This Agreement for Non-Emergency Medical Transportation (the “Agreement”) is entered into as of the date shown below between (“Facility”) and the Patient Transportation, LLC (“Transportation Provider”).
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WHEREAS, the purpose of this Agreement is to state the terms and conditions under which the Transportation Provider will provide non-emergency transportation services for clients.
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NOW, THEREFORE, in consideration of the agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Services Provided. The Transportation Provider shall provide clients with non-emergency transportation services to or from a pre-determined location. The Services do not include, and this Agreement does not affect, the delivery by Transportation Provider of emergency medical transportation services. The determination of whether a transport is an "emergency" or "non- emergency" shall be made by the Transportation Provider in accordance with established standards and protocols. Transportation Provider shall provide the Services upon request by the client or the client representative. Wheelchair van service shall be provided by Transportation Provider as needed.
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a. Transportation Provider is not responsible for the clients intake and navigating in the building when dropped off for their designated appointments. If the client cannot retain information from the appointment or manage oneself once dropped off for their appointment someone may need to accompany the client for their appointment. Transportation Provider is only responsible for the transportation services provided.
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b. No smoking will be allowed in the vehicles.
2. Fees for Services. Transportation Provider shall charge the fees set forth on Exhibit “A” (attached hereto and incorporated herein by reference) for the Services provided by Provider hereunder. Provider shall have the right to change the fees it charges upon thirty (30) days written notice; provided, however, that the Transportation Provider shall not change the fees more than once a year.
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3. Required Documentation for the Services.
a. The client and/or client representative shall be responsible for determining and documenting the medical necessity of all the Services requested. Without limiting the generality of the foregoing, the client and/or client representative shall be responsible for obtaining any preauthorization, physicians orders, prior authorization number (“PAN”), physician certification statements (“PCS”) or certificates of medical necessity required to document medical necessity or to comply with the requirements of Medicare, Medicaid or other third party payors for any patie
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b. For patients covered by Medicare Part B, the client shall deliver to the Transportation Provider a completed PCS in the form prescribed by the Transportation Provider prior to any transport or as soon thereafter as possible, but in no event later three (3) days after the transport. The PCS submitted to the Transportation Provider must include a description of the patient’s physical condition that is sufficient under Medicare rules and regulations to justify the need for the patient to be transported by non-emergent transportation rather than alternative means. The client, or the client's authorized representative, is responsible for signing the transport authorization form required for billing Medicare. The obligations of the Facility under this subparagraph (b) are subject to the applicable rules and regulations of Medicare and will be amended to comply with any changes in such rules and regulations.
c. For clients covered by Medicaid, the client and/or client representative shall obtain a PAN prior to any transport and shall provide Transportation Provider with such PAN prior to the transport or as soon thereafter as possible, but in no event later than one (1) day after the transport. The obligations of the Facility under this subparagraph (c) are subject to the applicable rules and regulations of Medicaid, including the Alabama Human Resources Code, and will be amended to comply with any changes in such rules and regulation
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d. The client shall provide copies of all documentation required under this Agreement to Provider as soon as reasonably possible upon request by Provider or, at Provider’s request, to any applicable payor. Further, the client shall maintain such documentation for the time period required by law.
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e. The client shall routinely furnish Transportation Provider with all medical and financial information reasonably requested by Transportation Provider to assist Transportation Provider in, as applicable, preparing and submitting complete claims forms, submitting encounter data, determining what (if any) other third party coverage exists for a patient, documenting the medical necessity of any non-emergent medical transportation service performed for any third party payor billed directly by Transportation Provider, and otherwise performing the functions required or contemplated hereunder.
4. Payment for the Services.
a. In the event the client timely provides Transportation Provider with the documentation and information required under Paragraph 3 above with respect to a transport of a client covered by Medicare, Medicaid or other third-party insurance, the client shall have no liability for the payment to Transportation Provider of its fees for such transport unless it is not fully covered by Medicare and Medicaid entities. In the event the client fails to timely provide Transportation Provider with the documentation and information required under Paragraph 3 above with respect to such a transport, the client shall be liable to and shall pay Transportation Provider the fees charged by Transportation Provider for such transport.
b. The Client shall be liable to and shall pay Transportation Provider the fees charged by Transportation Provider for transports of patients not covered by Medicare, Medicaid or other third-party insurance.
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c. Notwithstanding anything to the contrary contained in subparagraphs (a) and (b) above, the client shall be liable to, and shall pay, Transportation Provider the fees charged by Transportation Provider for round-trip transports when the client is transported from the pre-determined location to another health care facility and is then returned to the pre-determined. The parties acknowledge that such round-trip transports will be billed by Transportation Provider as two (2) separate transports.
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d. The client will deliver payment in full to Transportation Provider of any amounts due and owing by the Facility under this Agreement at the time that the service is rendered from Transportation Provider for such amounts. If the Client fails to deliver such payment in full to Transportation Provider within thirty (30) days of the date of Transportation Provider’s invoice, the client will not receive any discounts or special rates.
5. Term of Agreement. This Agreement shall become effective on the date shown below and will remain effective for one year.
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6. Termination. This Agreement may be terminated pursuant to the following provisions:
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a. Either party may terminate this Agreement with or without cause by giving sixty (60) days written notice to the other party of the effective date of termination. If the Facility gives notice of termination within thirty (30) days of receiving notice of a rate increase by Transportation Provider, only thirty (30) days notice shall be required to effect a termination and the existing rates will remain in effect for the thirty (30) days before termination.
b. Either party may terminate this Agreement in the event of the other party’s material breach hereof; provided, however, that termination for breach shall not become effective unless and until the party in breach has been given written notice of such breach describing the nature of the breach with sufficient specificity to permit its cure, and such party shall have failed to have cured such breach to the reasonable satisfaction of the other within thirty (30) days following said notice.
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c. In the event of nonpayment by the client of any amount due hereunder, Transportation Provider may terminate this Agreement on ten (10) days written notice.
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d. In the event a party files a voluntary petition in bankruptcy or makes an assignment for the benefit of creditors or otherwise seeks relief from creditors under any federal or state bankruptcy, insolvency, reorganization or moratorium statute, or is the subject of an involuntary petition in bankruptcy which is not dismissed with prejudice within sixty (60) days of its filing, the other party may terminate this Agreement immediately.
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Termination shall have no effect upon the rights or obligations of the parties arising out of any transactions occurring prior to the effective date of such termination.
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7. HIPAA Privacy Rule. Transportation Provider, as a non-emergent medical transportation service provider, provides transportation services directly to clients. As such, Transportation Provider is a “covered entity” under the HIPAA Privacy Rule. 45 C.F.R. §160.103. The HIPAA Privacy Rule expressly permits covered entities to share protected health information (“PHI”) with another covered entity for treatment and payment activities of the entity receiving the PHI. 45 C.F.R. §164.506(c). Therefore, the Facility acknowledges and agrees that it is permitted to disclose PHI to Transportation Provider for its treatment and payment activities without the need for a business associate agreement, patient authorization or any other permissions or approval.
8. Notices. Any notice required to be given pursuant to this Agreement shall be in writing and shall be sent by certified mail, registered mail, hand delivery, or email to the parties at the addresses set forth below:
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Transportation Provider: Patient Transportation, LLC
2100 Southbridge Parkway
Birmingham, AL 35209
Client:
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9. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, assigns and successors.
10. Legal Construction. In case one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision in this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.
11. Entire Agreement. This Agreement constitutes the entire agreement of the parties on the subject matter and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter of this Agreement.
12. Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and expenses in addition to any other relief to which it may be entitled.
13. Governing Law. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created under this Agreement are performable in Alabama.
14. No Assignment. Neither this Agreement nor any duties or obligations under it shall be assignable by either party without the prior written consent of the other party. In the event of an Assignment by either party to which the other party has consented, the assignee or the assignees legal representative shall agree in writing to assume, perform, and be bound by all of the covenants, obligations and agreements contained in this Agreement.
15. Amendment. This Agreement may be only amended by a written instrument signed by both parties.
16. Medicare Access to Records. To the extent required by Section 1395x(v)(1)(I) of Title 42 of the United States Code, until the expiration of four years after the termination of this Agreement, Transportation Provider shall, upon written request, make available to the Secretary of the United States Department of Health and Human Services, or to the Comptroller General of the United States General Accounting Office, or to any of their duly authorized representatives, a copy of this Agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs of the Services provided by Ambulance under this Agreement.
17. Independent Contractor. It is understood and agreed that Transportation Provider is engaged by the Facility to provide the Services as an independent contractor and that no employee or agent of one party shall be considered an employee or agent of the other party. Neither party has the right to bind the other party to any contract or any other obligations.
18. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original for all purposes.
