is incorporated in the
State of Texas; and that this status is and shall remain in full force and effect during the
period of this Contract.
8.7 Federal Exclusion List. Neither Subcontractor nor any of Subcontractor's employees,
contractors or subcontractors are currently barred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal or State department or agency. Subcontractor shall screen all current and
prospective employees, contractors and subcontractors prior to engaging their services
under this Contract and at least annually thereafter, by: (1) Requiring that current or
prospective employees, contractors or subcontractors disclose whether they are
Excluded Individuals/Entities; and (2) Reviewing the list of sanctioned persons
maintained by the HHSC' Office of Inspector General, and the Excluded Parties List
System maintained by the U.S. General Services Administration (available at
https://www.sam.00v/portal/publicISAM/1. If at any time during the term of this Contract,
Subcontractor or any of Subcontractor's employees, contractors or subcontractors
becomes barred, suspended, or excluded from participation in this transaction,
Subcontractor shall, within three (3) days after such individual or entity is barred,
suspended or excluded, provide to LeFleur a written description of each offense causing
the exclusion, the date(s) of the offense, the action(s) causing the offense(s), any
penalty assessed or sentence imposed, and the date any penalty was paid or sentence
complete.
8.8 Non-use of Certain Facilities. Subcontractor shall comply with all applicable standards,
orders, or requirements issued under Section 306 of the Clean Air Act [42 USC 1857(h)],
Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and
Environmental Protection Agency (EPA) regulations (40 CFR Part 15). Subcontractor
recognizes that the use of facilities included in the EPA List of Violating Facilities is
prohibited.
8.9 Employee Disclosure. Subcontractor shall notify LeFleur of current or former LeFleur
employees who are presently employed by Subcontractor in any capacity to provide
work with respect to this Contract. Additionally, Subcontractor shall notify LeFleur of
current or former LeFleur employees who they anticipate may become involved in the
work or services to be provided on this Contract anytime during the term of the Contract.
Subcontractor shall notify LeFleur of any employees, officers, directors or partners are
either current or former HHSC employees.
8.10 Enerav Efficiency. Subcontractor shall comply with state and local building codes.
Through such compliance Subcontractor recognizes standards and policies relating to
energy efficiency, which are contained in the State Energy Conservation Plan.
8.11 Notices. Except as noted elsewhere, any notice required or permitted under this
Contract shall be in writing and be deemed to be made or given if personally delivered,
transmitted via facsimile, provided a confirmation of transmission is produced by the
sending machine, or if deposited into the United States mail, certified mail, return receipt
requested, postage prepaid, and delivered or addressed as set forth below. Any notice
deposited into the United States mail in accordance with the requirements of this Section
shall be deemed delivered upon the third (3) business day following the date of the
postmark.
Notices to LeFleur should be addressed to:
Michael P. Ford, CFO
LeFleur Transportation of Texas, Inc.
219 Industrial Drive
Ridgeland, MS 39157
Fax: 601-853-8757
With mandatory copy to:
O. Kendall Moore
General Counsel
LeFleur Transportation of Texas, Inc.
1052 Highland Colony Parkway, STE 204
Ridgeland, MS 39157
601-713-4333, ext. 140
Fax: 601-713-4384
Notices to Subcontractor should be addressed to:
Citibus
Attn: Maurice Pearl
P.O. Box 2000
Lubbock, Texas 79457
Either Party may change the above -referenced address or other notification information
by five (5) days' written notice to the other Party requesting such change.
8.12 Laws and Regulations Governing the Administration of the Agreement. The Parties will
administer this Contract in accordance with state and federal law and policy; court-
ordered consent decrees and corrective action orders; and the Texas State Plan for
Medical Assistance—as amended or modified during the term of the Contract—including
all applicable provisions of the following:
(1) Title XIX of the Social Security Act, including Social Security Act § 1902(a)(70),
and any final regulations promulgated thereunder
(2) Texas Government Code Chapters 531 and 533, including Texas Government
Code §§ 531.02414 and 533.00257, and any administrative rules adopted thereunder
(3) Texas Human Resources Code Chapter 32 and any administrative rules adopted
thereunder
(4) Texas Government Code § 2155.144
(5) 1 Tex. Admin. Code Chapter 380
(6) 42 C.F.R. § 440.170
(7) 42 C.F.R. § 431.53
(8) The anti -kickback provisions of 42 U.S.C. § 1320a-7b(b)
(9) The Civil False Claims Act, 31 U.S.C. § 3729
(10) Consent Decree and Corrective Action Orders, Frew, et al. v. Janek, et al.
(11) The law listed or cited in RFP No. 529-15-0002
(12) Any other applicable provisions of state or federal law.
8.13 Force Majeure. The Parties shall not be responsible for any delay in or failure of
performance resulting from acts of God, riot, war, civil unrest, natural disaster, labor
dispute or other circumstances not reasonably within its control.
8.14 Authority. The Parties whose signatures are set forth below represent and warrant that
they are duly empowered to execute this Contract.
8.15 Non -Arbitration. The Parties reserve 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 Parties 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 document, the former shall control.
8.16 Govemina Law. This Contract shall be construed and governed according to the laws of
the State of Texas, without giving effect to its conflict of law provisions.
[SIGNATURES PAGE FOLLOWS]
IN WITNESS WHEREOF, LEFLEUR AND SUBCONTRACTOR hereby execute this Contract
on the dates set forth below.
LeFleur Tra ati xa Inc.
r
By:
Title: Reaion 1 Proiect Manaaer
Date 2 i
Subcontractor
By:
Title:
Date:
APPROVED
RECIPIENT
ATTEST:
Rebcca Garza
City ecretary
Date:
APPROVED AS TO CONTENT:
Bill 4 erton, Jr.
Asffistant City Manag
APPROVED AS TO FORM:
� 1
Amy, s
De , ity Attorney
Exhibit A
Compensation
1. Type/Level of Transporation Services To Be Provided: (Wheelchair, ambulatory, taxi,
etc.)
2. Service Areas: Subcontractor will serve eligible Clients primarily within MTO Region(s)
and, on occasion, when mutually agreed upon, other areas of the state.
3. Hours of Operations: Subcontractor shall, at a minimum, be available to provide
service to recipients Monday through Saturday, with sufficient service to accommodate Client's
appointments from 5:30 AM until 7:00 PM. Subcontractor shall ensure that the client arrives in
time for the scheduled appointment time and have return transportation available for the return
trip within one (1) hour from time of pick-up notification.
4. Reimbursement: Subcontractor shall be reimbursed for each authorized, completed
and documented one- way trip. Documentation of the trip must be on a form approved by
LeFleur. Trips will not be reimbursed without the signature of the Client or an approved
attendant. If the Client or approved attendant refuses to sign, the operator must document this
refusal in writing on the approved trip document.
5. Payment Terns: Payments will be made bi-monthly in arrears for invoiced services in
accordance with LeFleur procedure. Payments will be made within 20 days of the receipt and
verification of a complete invoice and supporting documents. Supporting documents include, but
are not limited to, the trip documents pre -approved by LeFleur.
6. Encounter Data: Prior to the Effective Date, LeFleur and Subcontractor will develop the
procedures for reporting encounter data to LeFleur. All data must be completed prior to any
adjustments being made to the reimbursement amount and payment terms listed above.
7. No-shows: Subcontractor will not be paid for no-show trips.
S. Attendants and Service Animals: Subcontractor shall transport any authorized and/or
required attendant or service animal at no additional cost to LeFleur. Trips with attendants
and/or service animals shall count as a single trip under the terms of this Contract.
9. Offsets: LeFleur shall have the right to reduce the next payment to Subcontractor by the
amount of any monies owed to LeFleur.
10. Rates: Subcontractor shall receive the reimbursement rates provided in Exhibit A-1.
Exhibit A-1: Reimbursement Rates
Subcontractor: Citibus
MTO Region M Region 1
Effective Date: 7/22/2014
LeFleur will pay the following rate for each completed and prior -authorized one-way trip billed in
accordance with LeFleur's billing Instructions and procedures:
In County- Ambulatory
$26.00
Out of County- Ambulatory
$42.00
In County- Wheelchair
$37.00
Out of County- Wheelchair
$65.00
In County means the pickup and drop-off addresses are located within the same county. Out of County
means the pickup and drop-off addresses are in different counties.
LeFleur Transportation
By: ���
Name: Michael Carlisle
Title: Prosect Manager
Date: 7122/2014
Subcontractor
By: )
Name•IN%v_.r1r,: PPr[
Title: 17 0j2y,M( wt� Mr y
Date: PS hV
Exhibit B
Key Performance Requirements
Liquidated Damages
Sub -Contractor is bound to the following Key Performance Requirements (KPR). Performance measures are applicable at all times and may be monitored
accordingly. Accelerated monitoring may occur as needed and as determined by HHSC. Performance standard will be applied to regular monitoring visits or any
other follow up or occurrence as deemed necessary by HHSC and/or LeFleur. Performance Measures may not be subject to more than one Performance Standard
and associated Liquidated Damage assessment.
Definitions
"Performance Standard" refers to the specific, desired or required outcome or result of the Sub -Contractor's performance.
"Performance Measuren refers to the specific number, amount, percentage or duration of the activity or deliverable described in the Performance Standard.
"Monitoring Period" infers to the specific period of time during which the Sub -Contractor's performance will be monitored for compliance with the Performance
Standard and subject to potential remedies under the contract.
"Cure Period" refers to the time specified as a grace period in this document for each Performance Measure during which the Sub -Contractor may perform the
required service or supply the required deliverable.
"Base Liquidated Damage Value" is the dollar amount LeFleur will apply to each unit or instance of noncompliance with a Performance Measure.
References.:.
PerformanceStandard
Performance Measure.
Monitoring
Cure Period
Liquidated Damage Value
Number
Period
KPR I
Service Delivery
98% of all services must be
Quarterly unless
0 calendar days.
51,500 per percentage point below
The Subcontractor must
arranged, coordinated,
accelerated by
98% when the service is not delivered.
arrange, coordinate, schedule,
scheduled, dispatched and
HHSC.
and provide transportation
provided to meet the clients'
services to meet the needs of
needs.
the client.
KPR 2
Service Complaints
98% of all complaints in a
Monthly unless
0 calendar days.
$1,000 each percentage point below
The Subcontractor will respond
calendar month will receive a
accelerated by
98%.
to client service delivery
response from the
HHSC.
complaints within 5 days,
Subcontractor within the
Ombudsman complaints within
performance standard
3 days, Legislator's office
timeframe.
complaints within 24 hours.
KPR 3
Demand Response Services
100% of vehicles and drivers
Monthly unless
2 calendar days.
$2,500 for each incident where
The Subcontractor most
used in the service delivery to
accelerated by
Subcontractor use a vehicle or driver
maintain a current vehicle and
clients will be maintained on a
HHSC.
that was not included on the roster.
driver roster used w provide
vehicle and driver rearm. This
trans oration to program
Performance Standard
References
Performance Standard-
Performance Measure
Monitoring .
Cure Period
Liquidatcd Damage Value
Number
-
Period
_
clients.
excludes drivers or vehicles
that HHSC and LeFleur agree
are not required to be included
on the driver or vehicle roster,
such as public transit.
KPR 4
Demand Response Services
100% of vehicles providing
Quarterly unless
2 calendar days.
$1,000 for each vehicle when it does
The Subcontractor most ensure
services must meet
accelerated by
not meet the performance standard
that a reliable fleet of vehicles,
performance standard
HHSC.
requirements at the time the vehicle
including ADA compliant
requirements.
was used to transport the client
vehicles, which meet federal,
state and local ordinances,
including insurance
requirements are used to
transport clients safely.
KPR 5
Demand Response Services
100% of drivers will meet the
Continuous
2 calendar days.
$1,000 for each driver that does not
The Subcontractor must ensure
requirements in the HHSC
Monitoring by
meet the requirements in HHSC
that drivers adhere to
approved Performing Provider
HHSC and
approved Performing Provider NEMT
requirements in the HHSC
NEW Manual and the
LeFleur Staff.
Manual and the Subcontract as
approved Performing Provider
Subcontract as documented by
evidenced by records available for
NEMT Manual and the
records retained by the
inspection in Subcontractor's driver
Subcontract. Driver records
Subcontractor and available
files or as noted during monitoring
must be kept at the Texas
for inspection.
activities.
headquarter office and be
available for inspection.
$2,000 for unlicensed drivers or for
the use of a driver prior to completing
contract requirements and properly
documenting criminal background
checks annually.
KPR 6
Demand Resnonse Services
100% of all Performing
As necessary.
0 calendar days.
$500 per incident, per day when the
The Subcontractor most ensure
Provider services will be
Subcontractor does not reimburse the
that all demand response
provided at no charge to
client within twenty-four (24) hours.
drivers do not charge program
clients. Upon being informed
clients for services authorized
that a Performing Provider
by the Subcontractor.
inappropriately charged a
client, the Subcontractor shall
reimburse the client the
charged amount within
twenty-four (24) hours of
being notified of the cvcnt
KPR 7
The Parties agree that LeFleur
I Subcontractor most perform
I Ongoing
0 calendar days
$500 per calendar day for each
Reference
- Performance Standard
-
Performance Measure.
- Monitoring
CorePeriod
Liquidated Damage Value -
Number
Period
may assess a liquidated damage
all duties required under the
instance of Subcontractor's breach or
of up to $500 per calendar day
Subcontract.
nonperformance of duty not
for each instance of
specified in the Key Performance
Subcontractor's breach or
Requirements, after HHSC or LeFleur
nonperformance of a duty that
has given notice to Subcontractor of
is not specified in the Key
such non-performance.
Performance Requirements.
KPR 8
Customer Service Surveys
95% of all client surveys will
Quarterly
0 calendar days
$2,500 for each quarter that client
The Subcontractor must
indicate satisfaction with
surveys did not meet the 95%
maintain a95%client
transportation services
threshold.
satisfaction survey result as
provided by Subcontractor.
determined by the survey
conducted by an independent
research organization hired by
LeFleur. Corrective action
plans must be submitted in
LeFleur if Subcontractor
obtains less than 95% client
satisfaction.
KPR 9
Failure to comply with
Each occurrence
Ongoing
0 calendar days
$500 per day.
documentation requirements
for maintaining proof of
insuraoce.
KPR 10
Compliance with Laws
100% compliance with
Continuous
0 calendar days
$5,000 a day when Subcontractor
The Subcontractor must
Applicable Laws
Monitoring by
continues non-compliant actions after
comply with the requirements
RHSC and
notification by LeFleur or HHSC that
of the laws applicable to the
LeFleur staff
it is out of compliance with applicable
performance of the contract
laws.
which include ceratin:
a. state and federal regulations
It. state and Medicaid rules and
regulations
c. state regulations regarding
transportation services
d. Texas Administrative Code
e. Corrective Action Orders
and the Consent Decree Frew
vs. Janes
KPR l l
Client Safety
100% of a0 persons
Continuously
2 calendar days$10,000
per accident when client
The Subcontractor most ensure
responsible for transporting
im'uries occurred due to failure to
Reference--'
- Performance Standard
Performance Measure
.Monitoring
Cure Period.
Liquidated DamageValue -
Number
Period
compliance with LeFleur's
clients must comply e ith all
follow procedures in LeFlenrs plans,
training plan, training
client safety procedures 100%
materials, and manuals. Subcontractor
materials, and manuals.
of the time.
may also be placed on automatic
Corrective Action. Client injuries
means and accident or incident where
the client was injured and required
medical attention or was assaulted or
sexually harassed
KPR 12
Performing Provider
100% complete monthly
Monthly unless
2 business days
$500 per report for each business day
Monitoring
reports are submitted to
accelerated or
following the due
the report is not timely and complete
The Subcontractor will submit
LeFleur by the required
requested by
date
(after Care Period). A complete
timely and complete
deadlines
HHSC
report contains an accurate response to
Performing Provider
each item required in the report
monitoring reports to LeFleur.
KPR 13
Performine Provider
100% of Performing Provider
Continuous
4calendar days
$ 1,000 per occurrence when
Management
records specified in the
Monitoring
performance measure in not met
The Subcontractor must
subcontract or Performing
"Occurrence" means an agreement,
maintain and submit to LeFleur
Provider NEW Manual,
record specified in the Performing
documentation for 100% of its
agreements, Business
Provider or NEW Manual or
subcontracts, records specified
Associate Agreements when
enrollment information that has not
in the Performing Provider
applicable, and enrollment
been submitted in LeFleur following
NEW Manual, agreements,
information for Performing
the cure period.
Business Associate
Providers listed on LeFlem's
Agreements when applicable,
approved Performing Provider
required insurance coverage
list most be submitted m
and emo intent information for
LeFlem.
Performing Providers listed on
LeFlem's approved Performing
Providers list.
KPR 14
Performing Provider
100% of all corrective action
Continuous
2 business days
$1,000 per occurrence when
Monitoring
plans are submitted to LeFleur
Monitoring by
performance measure in not met
The Subcontractor most submit
by approved time frames or
HHSC and
Occurrence means a corrective action
corrective action plans (CAP)
with extensions approved by
LeFleur staff
plan that is not submitted on time.
by required time frames.
LeFlem.
KPR 15
Performing Provider
100% of all items noted in
Continuous
0 calendar days
$1,000 per day for each item noted in
Monitoring
LeFleur approved corrective
Monitoring by
corrective action plan that the
The Subcontractor most
action plan most be
HHSC and
Subcontractor did not implement by
implement all items noted in
implemented by the required
LeFleur staff
time frame required in CAP.
the corrective action plan by
time frames.
required time frames.
Reference
Performance Standard,
;Performance Measure
Monitoring
Cure Period
Liquidated Damage Value
:- Number
-
Period
-
KPR 16
Demand Responsive Services
100% of contract required
Quanerly unless
2 calendar days
3750 per document per HHSC request
The Subcontractor most ensure
vehicle documentation will be
accelerated by
for information that LeFleur is unable
that records of operating
submitted to LeFleur.
HHSC
to meet because the Subcontractor
equipment for each vehicle
failed to submit the required
used to provide client
documentation to LeFleur.
transportation are submitted to
LeFlear.
KPR 17
The Subcontractor most
Monthly
Ongoing
0 calendar days
$100 per claim
perform monthly validation
checks of Performing Providers
and or Material Subcontract
claims.
KPR I S
Report the required percentages
Failure to achieve and report
Ongoing
0 calendar days
$100 per reporting period
in the format approved by
the required percentages in the
HHSC for validation checks.
format approved by HHSC no
later than thirty (30) days
following ent of service.
Exhibit C
Business Associate Agreement
The Business Associate Agreement ("BAA") between HHSC and LeFleur Transportation of
Texas, Inc. (CONTRACTOR) establishes the permitted and required uses and disclosures of
Confidential Information by CONTRACTOR.
CONTRACTOR has subcontracted with Citibus (SUBCONTRACTOR) for
performance of duties on behalf of CONTRACTOR which are subject to the BAA: the provision
of nonemergency medical transportation services (°NEMT') to eligible Medicaid Clients.
SUBCONTRACTOR acknowledges, understands and agrees to be bound by the terms and
conditions applicable to CONTRACTOR under the BAA, incorporated by reference in this
Agreement, with respect to HHSC Confidential Information. CONTRACTOR and
SUBCONTRACTOR assure HHSC that SUBCONTRACTOR will only create, receive, maintain,
or transmit Confidential Information on behalf of CONTRACTOR under, at a minimum, the
identical terms and conditions of the BAA applicable to CONTRACTOR. The BAA represents
minimum requirements over HHSC Confidential Information. CONTRACTOR may apply stricter
requirements over HHSC Confidential Information to SUBCONTRACTOR than apply to
CONTRACTOR in the BAA. CONTRACTOR may also contract with SUBCONTRACTOR to
engage in activities not subject to the BAA, if not prohibited by the Base Contract.
SUBCONTRACTOR acknowledges receipt, understanding of and agrees to be bound by the
terms and conditions applicable to SUBCONTRACTOR under the BAA with respect to HHSC
Confidential Information, which is incorporate by reference for purposes of
SUBCONTRACTOR'S agreement as if fully set forth herein.
CONTRACTOR and SUBCONTRACTOR agree that HHSC is a third -party beneficiary to
applicable provisions of the subcontract.
HHSC has the right but not the obligation to review or approve the terms and conditions of the
subcontract by virtue of this Subcontract Agreement.
CONTRACTOR and SUBCONTRACTOR assure HHSC that any Breach or Event as defined by
the BAA that SUBCONTRACTOR discovers will be reported to HHSC by CONTRACTOR in the
time, manner and content required by the BAA.
If CONTRACTOR knows or should have known in the exercise of reasonable diligence of a
pattern of activity of practice by SUBCONTRACTOR that constitutes a material breach or
violation of the BAA or the SUBCONTRACTOR's obligations CONTRACTOR will:
1. Take reasonable steps to cure the violation or end the violation, as applicable;
2. If the steps are unsuccessful, terminated the contract or -arrangement with
SUBCONTRACTOR, if feasible;
3. Notify HHSC immediately upon reasonably discovery of the pattern of activity or practice
of SUBCONTRACTOR that constitutes a material breach or violation of the BAA and
keep HHSC reasonably and regularly informed about steps CONTRACTOR is taking to
cure or end the violation or terminate SUBCONTRACTOR's contract or arrangement.
[SIGNATURE PAGE FOLLOWS]
This Subcontractor Agreement Form is executed by the parties in their capacities indicated
below.
CONTRRAAACC'TO
BY: v //''
PRINT NAME: M/ ko
JOB TITLE: Region 1 Project Manager
DATE: 0821.2014
SUBCONTRACTOR
BY:
PRINT NA lr+le.. t^ .'Ryi4.i SO/1
JOB TITLE: Mk
DATE: .2014
Certificate of Coverage
.urascovxvremvxAL arse rorn
TMLIRP Contract Number: 1458
Member:
Company Affording Coverage:
Lubbock-Chibus
Texas Municipal League Intergovernmental Risk Pool (TMLIRP)
Mr. Chris Mandrell
PO Bax 149194
Human Resources Director
Austin, Tx 78714-9194
PO Box 2000
(512) 491-2300 or (800) 537.8855
Lubbeck,Texas 79457-0001
Fox; (512)491.2404
Certificate Holder:
LaFleur Transportation of Texas Inc.
Its officers, directors, elected and appointed officials
employees, agents and voluteers
219 Industrial Drive
Ridgeland, MS 39157
This Is b certify Nat the coverages listed below have been provided to the
member and are In effect n this time. Notwiflom nding any requirements,
terms, or conditions of any other contract or agreement with mepect to which
this certificate may be Issued or may poltain, the coverage afforded by
TMLIRP described herein Is subject only to One terms, exclusions and eddi0one of TM LIRP's coverage contracts between TMLIRP and its members).
Coverage is continuous until canceled.
General Liability Effective Date: 10/12013
Real B Personal Property Effective Det.:
Anniversary Date: 10/12014
Anniversary Date
Limits of Liability(Each Occurrence): $1,000,000
Limits of Coverage:
sudden Events Involving Pollution
(Each Occurrence): 51.000.000
Deductible per Occurrence:
Annual Aggregate: $2000,000
Mobile Equipment EffedNo Date
Deductible per Occurrence: $0
Anniversary Date
Lands of Coverage:
Law Enforcement Liability Effective Data
Anniversary Detc
ticdudiblo per Occuri
Boller a Machinery - Broad Form Effective Date.
Limits of Liability(Each Occurrence):
Annual Aggregate.
Anniversary Dale
Deductible peF Occurrence:
Per Accident Limit.
Deductible per Occurrence.
Errom and Orrholons Liability Effective Date.
Yes No
Anniversary Dale.
Limits of Lemiliry(Each Wrongful Ad):
Mortgages
Annual Aggregate:
Loss Payee
Deductible per occurrence:
Loan Number:
Aum Liability Effedive Date: 10112013
YearlMakelModel VIN value
Anniversary Date: 10/12014
Limits of Liability (Each Occurrence): 41,000,000
Deductible per Occurrence: s0
Auto Physical Damage Effective Date:
Anniversary Data:
Limits of Liability:
Collusion Deductible:
Canprehensive Deductible:
Yes No
Loan Number:
Lass Payee:
DESCRIPTION:
Evidenceofceverage. Waiver of Subrogation Included.
Cancellelion: should any of the above described coverages be canceled before the anniversary date Mercer. TMLIRP will endeavor to mall
30 days wMten notice to the above named certificate holder, but failure to mail such nodes shall impose no obligation or liability of any kind
upon TMLIRP.
Authorized Reprea rva / l/0,q_ a //A Data Issued
GJ�(J4[
7a$12014 x102
�) 10,15108
Certificate of Coverage
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TMLIRP Contract Number: 458
Member:
Company Affording Coverage:
Lubbock- hbus
Texas Municipal League Intergovernmental Risk Pool (TMLIRP)
Mc Chris Mandmil
PO Box 149194
Human Resource, Director
Mab., Tx 78714-9194
PO Box 2000
(512) 491-2300 or (800) 537,6(155
WbbocxTexas 79457-00(01
Fas.(512)491-2404
Certificate Holder:
LaFleur Transportation of Texas Inc.
Its officers, directors, elected and appointed officials
employees, agents and voluteers
210 IndUstrlal Drive
Ridgeland, MS 39157
This Is to certify that the covertness listed bolow have been provided to this member and are In effect at this time. Notwithstanding any
requirements, terms, or conditions of any other contract or agreement with reaped to which this certificate may be Issued or may contain, the
coverage afforded by TMLIRP described heron is subject only to the terms, exclusions and additions of TMLIRP's coverage contracts
between TMLIRP and Its members). Coverage Ie continuous until canceled.
Workers' Comloonsallon
Effective Date', 1011/2014 Anniversary Data IW112015
Limits of Liability. Statutory
DESCRIPTION:
Evidenceof eoverege. W,Ivar of Subrogation Included.
Oanaepabbn: Should any of me above described coverages be canceled before the anniversary date thereof. TMLIRP will endeavor to mall
W days wAben notice to the above named certificate hostler, but hdure to mail such notice shall impose no obligation or liability of any knot
upon TMLIRP.
Authorized Representatiive I O Date Issued
MINo' W_ 7211/2014
%119
10115108