Wisconsin In-Network Transportation Provider Checklist

Please return all documents to:1275 Peachtree Street NE, 6 th FloorAtlanta, GA 30309Wisconsin In-NetworkTransportation Provider ChecklistThank you for taking the time to complete the Provider Transportation Packet. Toensure we process your packet as quickly and accurately as possible, please confirmthat you have included all the required documents. Using the checklist below, initialeach line to indicate you have reviewed the document and it is ready to be processed.The checklist on the next page lists all the supporting documentation that must also beincluded with your returned packet.Company Name: __________________________________Date: ___________________Person Completing Packet: _______________________________________________________Title: __________________________________Phone Number:_______________________Bold Page #s require a signature Page #Transportation Agreement Page 24 1Exhibit A – Liquidated Damages 25Exhibit B – Rates Default Rates $______________ Page 32 29Exhibit C – Business Associate Agreement HIPAA Page 36 33Exhibit D – Waste Reduction Act 37Exhibit E – Medicare Advantage Program 40Account Setup Agreement Page 47 45Insurance Credentialing Checklist 48Certificate of Insurance (COI) --Provider Questionnaire 49After Hours Contact Information Sheet 54W-9 Form Page 55 55Electronic File Transfer (EFT) Authorization (Optional) Page 59 59Transportation Provider (EDI) Packet Pages 61, 63, 64 60Transportation Provider PDM-PBM Software Agreement (Optional) Page 75 66Version: March 2011

Please return all documents to:1275 Peachtree Street NE, 6 th FloorAtlanta, GA 30309Within the forms on the previous checklist, there are requests for additional, supportingdocumentation. This checklist lists all the supporting documentation that must also beincluded with your returned packet. It is included to help you gather all the necessarydocumentation so that your application is as complete as possible and can beprocessed in a timely manner.ProviderSupporting DocumentationInsuranceEFTW-9Certificate of Insurance (COI)Business account voided checkBank signature on section 2 of the EFT formSocial Security number or Employer Identification numberVersion: March 2011

TRANSPORTATION AGREEMENT(the “Agreement”)by and betweenLOGISTICARE SOLUTIONS, LLC (“LGTC”)and___________________________ (“Provider”)WHEREAS, LGTC provides transportation brokerage services to eligible Participants(“Participants”) for the provision of non-emergency transportation services in the State ofWisconsin under contract (the “Client Contract”) to certain public agencies and/or privateorganizations (“Client”); andWHEREAS, LGTC wishes to enter into Agreements with qualified transportationcompanies for the provision of high-quality transportation services; andWHEREAS, Provider provides, among other things, non-emergency transportationservices and wishes to enter into this Agreement for the provision of services under the terms andconditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinmade, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:GENERAL TERMS AND CONDITIONS1. Definitions. For purposes of this Agreement and all Exhibits, the following terms have themeanings as defined below:a) “Agreement” shall mean this Transportation Agreement, including all exhibits,and incorporates by reference the Wisconsin LGTC Provider Manual. Provisionsof this Agreement shall prevail in the event of any conflict between thisAgreement and any provision of the Provider Manual.b) “Client” shall mean the party or entity with whom LGTC has a Client Contract.Although the singular form is used “Client” shall be understood as plural in theevent that LGTC is under agreement with more than one party or entity in thestate in which Provider operates.c) “Client Contract” shall mean the agreement between LGTC and any other partyor entity pursuant to which LGTC provides non-emergency transportationmanagement services for covered Participants. Although the singular form is used“Client Contract” shall be understood as plural in the event that LGTC is underWisconsin NET ProgramVersion: March 25 2011Page 1

agreement with more than one party or entity in the state or states in whichProvider operates.d) “Criminal background check” shall mean a national search for past criminalconvictions and sex offender status during the past ten (10) years that isconducted by a nationally recognized credentialing organization that is preapprovedby LGTC, and conducted pursuant to LGTC’s background checkrequirements.e) “Curb-to-curb” shall mean transportation service whereby the Participant meetsand boards the vehicle at the curb of the pick-up address and disembarks at thecurb of the drop-off address.f) “Door-to-door” shall mean transportation service whereby the driver parks thevehicle and meets the Participant at the threshold of the primary entrance of thepick-up address; assists the Participant to and into the vehicle, and delivers theParticipant to the threshold of the primary entrance of the drop-off address.g) “Group Trip” shall mean any trip that has the same pick-up address and time andsame drop-off address and time as a trip for another Participant.h) “Shared Ride Trip” shall mean any trip that has the same pick-up address andtime as a trip for another Participant and whose drop-off address and time are nearenough that the two trips could reasonably share the same vehicle. “Shared RideTrip” shall also mean any trip that has the same drop-off address and time as atrip for another Participant and whose pick-up address and time are near enoughthat the two trips could reasonably share the same vehicle.i) “Job number” shall mean a unique confirmation number generated by LGTC foreach trip reservation for each date of service.j) “Multi-load” shall mean a situation in which more than one Participant istransported in a vehicle at the same time to the same or different drop-offaddresses.k) “Participant” shall mean any individual covered under the terms of ClientContract and on whose behalf LGTC arranges transportation services.l) “Reroute” shall mean a trip reservation that is refused by Provider and that is sentback to LGTC to be directed to a different transportation provider.m) “Will call” shall mean a pick-up time that is not available at the time ofreservation and that will be set based upon the time of a telephone call from theParticipant to the Provider (or LGTC) when he or she is ready to be picked-upafter a medical appointment.2. Responsibilities of LGTC.a) Process Transportation Requests. LGTC will receive transportation requestsfrom Participants or their agents, verify Participant eligibility, schedulereservations, submit daily reservation requests to Provider (collectively referredto as a “Provider Manifest”), verify billing information, and perform such otheradministrative functions as LGTC deems necessary to provide qualitytransportation to Participants on behalf of its Client. Notwithstanding anythingherein to the contrary, LGTC shall be under no obligation to provide Providerwith a specific number of transportation requests. Any trip request assigned toWisconsin NET ProgramVersion: March 25 2011Page 2

Provider may be withdrawn by LGTC, in its sole discretion, in the event thatLGTC deems it necessary for the proper performance of its obligations under theClient Contract.b) Payments for Transportation. LGTC shall pay Provider for its services at therates and on the terms set forth in Exhibit B. Provider shall not invoice or requirepayment from Participants or the Client for such services.c) Orientation. LGTC shall provide one or more orientation sessions for Providerstaff, which will be offered at a LGTC regional office or the Provider’s base ofoperations. Provider is responsible for ensuring that it and its employeesunderstand all requirements and procedures for the provision of services pursuantto this Agreement.3. Responsibilities of Provider.a) Administrative, Reservation Receipt, and General.i) Provider shall comply with applicable city, county, state and federalrequirements regarding licensing, certification and insurance for allpersonnel and vehicles. Specialized Medical Vehicles that are also usedfor cot or stretcher transportation must meet the additional requirementsof DHS 107.23(3)(b) 10.ii) Provider shall utilize only drivers and vehicles that are registered withand pre-approved by LGTC to perform services under this Agreement.Provider shall not subcontract or assign services under this Agreement toany third party.iii) Provider shall provide proof that all registered vehicles meet all minimumstandards and requirements to perform services under this Agreement.iv) Provider shall provide proof that all drivers and attendants haveacceptable MVR, criminal background checks, and drugs screen recordsas set forth in the “Driver and Attendant Qualifications” section of thisAgreement.v) Provider shall ensure the safety of the Participants that it transports.vi) Provider shall provide one or more of the following modes oftransportation: ambulatory sedan or van, wheelchair van, stretcher van, ornon-emergency ambulance.vii) Provider shall provide curb-to-curb service as the standard servicealthough door-to-door service may be required in certain circumstances.viii) Provider shall establish and maintain both a telephone line and fax linefor use by LGTC to contact Provider. Fax lines shall be equipped with afax machine that provides reasonably unrestricted access to LGTC to sendfaxes to Provider. Provider shall receive trip reservations via fax ormodem from LGTC each day and confirm the receipt thereof in a formacceptable to LGTC. For same day or urgent medical appointments,Wisconsin NET ProgramVersion: March 25 2011Page 3

including hospital discharges, Provider shall accept reservations and jobnumbers from LGTC by telephone.ix) Provider shall transport Participants, adult escorts, transportationattendants, or personal assistants as applicable and in accordance with thespecifications of the reservations provided by LGTC and the terms of thisAgreement. Provider, upon consultation with LGTC, may refuse totransport any person who, in the judgment of the Provider, is a threat tothe health, safety, or welfare of either Provider’s employees or otherParticipants, or prevents or inhibits the vehicle from being operated in asafe manner.x) Provider shall reroute trip assignment at least 24-hours prior to thescheduled pick-up time to allow LGTC to make alternative arrangements.This requirement only applies to trip reservations that have beensubmitted to Provider at least 36 hours prior to the scheduled pick-uptime. In the event that Provider does not provide 24-hours notice andLGTC must make, as a result of the short notice, premium price alternatetransportation arrangements, Provider will be responsible for anyadditional charges incurred by LGTC. These charges may be deductedfrom amounts owed to Provider. This provision does not apply tocircumstances beyond the control of Provider (e.g., sudden vehiclebreakdown or vehicle accident).xi) Provider will ensure that all information obtained regarding Participantsin connection with this Agreement is held in strict confidence and is usedonly as required in the performance of Provider’s obligations. (For furtherconfidentiality requirements, see Exhibit C – Business AssociateAgreement.)xii) Provider shall promptly inform LGTC if a Participant is assigned to animproper level of service (i.e., ambulatory patient assigned to awheelchair trip, or wheelchair bound patient assigned to an ambulatorytrip).xiii) Client staff or its agent may ride on trips to monitor service. Providershall make all vehicles available to Client or it agents for inspection atany time.b) Pick Up and Delivery Standards. Provider shall provide transportation servicesthat comply with the following minimum service standards. LGTC’s or Client’sstaff, or their official agent, may ride on trips with the Participant to monitorservice.i) On time performance of scheduled pick-ups shall be the standard practice.“On time” means at the scheduled pick up time or up to fifteen minutesafter that time. In addition, early arrival of the vehicle is permissible solong as no Participant is required to board the vehicle before thescheduled pick-up time. Arrival more than fifteen minutes after thescheduled A-Leg pick-up time, or more than thirty minutes after theWisconsin NET ProgramVersion: March 25 2011Page 4

ii)iii)iv)scheduled B-Leg pick up time is considered a “late pick-up”. Themonthly average wait time for all A-Leg pick-ups performed by Providermay not exceed 15 minutes after the scheduled pick-up time and theactual wait time for any specific pick-up may not exceed 30 minutes afterthe scheduled pick-up time. The monthly average wait time for all B-Leg pick-ups performed by Provider may not exceed thirty (30) minutesafter the scheduled pick-up time and actual wait time for any specificpick-up may not exceed 45 minutes after the scheduled pick-up time.However, Provider must ensure that the average wait time for B-Legpick-up of dialysis patients does not does fifteen (15) minutes.The driver shall make his presence known to the Participant upon arrivalat the pick-up address and must wait at least ten (10) minutes after thescheduled pick-up time before the Participant may be considered a “noshow”. If the Participant is not present for pick up, the driver shall notifyProvider’s dispatcher before leaving the pick-up location and documentthe attempted pick-up on the daily trip log.Provider shall deliver the Participant to scheduled medical appointmentswithin fifteen (15) minutes of the medical appointment time as standardpractice, however, an earlier drop off before the appointment time may beacceptable in unusual situations on a case-by-case basis. However, in noevent shall a Participant be dropped off for a medical appointment morethan thirty (30) minutes before the scheduled appointment time, unlessthis is done at the client’s request. Provider shall ensure that Participantsare picked up at prearranged times for the return trip if the medicalservice provider follows a regular schedule. Provider will monitor returntrips to ensure Participants are delivered to their return destination intimely manner. The prearranged times may not be changed by Provider orthe driver without prior permission from LGTC. Based on input fromhealthcare facilities, LGTC reserves the right, in its sole discretion, tomeasure on-time performance of Provider by reference to the on-timedelivery of Participants to scheduled medical appointments.For “will call” return pick-up reservations from a medical appointment,the Provider shall arrive within one (1) hour after the time Provider isnotified that the Participant is ready, or by the close of the business dayfor the medical service provider, whichever is earlier.v) If a delay of fifteen (15) minutes or more occurs in the course of pickingup scheduled riders, Provider must contact waiting Participants at theirpick-up points to inform them of the delay and the expected arrival timeof the vehicle. Provider must advise scheduled riders of alternate pick-uparrangements when appropriate.vi)vii)If a delay occurs that will result in a Participant being late for a medicalappointment, Provider must contact LGTC who will notify the medicalprovider of the late arrival.For same day hospital discharge reservations, Provider shall pick-upWisconsin NET ProgramVersion: March 25 2011Page 5

Participants within three hours after accepting the trip reservation fromLGTC.viii) No Participant in a multi-load vehicle shall remain in the vehicle morethan forty-five (45) minutes longer that the average travel time for directtransport from point of pick-up to destination.ix) No more than 2% of Provider’s assigned trips shall be late or missedpick-ups. Providers with greater than 1% of their assigned trips as missedpick-ups may have their trips reduced. Habitual failure to meet thisstandard shall be a material breach of this Agreement and may result intermination of this Agreement.x) An adult escort at least eighteen (18) years of age or older shall bepermitted to accompany a child under eighteen (18) years of age, and insome cases, an adult escort may be required to accompany the child.Provider shall, at no additional charge, transport an adult escort of aminor Participant if and as directed by LGTC. A minor Participant shallbe transported in the rear seat or compartment of the vehicle and shall notbe permitted to travel as a front seat passenger.xi) A transportation attendant or personal assistant may ride with aParticipant if necessary to assist the Participant. The attendant or assistantshall assist the patient and the driver as requested.xii) Provider must allow service animals in the vehicle, as needed; however,other animals shall not be allowed on board the vehicle.xiii) Provider shall confirm the scheduled pick-up time with the Participant atleast 24-hours prior to the scheduled pick-up.c) General Vehicle Requirements. All vehicles utilized by Provider in theperformance of services under this Agreement must meet the requirements listedbelow. Each vehicle is subject to an initial and bi-annual inspection by LGTC aswell as interim inspections as required by LGTC in its sole discretion. Allvehicles must be made available to Client or its agent(s) for inspection at anytime. Inspections performed by LGTC do not replace or excuse the Providerfrom obtaining vehicle safety inspections as required by state or local law.Documentation of inspections performed by other agencies may suffice as longas LGTC and Client have access to the inspection records, and the inspectionstandards meet or exceed those of this Agreement. Any vehicle found noncompliantwith the following inspection standards, Wisconsin licensingrequirements, safety standards, Wisconsin Highway and TransportationDepartment, or ADA regulations, or other State or Federal laws or regulationsshall be immediately removed from service and shall pass a re-inspection beforeit may be used to provide transportation services for Participants under thisAgreement.i) Vehicles shall comply with the Americans with Disabilities Act (ADA)Accessibility Specifications for Transportation as well as Federal TransitAdministration (FTA) regulations, as applicable for the type of vehicleWisconsin NET ProgramVersion: March 25 2011Page 6

utilized by Provider.ii) The number of occupants in the vehicle, including the driver, shall notexceed the vehicle manufacturer’s approved seating capacity. Allvehicles shall have an available seat, with operable seatbelt, for eachpassenger that is securely fastened to the floor of the vehicle.iii) All vehicles shall have adequately functioning heating and airconditioningsystems and at all times shall maintain a temperature that iscomfortable to the Participant.iv) All vehicles shall have functioning seat belts and restraints as required byapplicable law. All vehicles shall have an easily visible interior sign thatstates: “ALL PASSENGERS SHALL USE SEAT BELTS”. Seat beltsmust be stored off the floor when not in use.v) Provider shall have at least two seat belt extensions available in eachvehicle if the vehicle’s standard seatbelts are not of “extended” length.vi) All vehicles shall be equipped with at least one seat belt cutter that is keptwithin easy reach of the driver for use in emergency situations.vii) All vehicles shall have an accurate, operating speedometer and odometer.viii) All vehicles shall have two exterior rear view mirrors, one on each side ofthe vehicle.ix) All vehicles shall be equipped with an interior mirror for monitoring thepassenger compartment.x) The exterior of all vehicles shall be clean and free of broken mirrors orwindows, excessive grime, major dents, or paint damage that detractsfrom the overall appearance of the vehicles.xi) The interior of all vehicles shall be clean and free of torn upholstery, tornor damaged floor or ceiling covering, damaged or broken seats,protruding sharp edges, dirt or litter, oil, grease, hazardous debris, orunsecured items.xii) Vehicles and all components must comply with or exceed themanufacturers, state and federal, safety and mechanical operating andmaintenance standards for the particular vehicles and models used underthis contract.xiii) All vehicles shall have Provider’s business name and telephone numberdisplayed on at least both exterior sides.xiv) The vehicle license number and LGTC’s toll-free and local phonenumbers shall be prominently displayed in the interior of each vehicle.This information, together with complaint procedures provided by LGTCshall be available in writing and stored in a clearly visible location in eachvehicle for distribution to Participants upon request.xv) Smoking shall be prohibited in all vehicles at all times. All vehicles shallhave an easily visible interior sign that states: “NO SMOKING”.xvi) All vehicles shall carry a vehicle information packet containing vehicleregistration, insurance card, and accident procedures and forms.xvii) All vehicles shall be equipped with a first aid kit stocked with antisepticcleansing wipes, triple antibiotic ointment, assorted sizes of adhesive andgauze bandages, tape, scissors, latex or other impermeable gloves andWisconsin NET ProgramVersion: March 25 2011Page 7

sterile eyewash.xviii) All vehicles shall be equipped with three (3) portable triangular reflectorsmounted on stands. Use of flares is prohibited and may not be carried onboard.xix) All vehicles shall carry extra electrical fuses.xx)xxi)xxii)All vehicles shall carry a functioning flashlight and an ice scraper.All vehicles shall be equipped with a “spill kit” that includes liquid spillabsorbent, latex or other impermeable gloves, hazardous waste disposalbags, scrub brush, disinfectant and deodorizer.All vehicles shall contain a current map of the applicable geographic areawith sufficient detail to locate Participant and medical provider addresses.xxiii) All vehicles shall be equipped with a working fire extinguisher that shallbe stored in a safe location.xxiv) Provider shall utilize only its own leased or owned vehicles and shall notsublet, subcontract or arrange for transportation under this Agreementfrom any third party.xxv)All vehicles must be equipped with a two-way communications systemlinking each vehicle with the Provider’s primary place of business. Cellphones are acceptable, but pagers are not acceptable substitutes. Avehicle with an inoperative two-way communication system shall beplaced out of service until the system is repaired or replaced.xxvi) All vehicles must properly utilize approved child safety seats whentransporting children in accordance with Wisconsin laws and regulations.xxvii) All vehicles shall have a functioning interior light within the passengercompartment.xxviii) All vehicles shall have adequate sidewall padding and the vehicle’s floormust be covered with commercial anti-skid flooring or carpeting. Flooringor carpeting in vehicles equipped to transport wheelchair passengers shallnot interfere with wheelchair movement between the lift and thewheelchair positions.xxix)xxx)All vehicles designed to accommodate more than six (6) passengers shallbe equipped with a retractable step, fixed sideboard (running board), or astep stool approved by LGTC to aid Participant boarding. This step shallbe capable of safely supporting 300 lbs and shall be no more than 12inches above ground level. The step shall have a nonskid top surface noless than eight inches by twelve inches. Removable steps shall beproperly secured while the vehicle is in motion. Under no circumstanceswill a milk crate or similar substitute be accepted as a substitute for a stepstool.Any vehicle found deficient with any State or Federal regulation or in thefollowing areas must be immediately removed from service:• Wisconsin Department of Health Services Specialized MedicalVehicle licensing and equipment/restraint device requirements;• Department of Motor Vehicles licensing requirements, safetystandards, annual Motor Bus/Human Service Vehicle Inspections;Wisconsin NET ProgramVersion: March 25 2011Page 8

• ADA regulations;• Client Contract requirements;• Vehicles currently placed out of service by the Wisconsin State Patrol;• If the overall condition of the vehicle creates a health or safety hazardfor the vehicle occupants;• Any vehicle receiving two (2) or more legitimized complaints frompassengers concerning cleanliness, temperature deficiencies, or otherdeficiencies within a five (5) day period must be removed from serviceuntil vehicle is inspected by LGTC and appropriate corrective actionstaken. Such actions must be documented and become a part of thevehicle's permanent record; or• Any vehicle found not in compliance with the vehicle standardscreated under the Client Contract or any state or federal standards(until verified for correction of deficiencies).d) Wheelchair Vehicle Requirements. All vehicles used to transport wheelchairpassengers (“Wheelchair Vehicle”) must meet the General Vehicle Requirementsset forth above as well as the following additional requirements.i) Each Wheelchair Vehicle must maintain a floor-to-ceiling heightclearance in the passenger compartment of at least fifty-six (56) inches(applicable to lift vehicles only, and not to ramp vehicles).ii) Each Wheelchair Vehicle must have an engine-wheelchair lift interlocksystem that requires the Wheelchair Vehicle’s transmission to be in parkand the emergency brake engaged to prevent vehicle movement when thelift is deployed.iii) All wheelchair ramps used on vehicles shall be certified as capable ofregularly servicing a six hundred pounds (600 lbs) load.iv) Each Wheelchair Vehicle with a hydraulic or electromechanical poweredwheelchair lift must have the lift mounted so not to impair the structuralintegrity of the vehicle. The lift must meet the following specifications:a) is capable of elevating and lowering a 600-pound load without theouter edge of the lift sagging, or tilting downwards more than oneinch, nor shall the platform deflection be more than three (3)degrees under a 600-pound load;b) the lift platform most be at least thirty (30) inches wide and fortyeight(48) inches long;c) the lift platform shall not have a gap between the platform surfaceand the roll-off barrier greater than 5/8 of an inch. When raised,the gap between the platform and the vehicle floor shall notexceed 1/2 inch horizontally and 5/8 inch vertically;d) the lift controls shall be accessible and operable from inside oroutside the vehicle, and shall be secure from accidental orunauthorized operation;e) the lift shall be powered from the vehicle’s electrical system. Thelift platform shall be able to be raised/lowered manually withWisconsin NET ProgramVersion: March 25 2011Page 9

passengers and/or shall provide a method to slow free-fall in theevent of a power failure or component failure;f) the lift operation shall be smooth without jerking motion.Movement shall be less than or equal to six (6) inches per secondduring lift cycle and less than or equal to twelve (12) inches persecond during stowage cycle;g) the lift platform shall not be capable of falling out of or into thevehicle when in storage in the passenger compartment, even if thepower should fail;h) all sharp edges of the lift structure which might be hazardous topassengers shall be padded or ground smooth;i) the lift platform shall have a properly functioning, automaticallyengaged, anti-roll-off barrier, with a minimum of one (1) inch onthe outbound end to prevent ride over;j) it is preferable that the platform when stored not intrude into thebody of the vehicle more than twelve (12) inches and shall beequipped with permanent vertical side plates to a height of at leasttwo (2) inches above the platform surface;k) the lift platform surface shall be equipped with non-skid expandedmetal mesh or equivalent, to allow for vision through theplatform; and1) the lift platform must be equipped with a hand rail on both sidesof the platform to assist loading or unloading ambulatorypassengers. The handrail shall meet the following requirements:• maximum height of thirty-eight inches;• minimum knuckle clearance of 1.5 inch;• able to withstand a force of 100 pounds; and• shall not reduce the lift platform width of at least thirty (30)inches.v) Each wheelchair position in all vehicles shall have a wheelchairsecurement device (or “tie down”) which shall:a) be placed as near to the accessible entrance as practical, providingclear floor area of 30 inches by 48 inches. Up to six (6) inchesmay be under another seat if there is nine (9) inches heightclearance from floor. All wheelchairs shall be forward facing;b) be tested to meet a 30 mph/20gm standard;c) securely restrain the wheelchair during transport from movingforward, backward, lateral and tilting movements in excess of (2)inches;d) be adjustable to accommodate all wheel bases, tires (includingpneumatic), and motorized wheelchairs;e) have a lock system, belt system, or both. If a belt system is used,the cargo strap when not in use shall be retractable or stored on amounted clasp or in a storage box. A tract mounting lock systemon the floor shall be compliant with ADA requirements for theWisconsin NET ProgramVersion: March 25 2011Page 10

vi)type of vehicle in which it is installed. In all cases the straps shallbe stored properly when not in use; andf) provide seat belts and/or shoulder harness that are attached to thefloor or to the side wall of the vehicle, that shall be capable ofsecuring both the passenger and wheelchair.Each wheelchair entrance door shall:a) maintain a minimum vertical clearance of fifty-six (56) inches anda minimum clear door opening of thirty (30) inches wide;b) have no lip or protrusion at the door threshold of more than 1/2inch, andc) be equipped with straps or locking devices to hold the door openwhen the lift or ramp is in use.e) Stretcher Vehicle Requirements. Stretcher van service is an alternative mode ofnon-emergency transportation. It shall be provided to an individual who cannot betransported in a sedan or wheelchair van and who does not need the medicalservices of an ambulance. All stretcher vehicles must meet the General VehicleRequirements set forth above as well as the following additional requirements.Specialized Medical Vehicles that are also used for cot or stretcher transportationmust meet the additional requirements of DHS 107.23(3)(b)10.A driver and an attendant shall staff the vehicle, which shall be specificallydesigned and equipped to provide non-emergency transportation of individuals onan approved stretcher. A stretcher vehicle shall be used for an individual who:i) Needs routine transportation to or from a non-emergency medicalappointment or service.ii)iii)Is convalescent or otherwise non-ambulatory and cannot use a wheelchair.Does not require medical monitoring, medical aid, medical care or medicaltreatment during transport. Self-administered oxygen is permitted as longas the oxygen tank is secured safely.The following restrictions apply:i) A stretcher passenger shall not be left unattended at any time.ii) The driver and attendant shall confirm that all restraining straps arefastened properly and that the stretcher, stretcher fasteners and anchoragesare properly secured.iii) The attendant shall be seated in the passenger compartment while thevehicle is in motion and shall notify the driver of any sudden change in thepassenger’s condition.iv) The stretcher vehicle shall not be used:a) for emergency medical transportation;b) to transport a passenger who requires basic or advanced lifesupport;c) to transport a passenger who has in place any temporary invasivedevice (including a saline lock), equipment such as an intravenousadministration device, or an airway maintenance device. However,Wisconsin NET ProgramVersion: March 25 2011Page 11

the Participant is eligible for transportation if he/she has a batteryoperatedventilator and an adult escort trained to provide ventilatorcare will travel with the Participant, and if no other medicalequipment or care is required.d) to transport a passenger who requires close observation or medicalmonitoring;e) to transport more than one (1) stretcher passenger at a time.f) Non Emergency Ambulance Vehicle Requirements. All vehicles used totransport Participants that require covered non-emergency BLS or ALS servicemust meet the General Vehicle Requirements set forth above as well as thefollowing additional requirements. State or local laws or regulations establishingminimum operational standards for Ambulances shall supersede the followingprovisions.i) Ambulance vehicle must have at least one (1) gurney that is capable ofsupporting 400 pounds or more.ii) Each gurney must have the capability to be lowered and raised from aheight of 18” to a height necessary to load the gurney into the vehiclewithout requiring the gurney to be manually lifted from the ground.iii)iv)Each gurney must be equipped with no less than one safety belt.Ambulance vehicle must have the necessary equipment to “lock” thegurney securely in place while in the vehicle.g) Driver and Attendant Qualifications. All drivers and attendants used to performservices under this Agreement shall, at a minimum, meet the applicablequalifications listed below. Each driver’s and attendant’s records andqualifications are subject to an initial and annual inspection by LGTC as well asinterim inspections as required by LGTC in its sole discretion. Any driver orattendant failing, at any time, to meet all of the applicable qualifications, or anyrequirements imposed by state or local law, shall be prohibited from providingservice under this Agreement. LGTC and the Client reserve the right to disallowany driver or attendant from performing services under this Agreement.i) All drivers and attendants must be at least twenty-one (21) years of ageand have an appropriate and unrestricted (with the exception of correctivelenses) current valid Wisconsin driver's license issued by the WisconsinDepartment of Transportation.ii) Drivers who receive citations and are convicted of two (2) movingviolations and/or accidents related to transportation provided under thisRFP, where the driver was at fault during the full term of the contract,must be removed from service. Provider must report any Driver citationsto the LGTC.iii) Drivers who currently have a suspended or revoked driver's license,commercial or other, are prohibited from driving for any purpose underthis contract. Drivers shall not have had their driver’s license suspendedor revoked due to moving violations in the previous three (3) years.iv) Provider shall verify that all drivers and attendants have been subject toWisconsin NET ProgramVersion: March 25 2011Page 12

and satisfactorily cleared a national criminal background check. Providermust comply with applicable Wisconsin laws and regulation regardingcriminal background checks, including fingerprinting, if required andconducted by any law enforcement entity. Provider shall verify thatdrivers or attendants are not listed on the Wisconsin Department of Healthand Human Services Adult or Child Abuse Safety Registry or theWisconsin State Patrol Sex Offender Registry. The following willpreclude a driver or attendant from providing services under thisagreement: (1) conviction for driving while intoxicated or under theinfluence of a controlled substance within three (3) years prior to deliveryof services under this Agreement; (2) plea of guilty or nolo contendere orconviction for any substance abuse, sexual offenses, or crimes ofviolence. Any individual who has plea of guilty or nolo contendere orbeen convicted for any felony not listed in (2) above in the previous ten(10) years cannot drive or attend to passengers until satisfactory reviewby the broker and Client is completed.v) Drivers and attendants must report to Provider if they are arrested for anyreason within seven (7) business days and Provider must immediatelyreport such arrests to LGTC.vi) All drivers must meet current state and federal motor carrier safetyregulations and guidelines.vii)viii)ix)Each driver must have competent driving habits.Provider shall not utilize drivers or attendants who are known abusers ofalcohol or known consumers of narcotics or drugs/medications that wouldendanger the safety of Participants. If Provider suspects a driver to bedriving under the influence of alcohol, narcotics or drugs/medications thatcould endanger the safety of Participants, Provider shall immediatelyremove the driver from providing service under this Agreement. Eachdriver and attendant shall successfully pass a drug screen for traces ofillicit drugs upon initial hire. LGTC will accept a five panel drug screensfor drivers if Provider is currently and actively regulated by theDepartment of Transportation, including annual random screeningsperformed pursuant to DOT guidelines. All other drivers must pass a tenpanel drug screen performed on an annual basis. LGTC will acceptcurrent drug screen results (date of screen results less than 12 monthsprior to effective date of Agreement), including those for less than tenpanelscreenings, for those drivers that are providing services on theeffective date of this Agreement, however, all future annual testing mustcomply with the ten-panel requirement, if applicable. Provider shallensure that the current laws, as well as Medicaid and/or Medicareregulations, as applicable, regarding drug and alcohol testing are enforcedfor all drivers and attendants.Prior to serving as a driver or as an attendant each person shall havereceived all of the following: basic Red Cross or equivalent training inFirst Aid and Cardio Pulmonary Resuscitation (CPR); specificWisconsin NET ProgramVersion: March 25 2011Page 13

instructions on care of passengers in seizure, and specific instructions inthe use of all ramps, lift equipment, and restraint devices used by theprovider. Each driver or attendant shall receive refresher training andremain current at all times in Basic First Aid and CPR.x) Provider shall ensure that all drivers and attendants have been trained inPassenger Assistance and Blood Borne Pathogens. Drivers must also betrained in Defensive Driving, use of common assistive devices by theelderly and handicapped persons, and applicable HIPAA requirements.Provider shall submit to LGTC proof that drivers and attendants havecompleted all required training prior to the drivers or attendants providingservices under this Agreement.xi) Any driver or attendant receiving two (2) or more complaints fromParticipants within a five (5) business day period may not be utilized untilcorrective action (to be defined by LGTC in its sole discretion) is taken.All complaints must be documented and become a part of the driver's orattendant’s permanent file.h) Driver and Attendant Service Requirements and Performancei) No driver or attendant shall use alcohol, narcotics, illegal drugs or drugsthat impair his or her ability to perform while on duty or abuse alcohol ordrugs at any time. A driver or attendant can use prescribed medication aslong as his/her duties can still be performed in a safe manner and Providerhas written documentation from a physician or pharmacist that themedication will not impact the ability of the driver.ii) No drivers or attendants shall allow firearms, alcoholic beverages inopened containers, unauthorized controlled substances, or highlycombustible materials to be transported in the vehicle.iii) No drivers or attendants shall solicit or accept controlled substances,iv)alcohol or medications from Participants.No drivers or attendants shall make sexually explicit comments, or solicitsexual favors, or engage in sexual activity while in the course of their jobduties.v) No drivers or attendants shall solicit or accept money from Participantsexcept for the collection of applicable co-payments as authorized by theClient and communicated by LGTC on the trip reservation. SpecializedMedical Vehicle providers are required to request co-payments in theamount and from Participants as communicated by LGTC on the tripreservation.vi)vii)viii)All drivers and/or attendants shall provide an appropriate level ofassistance to a Participant when requested or when required by theParticipant’s physical condition. Drivers shall maintain a comfortableinterior cabin temperature at all times while vehicle is occupied by amember or an attendant.All drivers and attendants must wear or have visible, an easily readableofficial Provider identification.No drivers or attendants shall smoke while in the vehicle, while assistingWisconsin NET ProgramVersion: March 25 2011Page 14

ix)a Participant, or in the presence of any Participant. Participants shall notbe allowed to smoke in the vehicle. Drivers shall report and Providershall notify LGTC immediately if any Participant does not comply withthe no-smoking requirement. At no time shall drivers or attendants eat orconsume any beverage while in the vehicle with or in the presence of anyParticipant.No drivers or attendants shall wear any type of headphones while on duty,with the exception of hands-free headsets for mobile telephones. Driversshall not “text” with any device while driving.x) All drivers shall park the vehicle so that the Participant does not have tocross streets to reach the entrance of the destination. Drivers or attendantsmust assist all passengers in the process of exiting the vehicle and inmoving to the building access of the passenger's destination.xi)xii)xiii)xiv)xv)xvi)No drivers or attendant shall leave a “vulnerable” Participant unattendedat any time in accordance with applicable WI regulations.All drivers and/or attendants must identify themselves and announce theirpresence at the entrance of the building at the specified pick-up location ifa curbside pick-up location is not apparent.All drivers and attendants must assist the Participants in the process ofbeing seated, including the fastening of seat belts and securing of infantsand children under age five (5) in properly installed child safety seats.Drivers shall confirm, prior to allowing any vehicle to proceed, thatwheelchairs or cot/stretchers are properly secured and that all Participantsare properly seat-belted or secured/restrained in their wheelchair orcot/stretcher.Drivers or attendants must exit the vehicle to open and close vehicledoors when Participants enter or exit the vehicle and provide assistance asnecessary to or from the main door of the place of destination. All driversshall confirm that the delivered passenger is safely inside his or herdestination prior to vehicle departure.All drivers and/or attendants must provide physical support or assistanceand oral directions to Participants. Such assistance shall also apply towheelchairs and mobility-limited persons as they enter or exit the vehicleusing a wheelchair lift or ramp. Such assistance shall also includestowage of mobility aids such as canes, walkers and folding wheelchairs.All drivers and/or attendants shall assure that any packages are safelystored before the driver moves the vehicle. Drivers and/or attendants arenot responsible for Participant’s personal items.xvii) All drivers and attendants shall be courteous, patient and helpful to allParticipants and be neat and clean in appearance. No driver or attendantshall touch any Participant except as appropriate and necessary to assistthe Participant into or out of the vehicle, into a seat and to secure theseatbelt, or as necessary to render first aid or assistance for which thedriver or attendant has been trained.xviii) If a Participant or other passenger’s behavior or any other conditionWisconsin NET ProgramVersion: March 25 2011Page 15

xix)xx)xxi)impedes the safe operation of the vehicle, the driver shall park the vehiclein a safe location out of traffic, notify the Provider, and requestassistance.Drivers shall observe all posted speed limits and modify drivingaccording to weather hazards.Provider shall ensure that all drivers observe the driver code of conduct.All drivers shall maintain a daily trip log that includes the followinginformation:a) Provider name;b) Provider ID numberc) vehicle number;d) driver’s name as it appears on his/her driver’s license;e) driver’s signaturef) names of Participants transportedg) Participant signature for each drop offh) no show indicator, if applicable;i) actual arrival time at pick-up point;j) actual arrival time at drop-off point;k) date of service;l) name of attendant (if any) and attendant’s signature;m) authorization stamp or signature of Provider, andn) any other pertinent information regarding completion of trips.i) Licensure, & Certificationi) Provider warrants that it has never been terminated from participation inany state Medicaid or Medicare program or been determined to havecommitted Medicaid or Medicare fraud.ii) Provider shall comply with all applicable city, county, state and federallaws and regulations, including all laws and regulations settingrequirements regarding licensing, certification and insurance for alltransportation related personnel and vehicles. Such laws or regulationsshall take priority over any conflicting provision of this Agreement andthe enforcement of the conflicting provision of this Agreement is herebywaived. Specialty Medical Vehicle providers must be currently certifiedby the Wisconsin Department of Health Services (Wisconsin MedicaidProgram) and the Wisconsin Department of Transportation..iii) Provider warrants that it has and shall maintain throughout the term of thisAgreement all licenses and certificates required by any federal, state,county or local governments, including but not limited to all licenses,registrations, or certificates required to provide transportation for hire.Provider will furnish LGTC with such documentation immediately uponrequest. To the extent Client services are provided to the WisconsinDepartment of Health and Human Services, Provider agrees that it must beenrolled with an active provider agreement with the Department prior toproviding NET services.Wisconsin NET ProgramVersion: March 25 2011Page 16

iv)Provider warrants that it has not been excluded from participation inFederal health care programs under either Section 1128 or 1128A of theSocial Security Act.j) Insurance. Provider shall maintain the following minimum levels of insurancethroughout the term of the Agreement. All insurance coverage, except Workers’Compensation, shall name LGTC and the Client as “Additional Insured” and shallbe primary with respect to claims and co-insurance determinations. Insurancepolicies shall indicate that LGTC will be informed in writing prior to anytermination of or change in insurance coverage. Concurrently with executing thisAgreement the Provider shall submit to LGTC certificates of insurance from itsagent or carrier listing LGTC as “Certificate Holder” as well as LGTC and theClient as “Additional Insured. Provider shall submit additional certificates ofinsurance from its agent or carrier immediately upon the renewal of or change tosuch insurance coverage. The Certificate of Insurance submitted to LGTC shallconfirm that the Comprehensive General Liability policy provides coverage forsexual abuse and molestation and does not exclude professional misconduct, andshall confirm that the Vehicle Insurance policy provides coverage for either “AnyAuto” (symbol 1), or for “All Owned Autos,” “Hired Autos,” and “Non-ownedAutos” (symbols 2, 8 & 9), and does not exclude coverage for loading/unloadingaccidents. The Certificate of Insurance shall also include the Provider’s businessdescription as it appears on the policy declaration page. Provider agrees thatLGTC may communicate directly with its insurance agent or carrier to confirmdetails or obtain clarification of Provider’s insurance coverage or policy terms.(i) Vehicle Insurance.Taxis, Sedans and Multi-Passenger Vans and Wheelchair Vans: Therequired amount of insurance is the greater of the amount required by cityor county ordinance for taxis or $500,000 per occurrence per accident.Ambulances: The required amount of insurance is the greater of theamount required by city, county or State ordinance or regulation, or$500,000 per occurrence per accident.(ii)(iii)Comprehensive General Liability Coverage. $500,000, with “BroadForm” coverage including contractual liabilities as well as liabilities forsexual abuse and molestation.Workers’ Compensation Insurance as required by the State of Wisconsin.k) Indemnification. Provider shall indemnify, protect, and hold LGTC and theClient harmless from and against any and all claims, and/or liabilities of any kindor nature whatsoever arising or alleged to arise from or related to actionsconnected with services provided by or at the direction of Provider or its agents,including the cost of reasonable attorney fees and other expenses incurred by orWisconsin NET ProgramVersion: March 25 2011Page 17

assessed against LGTC and/or the Clientl) Provider Performance Standards/Quality Assurance Plan. Provider agrees toparticipate in LGTC's quality assurance plan, which may include discussingProvider's performance in the delivery of transportation. Provider agrees to assistin the development of corrective action plans and cooperate with all datacollection that may be requested to monitor the results of such corrective actionplans.m) Maintenance of Records. Provider shall establish and maintain the followingrecords and related information and provide copies thereof within three daysnotice, or as otherwise required under this Agreement, upon request by LGTC, theClient or its agents. All records shall be maintained and available for review byauthorized personnel during the entire term of the contract and for a period of six(6) years thereafter. If an audit is in progress or litigation is in progress orthreatened, all documents shall be maintained until such audit and/or litigation isfully resolved. Upon reasonable notice, Provider shall permit LGTC (ordesignee) to examine and/or audit trip documentation for Participants and willassist LGTC in examining all requested documentation. Providers may berequired to maintain documentation for longer periods of time to the extentnecessary to comply with applicable laws or regulations or the requirements ofLGTC’s Clients.i) Copy of Provider’s registration with all applicable State agencies ordepartments.ii) Vehicle records, including at a minimum the following documentation foreach vehicle:a) manufacturer and model;b) model year;c) vehicle identification number;d) odometer reading at the time the vehicle enters service under thisagreement;e) type of vehicle (e.g., sedan, wheelchair van, stretcher van);f) capacity (number of passengers);g) license tag number;h) insurance certifications;i) state issued registration permit and vehicle stamp (if applicable);j) special equipment (lifts etc.), andk) date, odometer reading and description of all inspection activity(e.g., verification that vehicle meets vehicle requirements,inspection of equipment such as brakes, tire tread, turn signals,horn, seat belts, air-conditioning/heating, etc.). Records must bemaintained of the initial inspection and all subsequent inspections.iii) Driver and attendant records, including at a minimum the followingdocumentation:Wisconsin NET ProgramVersion: March 25 2011Page 18

a) name, date of birth and social security number;b) copy of driver’s license;c) MVR report for previous three (3) years as reported fromWisconsin Division of Motor Vehicles;d) driver training course certificates, including First Aid, CPR,Passenger Assistance and Blood-Borne Pathogens; ande) documentation of any complaints received about the driver orattendant and any accidents or moving violations involving thedriver.iv) All daily vehicle manifests, trip logs and invoice documents.v) Non-public PSC exempt NET providers shall maintain vehicles anddocument maintenance resulting from, but not limited to:a) breakdowns and road service (numbers, types frequency, etc);b) quarterly vehicle inspections including, at a minimum,cleanliness, safety, and equipment;c) preventive maintenance including, daily vehicle pre/post-tripinspection reports, and scheduled service;vi) Any other records LGTC is required to collect from Provider pursuant tothe Client Contract.Provider must also establish and maintain a system for managing the records andrelated information set forth in Exhibit C. Provider must furnish such records toLGTC, the Client or its agents upon three days’ notice.n) Accidents or Incidents. Provider shall inform LGTC immediately of any vehiclecollision or accident that occurs while a vehicle operated by Provider is in routefor a LGTC assigned trip whether or not a Participant is in the vehicle at the timeof the collision or accident. Provider shall also inform LGTC immediately of anyincident resulting in injury to a Participant, driver or other passenger; any movingviolation that occurs while delivering services under this Agreement, and anyother incident involving a Participant that could result in liability to Provider orLGTC. The Provider shall file a written report with LGTC, using LGTC’sstandard report form, within three (3) working days of any accident, incidents, ormoving violation and shall cooperate with LGTC and the Client during anyensuring investigation. Provider shall include a copy of any police reports andtickets/summons with its written report as supporting documentation.o) Independent Contractor. The relationship between LGTC and Provider is solelythat of independent contractors and nothing in this Agreement or otherwise shallbe construed or deemed to create any other relationship including one of employerand employee or principle and agent or joint venture or any relationship otherthan that of independent parties contracting with each other solely for the purposeof carrying out the provisions of this Agreement. Provider is solely responsiblefor the management, compensation, and payment of employment related taxes andinsurance for its employees, including but not limited to workers’ compensationWisconsin NET ProgramVersion: March 25 2011Page 19

and unemployment insurance.p) Liquidated Damages. Provider agrees that failure to perform services inconformance with this Agreement may cause LGTC to be damaged in amountsthat will be difficult or impossible to determine. Therefore, Provider agrees thatthe sums set forth in Exhibit A are reasonable as liquidated damages for thespecified occurrences. Provider further agrees that the liquidated damagesspecified below are in lieu of actual damages for such occurrences. Providerhereby waives any defense as to the validity of such liquidated damages on thegrounds that they are void as penalties or are not reasonably related to actualdamages. Provider shall pay to LogistiCare on demand for each such failure theliquidated damages set forth in Exhibit A.q) Term and Termination.i. Term. The term of this Agreement shall be one year from the effectivedate set forth on the signature page. It shall be automatically renewed forup to four successive one-year periods unless either party shall give noticeof termination 45 days prior to the last day of any term. In addition, eitherparty may terminate this Agreement without cause upon 60 days writtennotice. Either party may terminate this Agreement upon 30 days writtennotice in the event of a material breach of the Agreement, provided thatthe non-breaching party shall have first provided the other party withwritten notice and description of the breach and ten days to cure thebreach.LGTC may terminated the Agreement immediately uponreasonable evidence that Provider has engaged in illegal, threatening orfraudulent activity, or other misconduct, including but not limited to,falsifying trip logs or billing invoices, paying or offering to pay kickbacksto a Participant(s), or engaging in threatening verbal or physical conducttoward a Participant(s) or LGTC staff. Provider also acknowledges thatLGTC may terminate this Agreement immediately if so directed by Client.ii. Minimum Trips. Provider agrees that this Agreement does not guarantee aminimum number of trips to be assigned from LGTC, and that actual tripvolume can vary. Provider also agrees that in the event that no trips areassigned from LGTC that this Agreement will remain in force and thatProvider will accept such occasional trips as may be assigned. If Provideris not regularly assigned trips and wishes to terminate this Agreement,then Provider must terminate this agreement by providing aforesaid noticeto LGTC.iii. Specific Provision #1. If LGTC has exercised its right hereunder to assignthis Agreement to a successor organization, or to the Client or a designeeor agent of the Client, Provider may not cancel this Agreement for 181days following such assignment. Either party exercising its rights underthis provision must do so by written notice.iv. Specific Provision #2. Provider acknowledges that LGTC is prohibitedWisconsin NET ProgramVersion: March 25 2011Page 20

from establishing or maintaining service agreements with a Provider whohas committed fraud against a state or federal agency or has beensuspended, terminated or barred from participation in the MedicalAssistance Program. Provider acknowledges that LGTC is required by theClient Contract to terminate a service agreement with a Provider thathabitually provides substandard performance, as determined by the Client,or with a Provider that has failed to take satisfactory corrective actionwithin a reasonable time period not to exceed 30 days from the date ofnotice of the unacceptable performance. Provider acknowledges thatClient must pre-approve all agreements with Provider and also reservesthe right to direct LGTC to terminate any service agreement with aProvider when the Client determines it to be in the best interest of itsprogram.v. Specific Provision #3. In the instance of default by the LGTC, theAgreement will pass to the Client or its agent for continued provision oftransportation services. All terms, conditions, and rates established by theagreement shall remain in effect until or unless renegotiated with theClient or its agent subsequent to default action or unless otherwiseterminated by the Client at its sole discretion.r) Assignment. Provider may not assign, transfer, delegate, consign, or convey toany other person or entity Provider’s rights and responsibilities hereunder withoutthe express written consent of LGTC, such consent to be withheld in LGTC’s solediscretion. Any attempted unauthorized assignment shall be null and void. LGTCmay assign its rights and obligations under this Agreement and any suchassignment shall be communicated to Provider by written notice.s) Additional Provisions.i. Governing Law. This Agreement shall be governed by and construed inall respects in accordance with the laws and regulations of the State ofWisconsin, without giving effect to principles of conflicts of law.ii.iii.iv.Headings. The headings and titles of the sections of this Agreement areinserted for convenience only and shall not affect the construction orinterpretation of any provision herein.Non-solicitation. Neither Provider nor LGTC shall solicit for employmentany current employee of the other party nor employ any former employeeof the other party for a period of one year from the time any suchemployee terminates or is terminated from his or her position with theother party.Confidentiality. Provider shall treat all information obtained by it throughits performance under this Agreement as confidential, and shall not useany information so obtained in any manner other than to discharge itsWisconsin NET ProgramVersion: March 25 2011Page 21

obligations under this Agreement, or as otherwise specifically provided forherein. Provider agrees to sign and abide by any subsequent agreementswith respect to confidentiality as may be required by the Health InsurancePortability and Accountability Act (HIPAA) and any similar laws. BothLGTC and the Client shall have unrestricted authority, to the extentpermitted by law, to reproduce, distribute, or use in whole or in part anysubmitted reports, data or materials associated with any services providedby Provider under this Agreement.v. Notices. All written notices required by this Agreement shall be deemeddelivered either on the date of receipt if personally delivered; on the dayfollowing mailing if sent postage prepaid by overnight mail through anationally recognized overnight carrier, or on the third day followingmailing if mailed postage prepaid certified return receipt requested. Suchnotices shall be sent to the following addresses as appropriate, or to suchother addresses as the parties may hereafter designate:to LGTC at:LogistiCare Solutions, LLC1275 Peachtree Street NE, 6 th FloorAtlanta, Georgia 30309Attn: Legal Departmentto Provider at:vi.vii.viii.Amendments. This Agreement (including Exhibits) may be amended onlyby a document in writing duly executed by an authorized representative ofboth parties.Client Amendment. This Agreement is subject to approval by the Client.In the event that the Client at any time requires modifications to thisAgreement, the parties hereto will execute amendments to this Agreementreflecting such modifications. If either party is unwilling to accept anysuch modifications required by the Client, such party may exercise itstermination rights hereunder.Dispute Resolution and Arbitration. If any claim or controversy arisingout of or relating to this Agreement cannot be resolved by the parties inthe normal course of business, each party shall designate a member of itssenior management to meet in an attempt to resolve the dispute. If thedispute cannot be resolved to the satisfaction of the parties in this manner,Wisconsin NET ProgramVersion: March 25 2011Page 22

the dispute shall be referred for binding arbitration in accordance with thecommercial dispute arbitration rules of the American ArbitrationAssociation. Each party shall bear its own costs and expenses and anequal share of the arbitrators' fees and other administrative fees related tothe arbitration. Judgment upon an award in arbitration may be entered inany court of competent jurisdiction, or application may be made to suchcourt for a judicial acceptance of the award and enforcement, as the law ofthe state having jurisdiction may require or allow. The provisions of thisSection shall survive the termination of this Agreement. The arbitrator(s)assigned to the case may construe or interpret but shall not vary or ignorethe terms of this Agreement and shall be bound by controlling law. Thearbitrator(s) shall have no authority to award punitive, exemplary, indirector special damages, except in connection with a statutory claim thatexplicitly provides fur such relief. The provisions of this Section shallsurvive the termination of this Agreement.ix.Severability. If any provision of this Agreement is held invalid by law,rule, order or regulation of any relevant government, or by the finaldetermination of a court of last resort, such invalidity shall not effect (a)the other provisions of this Agreement; (b) the application of suchprovision to any other circumstances other than that with respect to whichthis Agreement was found to be unenforceable, or (c) the validity orenforceability of this Agreement as a whole. The parties hereto agree tonegotiate in good faith to replace any provision found to be unenforceableso that the economic effects of this Agreement for each party remain thesame.x. Waiver. Any delay or omission by either party to exercise any right orremedy under this Agreement shall not be construed to be a waiver of anysuch right or remedy or any other right or remedy hereunder. Except asotherwise explicitly set forth herein, all of the rights of either party underthis Agreement are cumulative and may be exercised separately orconcurrently.xi.Entire Agreement. This Agreement contains the entire agreement of theparties with respect to its subject matter and supersedes all prior oral orwritten agreements or understanding regarding the same subject matter.The parties have not created and do not intend to create by this Agreementany enforceable rights in any third party under this Agreement, including,but without limitation, Members and Vendors. The parties acknowledgeand agree that there are no third party beneficiaries to this Agreement.EXECUTION PAGE FOLLOWSWisconsin NET ProgramVersion: March 25 2011Page 23

This Agreement is entered into and effective as of this ___ day of ______________, 20__,LOGISTICARE SOLUTIONS, LLCDate: ____________________________________Signature:_________________________________Printed Name:______________________________Title:PROVIDERDate: ____________________________________Signature:_________________________________Printed Name:______________________________Title:Wisconsin NET ProgramVersion: March 25 2011Page 24

EXHIBIT ALIQUIDATED DAMAGESThe Parties agree that the failure of Provider to perform services in conformance with thisAgreement may cause LogistiCare to be damaged in amounts that will be difficult or impossibleto determine. Therefore, the Parties have agreed that the sums set forth below are reasonable asliquidated damages for the specified occurrences. It is further understood and agreed that theliquidated damages specified below are in lieu of actual damages for such occurrences. Providerhereby waives any defense as to the validity of such liquidated damages on the grounds that theyare void as penalties or are not reasonably related to actual damages. LGTC agrees toprovide written notice at least 30 days in advance of any liquidated damages that will beimposed, during which time the Provider will have the opportunity to correct any performanceissues that can be corrected. Provider agrees that it will cooperate fully with LGTC to discussand agree to appropriate corrective action plans. Any liquidated damages assessed by the Clientagainst LGTC that are attributable to the service performance of Provider will be assessedagainst Provider as its own liquidated damages. Provider agrees that any liquidated damagesassessed will be deducted from amounts due to Provider, or if LGTC does not owe Provider anymonies, Provider agrees that LGTC may deduct liquidated damages from any future amountsowed to Provider.Requirement:Provide reports as required under this Agreement.Liquidated Damages:$25 per working day or any part thereof for each day each report or other deliverable is late orunacceptable, not to exceed $500 per month per occurrence. This provision will not apply if thecause of the delay is beyond the control of the Provider.Failure to submit cancellation reports will result in a charge of $100.00 per missing report up to amaximum of $500.00 for any month.Requirement:Maintain all vehicles utilized under this Agreement to all vehicle manufacturer and state andfederal safety standards, regulations of any applicable State Board or Agency, standards of theAmericans with Disabilities Act (“ADA”), and the terms of this Agreement and the ClientContract. Any vehicle found non-compliant with safety standards, State Board or Agencystandards, ADA regulations, the terms of this Agreement, or the Brokerage Contract must beremoved from service immediately upon discovery.Liquidated Damages:$100 per calendar day or part thereof that a non-compliant vehicle with a health and safetyhazard for vehicle occupants is in service from the date of discovery, not to exceed $1,000 permonth per occurrence.$25 per calendar day or part thereof that a non-compliant vehicle with a discrepancy that createspassenger discomfort or inconvenience is in service from the date of discovery, not to exceed$250 per month per occurrence.Wisconsin NET ProgramVersion: March 25 2011Page 25

$10 per calendar day or part thereof that a non-compliant vehicle with an administrativediscrepancy is in service from the date of discovery, not to exceed $100 per month peroccurrence.Requirement:Maintain types and levels of insurance coverage as required in this Agreement and operate onlythose vehicles registered with LGTC and covered under Provider’s applicable insurance policies.This provision includes failure to include LGTC and Client as “Additional Insured” and LGTCas a “Certificate Holder”.Liquidated Damages:$100 per calendar day or part thereof that Provider operates in violation of this requirement, oroperates a vehicle in violation of this requirement, not to exceed $2,500 per month peroccurrence.Requirement:Any driver who is found not to be in compliance with the terms of this Agreement or the ClientContract, or who is not registered with LGTC must be immediately removed from driving underthis contract.Liquidated Damages:$100 per calendar day or any part thereof in which a driver who is non-compliant with terms ofthis Agreement and/or the Brokerage Contract is allowed to drive under this Agreement, not toexceed $2,500 per month per occurrence.Requirement:Any driver who receives two substantiated complaints in a 90-day period must be removed fromdriving under this Agreement or enter a retraining program. If a driver receives foursubstantiated complaints within a twelve-month time period, he/she must be permanentlyremoved from driving under this Agreement.Liquidated Damages:$100 dollars per calendar day or any part thereof in which such a driver is allowed to drive underthis contract before retraining or dismissal, not to exceed $2,500 per month per occurrence.Requirement:Provider must perform trips assigned on a daily basis and shall reroute no more than 15% of theirtrips on a monthly basis.Liquidated Damages:$200 for each percent above 15% on any given month.Requirement:Provider must submit reroutes within 24 hours of receipt for advance notice trip reservations(i.e., received by Provider at least 36 hours prior to the scheduled pick up time).Liquidated Damages:$25 for each advance notice trip that is rerouted less than 24 hours before the scheduled pick-uptime, not to exceed $2,000 per month.Wisconsin NET ProgramVersion: March 25 2011Page 26

Requirement:Provider must perform transportation services with the class of service (ambulatory, wheelchair,stretcher or ambulance) requested by LGTC.Liquidated Damages:$200 per occurrence where a vehicle is utilized that is of a class of service lower than thatrequested.Requirement:Provider must pick up Medicaid Participants at the scheduled time.Liquidated Damages:$10 per occurrence where vehicle arrives more than 15 minutes after the scheduled pick-up time.This provision will be applied if more than 10% of scheduled pick-ups in any given month arelate pick-ups. This provision will not apply if the cause of the delay is beyond the control of theProvider.Requirement:Provider is required to assure that Participants are delivered to scheduled health careappointments on time.Liquidated Damages:$10 per occurrence where Participant is more than 15 minutes late to a scheduled appointment.This provision will be applied if more than 10% of scheduled drop-offs in any given month arelate drop-offs. This provision will not apply if the cause of the delay is beyond the control of theProvider.Requirement:Provider is required to assure that dialysis patients are delivered to their scheduled appointmentson time.Liquidated Damages:$100 for each instance in which arrival at a dialysis clinic for a scheduled dialysis appointment islate by more than 15 minutes. An additional fifty dollars per hour or portion thereof per instancewill be assessed for each late arrival that exceeds one hour, to a maximum of two hundred fiftydollars ($250) per trip. This provision will not apply if the cause of the delay is beyond thecontrol of the Provider.Requirement:Provider must provide termination notice within the terms of this Agreement.Liquidated Damages:Failure to provide termination notice in compliance with this Agreement will result in theforfeiture of all outstanding amounts due to Provider. Reroute of trips greater than a “dailyaverage of 10%” after termination notice is provided will be construed as failing to providesufficient notice. Provider and LGTC will mutually discuss if any unexpected circumstancebeyond the Provider’s control has occurred to warrant such reroutes.Wisconsin NET ProgramVersion: March 25 2011Page 27

Requirement:Provider must invoice LGTC only for trips actually performed in conformance with thisAgreement.Liquidated Damages:$50 for each trip billed that was not performed. This provision shall not apply if the Providercan show that the bill was submitted as a result of a clerical error.Wisconsin NET ProgramVersion: March 25 2011Page 28

To determine the payment amount LGTC calculates mileage and shared ride trip status usingproprietary and/or third party mapping software. Distances are measured as the shortest distancefrom the point of pick-up to the point of drop-off and rounded to the nearest whole number.There shall be no payment for “dead head” miles. Provider agrees that LGTC’s determination ofmileage and shared ride trip status shall be final. If Provider believes there to be a materialmileage error, Provider may bring it to LGTC’s attention before running the trip. LGTC willreview the trip or trips in question and may reference other software to verify the distance. Anycorrection remains the sole decision of LGTC. If Provider is not satisfied with LGTC’s decisionregarding the mileage it may reroute the trip. Performance of a trip constitutes acceptance of themileage provided by LGTC.Provider must perform transportation at the class of service (e.g., ambulatory sedan/van,wheelchair, stretcher, or non-emergency ambulance) requested by LGTC. Provider agreesand acknowledges that LGTC shall review Provider billings and will identify trips thatmatch the definition of “Shared Ride Trip” and that reimbursement for such trips shall bemade at the designated rate for shared trips regardless of whether Provider performed thetrips in the same vehicle.Wait timeOnly wait time specifically pre-authorized by LGTC will be compensated. In general, wait timewill only be pre-authorized for trips greater than 50 miles. Pricing for wait time under theAgreement shall be as follows:Class of ServiceCompensationPayment TermsAs a condition of payment, Provider must submit accurate invoices, including properlycompleted trip logs, to LGTC within 60 days of date of service. Time is of the essence withrespect to providing prompt and accurate invoices. No payments will be made for servicesperformed by non-compliant drivers or vehicles, including drivers or vehicles that are notregistered with LGTC to provide services. Invoices not submitted within 60 days of servicewill be subject to a ten percent (10%) reduction in the amount that would otherwise be due underthe invoice. Invoices submitted more than 120 days after date of service will be disallowed intheir entirety.Claims that are denied and returned to Provider because of missing information may beresubmitted with the previously missing information. These claims are subject to a 10%reduction in the amount that would otherwise be due under the invoice if not resubmitted withinthirty days of the date the claim was returned to Provider, and will be denied in their entirety ifnot resubmitted within sixty days of the date the claim was returned to the Provider. ProviderWisconsin NET ProgramVersion: March 25 2011Page 30

shall continue to perform its obligations hereunder regardless of any outstanding contestedamounts.If Provider must first bill Medicare, the 60-day timeframe shall begin on the date of the denial ofthe claim by Medicare.LGTC pays properly submitted uncontested invoices twice per month by check or electronictransfer within thirty days after submission. If a payment date falls on a weekend or holiday,payments will be made on the next working weekday.In the event that the Client is unable or unwilling to pay LGTC amounts validly due under theClient Contract, LGTC may delay payments to Provider until such time as the Client pays theoutstanding amounts.Invoice RequirementsOnce per week Provider shall submit to LGTC all completed trip logs pertaining to the previousworkweek, including the signatures of the applicable Participants. Improperly completed triplogs will be returned to Provider and payment will be denied for either the entire trip log or forindividual trips reported thereon, whichever is applicable. Included with each batch of trip logs,Provider shall submit a summary invoice that will include performance information. Providershall use trip log and summary invoice sheet forms that are provided by LGTC. LGTC reservesthe right to modify the format of the trip log and summary sheet from time to time. Providermay use alternative trip log or summary invoice sheet forms only with the express writtenconsent of LGTC.Trip logs must be free of excessive changes. Changes on the trip log should be made with asingle line through the text so that the original text remains visible (i.e., no whiteouts, blackoutsor complete obscuring of original text). Any changes on the trip log should be dated andinitialed by the driver. LGTC reserves the right to deny individual trips or entire trip logs thatevidence excessive changes pending confirmation of the details of such changes with Provider.Charges Against InvoicesIf requested or otherwise required by the Client Contract, LGTC may provide certain driverand/or attendant training and/or orientation services to Provider free of charge. LGTC’s cost toproduce the materials distributed to Provider (or employees of Provider) pursuant to thesetraining and/or orientation services will be deducted from Provider’s invoice following suchtraining or orientation services.In addition, LGTC has entered into an agreement with an independent credentialing company fornationwide access to credentialing and screening services for drivers. This company offers theminimum level of credentialing required by LGTC at a highly competitive rate. Provider mayuse the independent credentialing company and access the rates negotiated by LGTC for suchservices or it may use an alternative vendor, pre-approved by LGTC, to complete the necessarycredentialing requirements. If Provider uses the independent credentialing company then theactual cost of such services shall be deducted from Provider’s invoice as a pure pass through costwithout additional profit or surcharge applied by LGTC.Wisconsin NET ProgramVersion: March 25 2011Page 31

Exhibit B – Execution PageLOGISTICARE SOLUTIONS, LLC PROVIDER:_________Printed Name: _______________________ Printed Name: _______________________Title: _____________________________ Title: ______________________________Signature: __________________________ Signature: ___________________________Date: _____________________________ Date: ______________________________Wisconsin NET ProgramVersion: March 25 2011Page 32

EXHIBIT CBUSINESS ASSOCIATE AGREEMENTBUSINESS ASSOCIATE AGREEMENTProvider Name:This Business Associate Agreement (“Agreement’) is entered into as of ______________200____, by and between LGTC and Provider (“BUSINESS ASSOCIATE”) to comply with the PrivacyRule promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996(“HIPAA”), regulations promulgated under HIPAA, and the Health Information Technology forEconomic and Clinical Health Act (“HITECH Act”).Whereas, LGTC and BUSINESS ASSOCIATE are parties to a pre-existing agreement (the “PriorAgreement”), pursuant to which BUSINESS ASSOCIATE provides services to LGTC; andWhereas, in connection with services provided under the Prior Agreement, LGTC makes available toBUSINESS ASSOCIATE certain Protected Health Information that is confidential and must be affordedspecial treatment and protection;Now therefore, the Parties agree as follows:1. Definitions. The following terms shall have the meaning ascribed to them in this Section. Othercapitalized terms shall have the meaning ascribed to them in the context in which they first appear.a. HIPAA shall mean the Health Insurance Portability and Accountability Act of 1996, PublicLaw 104-191.b. HIPAA Regulations shall mean the regulations promulgated under HIPAA by the UnitedStates Department of Health and Human Services at 45 C.F.R. Parts 160, 162, and 164, including withoutlimitation the Interim Final Rule regarding Breach Notification for Unsecured Protected HealthInformation, dated August 24, 2009 and effective September 23, 2009.c. HITECH Act shall mean the Health Information Technology for Economic and ClinicalHealth Act, Title XIII of Division A and Title IV of Division B of the American Recovery and InvestmentAct of 2009, Public Law 111-5, enacted on February 17, 2009.d. Individual shall mean the person who is the subject of the Protected Health Information, andshall include a person who qualifies as a personal representative of that person.e. Protected Health Information (“PHI”) means individually identifiable health information(as defined in 45 CFR 164.501, or elsewhere, as applicable), limited to the information created orreceived by BUSINESS ASSOCIATE from or on behalf of LGTC. It includes information that relates tothe past, present, or future physical or mental health or condition of an individual; the provision of healthcare to an individual; or the past, present, or future payment for the provision of health care to anindividual; and that (a) identifies the individual; or (b) with respect to which there is a reasonable basis tobelieve the information can be used to identify the individual.f. Secretary shall mean the Secretary of the Department of Health and Human Services(“HHS”) and any other officer or employee of HHS to whom the authority involved has been delegated.g. Unsecured Protected Health Information (“Unsecured PHI”) shall mean PHI that is notsecured through the use of technology or methodology specified by the Secretary in guidance.h. Breach shall mean the unauthorized acquisition, access, use, or disclosure of PHI whichcompromises the security or privacy of such information, except where an unauthorized person to whomsuch information is disclosed would not reasonably have been able to retain such information. Exceptionsto this definition exist for cases in which: (1) the unauthorized acquisition, access, or use of PHI isunintentional and made by an employee or individual acting under authority of a covered entity orbusiness associate if such acquisition, access, or use was made in good faith and within the course andWisconsin NET ProgramVersion: March 25 2011Page 33

scope of the employment or other professional relationship with the covered entity or business associate,and such information is not further acquired, accessed, used, or disclosed; or (2) an inadvertent disclosureoccurs by an individual who is authorized to access PHI at a facility operated by a covered entity orbusiness associate to another similarly situated individual at the same facility, as long as the PHI is notfurther acquired, accessed, used, or disclosed without authorization.i. Any terms capitalized, but not otherwise defined, in this Agreement shall have the samemeaning as those terms have under HIPAA, the HIPAA regulations, and the HITECH Act.2. Limits on use and Disclosure of PHI. BUSINESS ASSOCIATE agrees that it will not use ordisclose PHI for any purpose other than as expressly permitted or required by this Agreement.BUSINESS ASSOCIATE may use or disclose PHI for the following purposes:a. As reasonably necessary to perform the services described in, and to effectuate thepurposes of, the Prior Agreement, or as otherwise permitted or required under this Agreement or asRequired By Law;b. For the proper management and administration of BUSINESS ASSOCIATE’S businessand to carry out its legal responsibilities provided that: (i) such disclosures are required by law; or (ii)BUSINESS ASSOCIATE obtains in writing prior to making any disclosure to a third party (a) reasonableassurances from the third party that the PHI will be held confidentially and used or further disclosed onlyas required by law or for the purposes for which it was disclosed to the third party; and (b) and anagreement from the third party immediately to notify the disclosing Party of any instance of which it isaware in which the confidentiality of the PHI has been breached; or (iii) to perform Data AggregationServices, as that term is defined by 45 C.F.R. 164.501, on behalf of LGTC.3. Additional Obligations:a. Limits on use and Further Disclosure. BUSINESS ASSOCIATE agrees that the ProtectedHealth Information shall not be further used or disclosed other than as permitted or required by the PriorAgreement, as amended by this Agreement or by law.b. Safeguards. BUSINESS ASSOCIATE will establish and maintain appropriate safeguardsand warrants that it has established sufficient safeguards reasonably to prevent any use or disclosure ofthe PHI, other than as provided for by the Prior Agreement, as amended by this Agreement, or as requiredby law. Without limiting the foregoing, BUSINESS ASSOCIATE agrees to implement administrative,physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity,and availability of Electronic PHI. BUSINESS ASSOCIATE further warrants that it will not use ordisclose any PHI in any manner that will violate HIPAA Regulations if LGTC engaged in such activity.c. Reports of Improper use or Disclosure. BUSINESS ASSOCIATE shall report to LGTC,within five business days, any use or disclosure of PHI not provided for or allowed by this Agreement ofwhich BUSINESS ASSOCIATE becomes aware. Without limiting the foregoing, BUSINESSASSOCIATE agrees to report to LGTC, within five business days, any Security Incident with respect toElectronic PHI of which it becomes aware. Such reports should be made to the designated LGTC HIPAACompliance Officer at 1- 800-486-7647.d. Breach Notification. In the event of a Breach of Unsecured PHI, BUSINESS ASSOCIATEshall provide written notification to LGTC of such Breach as soon as reasonably possible so that LGTCcan notify the affected individuals without unreasonable delay and no more than 60 calendar days fromdiscovery of the Breach. A Breach is treated as discovered as of the first day on which the Breach isknown to BUSINESS ASSOCIATE or, by exercising reasonable diligence, would have been known tothe BUSINESS ASSOCIATE. Knowledge of a Breach by a member of the workforce or other agent ofthe BUSINESS ASSOCIATE (other than the person committing the Breach) is imputed to theBUSINESS ASSOCIATE. Consequently, BUSINESS ASSOCIATE shall implement reasonable policiesand systems for discovery of Breaches and train its workforce members and agents to recognize andpromptly report a Breach. BUSINESS ASSOCIATE understands and agrees that it bears the burden toWisconsin NET ProgramVersion: March 25 2011Page 34

prove why a Breach Notification is not required. Consequently, BUSINESS ASSOCIATE shall carefullydocument risk assessments and how any applicable exceptions are met.e. Contents of Breach Notification. BUSINESS ASSOCIATE’s notification to LGTC of aBreach of Unsecured PHI must be written in plain language and describe: (1) what happened, includingthe date of the Breach and date of discovery, if known; (2) the types of Unsecured PHI that wereinvolved; (3) any steps individuals should take to protect themselves from potential harm resulting fromthe Breach; (4) what the BUSINESS ASSOCIATE is doing to investigate the Breach, to mitigate harm,and to protect against further Breaches; and (5) contact procedures for individuals to ask questions orlearn additional information. The notice must also include the identification of each individual whoseUnsecured PHI has been or is reasonably believed to have been Breached, if known. Notification must beprovided in writing by first class mail to the designated LGTC HIPAA Compliance Officer. If theBUSINESS ASSOCIATE believes that the Breach poses an imminent threat of misuse of Unsecured PHI,the BUSINESS ASSOCIATE shall also provide urgent notice to the designated LGTC HIPAACompliance Officer via telephone, email or other appropriate means.f. Subcontractors and Agents. BUSINESS ASSOCIATE agrees that anytime PHI is providedor made available to any subcontractors or agents, BUSINESS ASSOCIATE must enter into asubcontract with the subcontractor or agent that contains the same terms, conditions and restrictions onthe use and disclosure of PHI as contained in this Agreement.g. Right of Access to Information. To the extent that LGTC is obligated by contract or by lawto provide Individuals access to Protected Health Information, BUSINESS ASSOCIATE will providesuch access on behalf of LGTC. This right of access shall conform with and meet all of the requirementsof 45 C.F.R. 164.524.h. Amendment and Incorporation of Amendments. BUSINESS ASSOCIATE agrees tomake PHI available for amendment and to incorporate any amendments to PHI in accordance with 45C.F.R. 164.526.i. Provide Accounting. BUSINESS ASSOCIATE will document disclosures of PHI andinformation related to such disclosures as would be required for LGTC or LGTC’s Clients to respond to arequest by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.BUSINESS ASSOCIATE will provide such information to LGTC upon request.j. Access to Books and Records. BUSINESS ASSOCIATE agrees to make its internalpractices, books, and records relating to the use and disclosure of PHI received from, or created orreceived on behalf of LGTC, available to LGTC and to the Secretary for purposes of determiningcompliance with HIPAA, HIPAA Regulations, and the HITECH Act.k. Return or Destruction of Information. Upon request or at termination of this Agreement,BUSINESS ASSOCIATE agrees to return or destroy all PHI received from LGTC or LGTC’s Clients, orcreated or received by BUSINESS ASSOCIATE on LGTC’s behalf. If return or destruction of the PHI isnot feasible, BUSINESS ASSOCIATE agrees to extend the protections of this Agreement for as long asnecessary to protect the PHI and to limit any further use or disclosure. If BUSINESS ASSOCIATE electsto destroy the PHI, it shall certify to LGTC that the Protected Health Information has been destroyed.l. Mitigation Procedures. BUSINESS ASSOCIATE agrees to have procedures in place formitigating, to the maximum extent practicable, any harmful effect from the use or disclosure of PHI in amanner contrary to this Agreement or applicable law.m. Sanction Procedures. BUSINESS ASSOCIATE will develop and implement a system ofsanctions for any employee, subcontractor or agent who violates the terms of this Agreement orapplicable law. (45 CFR 164.530(e)(l)).n. Property Rights. BUSINESS ASSOCIATE agrees that it acquires no title or rights to thePHI, including any de-identified information, as a result of this Agreement.4. Term and Termination. The Term of this Agreement shall commence as of the date executedby the parties, and shall terminate when all of the PHI provided by BUSINESS ASSOCIATE to LGTC,Wisconsin NET ProgramVersion: March 25 2011Page 35

or created or received by BUSINESS ASSOCIATE on behalf of LGTC, is destroyed or returned toLGTC, or, if it is not feasible to return or destroy, protections are extended to such information.5. Termination for Cause. Upon LGTC’s knowledge of a material breach by BUSINESSASSOCIATE of the terms of this Agreement, LGTC shall either:a. Provide an opportunity for BUSINESS ASSOCIATE to cure the breach or to end theviolation within a time specified by LGTC. Should the BUSINESS ASSOCIATE not cure the breach norend the violation within the time specified by LGTC, LGTC may terminate the Prior Agreementimmediately without penalty; orb. Immediately terminate the Prior Agreement if BUSINESS ASSOCIATE has breached amaterial term of this Agreement and cure is not possible; orc. If neither termination nor cure is feasible, LGTC shall report the violation to the Secretary.6. Indemnification. BUSINESS ASSOCIATE shall indemnify and hold LGTC harmless from andagainst all claims, liabilities, judgments, fines, assessments, penalties, awards, or other expenses of anykind whatsoever, including, without limitation attorney’s fees, witness fees, and costs of investigation,litigation or dispute resolution, relating to or arising out of any breach or alleged breach of this Agreementby BUSINESS ASSOCIATE.7. Miscellaneous:a. Binding Nature. This Agreement shall be binding on the Parties hereto and theirsuccessors and assigns.b. Article Headings. The article headings used are for reference and convenience only, andshall not enter into the interpretation of this Agreement.c. State Law. To the extent any applicable state law confidentiality requirements are notpre-empted by HIPAA, BUSINESS ASSOCIATE agrees to comply with such state law requirements.d. Third Party Participants. BUSINESS ASSOCIATE agrees that any of LGTC’s Clientsto whom BUSINESS ASSOCIATE provides services and with whom LGTC has entered into a BusinessAssociate agreement are third party Participants of this Agreement.Notwithstanding the foregoing, no other individual or entity shall be considered a third partybeneficiary of this Agreement.e. Amendment. CLIENT and BUSINESS ASSOCIATE agree that amendment of thisAgreement may be required to ensure that BUSINESS ASSOCIATE and CLIENT comply with changesin state and federal laws and regulations relating to the privacy, security, and confidentiality of PHI.IN WITNESS WHEREOF, LGTC, and BUSINESS ASSOCIATE have caused this Agreement to besigned and delivered by their duly authorized representatives, as of the date set forth above.LOGISTICARE SOLUTIONS, LLCPROVIDER(Print or Type Provider Name)Date:Signature:Printed Name:Title:Date:Signature:Printed Name:Title:Wisconsin NET ProgramVersion: March 25 2011Page 36

EXHIBIT DDEFICIT REDUCTION ACT OF 2005FRAUD, WASTE AND ABUSE POLICYFederal law requires that entities such as LogistiCare and its subsidiaries that receive at least$5 million in annual payments under a State Medicaid program establish written policies for itsemployees, contractors and agents that furnish detailed information regarding the federal andstate False Claims Acts, the administrative remedies available under the acts, other protectionunder the acts, and the Company’s procedures for detecting fraud, waste and abuse.LogistiCare’s policy is to provide detailed information to all employees, contractors and agentsabout federal and state False Claims Acts and the Company’s policies and procedures to detectand prevent fraud, waste and abuse. The information in this policy forms part of its employeemanual, its transportation provider manual, and is distributed to all contractors and agents asrequired by the Deficit Reduction Act of 2005.Federal False Claims ActThe federal False Claims Act, among other things, applies to the submission of claims byhealthcare providers for payment by Medicare, Medicaid and other federal and state healthcareprograms. The False Claims Act is the federal government’s primary civil remedy for improperor fraudulent claims. It applies to all federal programs, from military procurement contracts towelfare benefits to healthcare benefits.The False Claims Act prohibits, among other things:• knowingly presenting or causing to be presented to the federal government a false orfraudulent claim for payment or approval;• knowingly making or using, or causing to be made or used, a false record or statement inorder to have a false or fraudulent claim paid or approved by the government;• conspiring to defraud the government by getting a false or fraudulent claim allowed orpaid; and• knowingly making or using, or causing to be made or used, a false record or statement toconceal, avoid, or decrease an obligation to pay or transmit money or property to thegovernment.• “Knowingly” means that a person, with respect to information: 1) has actual knowledgeof the information; 2) acts in deliberate ignorance of the truth or falsity of theinformation; or 3) acts in reckless disregard of the truth or falsity of the information.Enforcement• The United States Attorney General may bring civil actions for violations of the FalseClaims Act. As with most other civil actions, the government must establish its case byWisconsin NET ProgramVersion: March 25 2011Page 37

presenting a preponderance of the evidence rather than meeting the higher burden ofproof that applies in criminal cases. The False Claims Act allows private individuals tobring “qui tam” actions for violations of the False Claims Act.Employee Protection• If any employee has knowledge or information that any such activity may have takenplace, the employee should notify his or her supervisor or other management official.Transportation providers must have a system in place for reporting potential violations,and such information may be reported anonymously. Federal and state law as well asLogistiCare policy prohibit any retaliation or retribution against any person who reportssuspected violations of these laws to law enforcement officials or who file lawsuits onbehalf of the government. Anyone who believes that he or she has been the subject toany such retaliation or retribution should also report this to their supervisor or otherappropriate person, as provider by their employer’s policy covering such matters.Program Fraud Civil Remedies Act of 1986The Program Fraud Civil Remedies Act of 1986 (“PFCRA”) authorizes federal agencies such asthe Department of Health and Human Services to investigate and assess penalties for thesubmission of false claims to the agency. The conduct prohibited by the PFCRA is similar tothat prohibited by the False Claims Act. For example, a person may be liable under the PFCRAfor making, presenting, or submitting, or causing to be made, presented, or submitted, a claimthat the person knows or has reason to know:• is false, fictitious, or fraudulent;• includes or is supported by any written statement that:• omits a material fact;• is false, fictitious, or fraudulent as a result of such omission; and• include such material fact; or• is for payment for the provision of property or services which the person has not providedas claimed.If a government agency suspects that a false claim has been submitted, it can appoint aninvestigating official to review the matter. The investigating official may issue a subpoena tofurther investigate, or may refer the matter to the Department of Justice for proceedings underthe False Claims Act. If, based on the investigating official’s report, an agency concludes thatfurther action is warranted, it may issue a complaint regarding the false claim. A hearingfollowing the detailed due process procedures set forth in the regulations implementing thePFCRA would be held.State False Claims ActsWisconsin NET ProgramVersion: March 25 2011Page 38

Several states have enacted False Claims Acts that are similar in substance and procedure to theFederal laws described, above. At present, these States include AR, CA, DE, DC, FL, GA, HI,IN, IL, LA, MA, MI, MN, MO, MT, NH, NJ, NM, NY, NV, OK, RI, TN, TX, VA, and WI. Inaddition, the municipalities of Chicago and New York City have enacted False Claims Acts thatare similar in substance and procedure to the Federal laws described above.Fraud, Waste And Abuse / Company DetectionLogistiCare has numerous policies and procedures for detecting fraud, waste and abuse. Some ofour more important procedures are (1) the gate keeping protocol performed during thereservation process; (2) the detailed verification process for each invoice submitted bytransportation providers; (3) recertification of standing orders, (4) sampling patient attendancerecords with health care facilities; (5) background check requirement for transportationproviders; (6) field monitor activities; and (7) requirement of preauthorization and job number.LogistiCare takes seriously any allegation of fraud, waste or abuse, and appropriatelyinvestigates any such allegation. Providers are required to report suspected cases of fraud, waste,abuse or other impropriety. Providers must cooperate in any investigations initiated byLogistiCare or any government agency, as required by law.Wisconsin NET ProgramVersion: March 25 2011Page 39

EXHIBIT EMedicare Advantage ProgramsProvider Agreement RequirementsTo the extent that any LGTC Client offers NET services to Medicare beneficiaries, the Centersfor Medicare and Medicaid Services (“CMS”) and associated laws, rules and regulationsregarding the Medicare Advantage (“MA”) Program require that the Client provide forcompliance of contracted network providers and their respective employees with certain MAprogram requirements including, without limitation, inclusion of certain mandatory provisions inMA provider participation agreements and/or associated documents including agreementsbetween LGTC and subcontracted transportation providers, as applicable. A list of some of theserequirements can be found in the CMS Managed Care Manual, Chapter 11, Section 100.4, aspublished by CMS and available on the CMS website. Additionally, revisions to certainapplicable regulations can be found in 74 Fed. Reg. 1494 (January 12, 2009) (amending 42C.F.R. Parts 422 and 423). As such and in addition to the terms and conditions in the Agreementbetween LGTC and Provider, Provider agrees to the following terms and conditions to the extentapplicable to NET services rendered to Medicare beneficiaries enrolled in MA health benefitplans. In the event of a conflict between the contract between LGTC and Provider related toservices rendered to Medicare beneficiaries and applicable provisions of this MedicareAdvantage Program Provider Requirements Addendum (“Addendum”), this Addendum shallcontrol.II. Definitions. For purposes of this Addendum the following additional terms shall have themeaning set out below:(1) “Covered Services” means those Medically Necessary medical, related health care and otherservices covered under and defined in accordance with the applicable Medicare beneficiary’sMA Plan.(2) “Dual Eligible Member” means a Medicare beneficiary who is also entitled to medicalassistance under a state plan under Title XIX (“Medicaid”) of the Social Security Act (the“Act”).(3) “First Tier Entity” means LogistiCare Solutions, LLC. .(4) “Health Plan” means the entity that offers the MA health benefit plans with which Medicarebeneficiaries participate.(5) “MA Plan” means the one or more MA health benefit plans offered or administered byHealth Plan(s) for Medicare beneficiaries and under which Provider renders services to Medicarebeneficiaries.(6) “Medicare Advantage Program or MA Program” means the federal Medicare managedcare program for Medicare Advantage (formerly known as Medicare+Choice) products run andadministered by CMS, or CMS’ successor.Wisconsin NET ProgramVersion: March 25 2011Page 40

(7) “Medicare Contract” means Health Plan’s contract(s) with CMS to arrange for theprovision of health care services to certain persons enrolled in an MA Plan who are eligible forMedicare under Title XVIII of the Social Security Act.(8) “State” means the state in which Provider provides the Covered Services.(9) “State Medicaid Plan” the State’s plan for medical assistance developed in accordancewith Section 1902 of the Act and approved by CMS.(10) “Medicare beneficiary” means those designated individuals eligible for traditionalMedicare under Title XVIII of the Social Security Act and CMS rules and regulations andenrolled with Health Plan.II. Additional MA Program Obligations and Requirements. Provider agrees to the followingterms and conditions to the extent applicable to NET services rendered to Medicare beneficiaries.A. Audits; Access to and Record Retention. Provider shall permit audit, evaluation andinspection directly by Health Plan, the Department of Health and Human Services (HHS), theComptroller General, the Office of the Inspector General, the General Accounting Office, CMSand/or their designees, and as the Secretary of the HHS may deem necessary to enforce theMedicare Contract, physical facilities and equipment and any pertinent information includingbooks, contracts (including any agreements between Provider and its employees, contractorsand/or subcontractors providing services related to services provided to Medicare beneficiaries),documents, papers, medical records, patient care documentation and other records andinformation involving or relating to the provision of services under the Agreement, and anyadditional relevant information that CMS may require (collectively, “Books and Records”). AllBooks and Records shall be maintained in an accurate and timely manner and shall be madeavailable for such inspection, evaluation or audit for a time period of not less than ten (10) years,or such longer period of time as may be required by law, from the end of the calendar year inwhich expiration or termination of the agreement under which Provider renders services toMedicare beneficiaries occurs or from completion of any audit or investigation, whichever isgreater, unless CMS, an authorized federal agency, or such agency’s designee, determines thereis a special need to retain records for a longer period of time, which may include but not belimited to: (i) up to an additional six (6) years from the date of final resolution of a dispute,allegation of fraud or similar fault; (ii) completion of any audit should that date be later than thetime frame(s) indicated above; (iii) if CMS determines that there is a reasonable possibility offraud or similar fault, in which case CMS may inspect, evaluate, and audit Books and Records atany time; or (iv) such greater period of time as provided for by law. Provider shall cooperate andassist with and provide such Books and Records to Health Plan and/or CMS or its designee forpurposes of the above inspections, evaluations, and/or audits, as requested by CMS or itsdesignee and shall also ensure accuracy and timely access for Medicare beneficiaries to theirmedical, health and enrollment information and records. Provider agrees and shall require itsemployees, contractors and/or subcontractors and those individuals or entities performingadministrative services for or on behalf of Provider and/or any of the above referencedindividuals or entities: (i) to provide Health Plan and/or CMS with timely access to records,Wisconsin NET ProgramVersion: March 25 2011Page 41

information and data necessary for: (1) Health Plan to meet its obligations under its MedicareContract(s); and/or (2) CMS to administer and evaluate the MA program; and (ii) to submit allreports and clinical information required by Health Plan under the Medicare Contract. [42 C.F.R.§§ 422.504(e)(4), 422.504 (h), 422.504(i)(2)(i), 422.504(i)(2)(ii) and 422.504(i)(4)(v)]B. Privacy and Accuracy of Records. In accordance with the CMS Managed Care Manual andthe regulations cited below, Provider agrees to comply with all state and federal laws, rules andregulations, Medicare program requirements, and/or Medicare Contract requirements regardingprivacy, security, confidentiality, accuracy and/or disclosure of records (including, but notlimited to, medical records), personally identifiable information and/or protected healthinformation and enrollment information including, without limitation: (i) HIPAA and the rulesand regulations promulgated thereunder; (ii) 42 C.F.R. § 422.504(a)(13); and (iii) 42 C.F.R.§ 422.118; (d) 42 C.F.R. § 422.516 and 42 C.F.R. § 422.310 regarding certain reportingobligations to CMS. Provider also agrees to release such information only in accordance withapplicable state and/or federal law, including pursuant to valid court orders or subpoenas.C. Hold Harmless of Medicare Beneficiaries. Provider hereby agrees: (i) that in no eventincluding, but not limited to, non-payment by Health Plan or First Tier Entity, Health Plan’sdetermination that services were not Medically Necessary, Health Plan’s or First Tier Entity’sinsolvency, or breach of the agreement between Provider and First Tier Entity that is the subjecthereof or the agreement between First Tier Entity and Health Plan, shall Provider bill, charge,collect a deposit from, seek compensation, remuneration or reimbursement from, or have anyrecourse against a Medicare beneficiary for amounts that are the legal obligation of Health Planand/or First Tier Entity; and (ii) that Medicare beneficiaries shall be held harmless from and shallnot be liable for payment of any such amounts. Provider further agrees that this provision (a)shall be construed for the benefit of Medicare beneficiaries; (b) shall survive the termination ofthe agreements between Provider and First Tier Entity and First Tier Entity and Health Planregardless of the cause giving rise to such termination; and (c) supersedes any oral or writtencontrary agreement now existing or hereafter entered into between Provider and Medicarebeneficiaries, or persons acting on behalf of a Medicare beneficiary. [42 C.F.R.§ 422.504(g)(1)(i) and (i)(3)(i)]D. Hold Harmless of Dual Eligible Members. With respect to those Medicare beneficiaries whoare designated as Dual Eligible Members for whom the State Medicaid agency is otherwiserequired by law, and/or voluntarily has assumed responsibility in the State Medicaid Plan tocover those Medicare Part A and B Member Expenses identified and at the amounts provided forin the State Medicaid Plan, Provider acknowledges and agrees that it shall not bill Medicarebeneficiaries the balance of (“balance-bill”), and that such Medicare beneficiaries are not liablefor, such Medicare Part A and B Member Expenses, regardless of whether the amount Providerreceives is less than the allowed Medicare amount or Provider charges due to limitations onadditional reimbursement provided in the State Medicaid Plan. Provider agrees that it will acceptFirst Tier Entity’s payment as payment in full or will bill the appropriate State source if HealthPlan has not assumed the State’s financial responsibility under an agreement between HealthPlan and the State. [42 C.F.R. § 422.504(g)(1)(iii).]Wisconsin NET ProgramVersion: March 25 2011Page 42

E. Accordance with Health Plan’s Contractual Obligations. Provider agrees that any servicesprovided to Medicare beneficiaries shall be consistent with and comply with the requirements ofthe Medicare Contract. [42 C.F.R. § 422.504(i)(3)(iii).]F. Prompt Payment of Claims. First Tier Entity will process and pay or deny claims forCovered Services within the timeframe set forth in the agreement between Provider and FirstTier Entity . [42 C.F.R. § 422.520(b).]G. Delegation of Provider Selection. As applicable, Provider understands that if selection ofproviders who render services to Medicare beneficiaries has been delegated to First Tier Entityby Health Plan, either expressly or impliedly, then Health Plan retains the right to approve,suspend or terminate such downstream or subcontracted arrangements to the extent applicable toMedicare beneficiaries enrolled with Health Plan. [42 C.F.R. § 422.504(i)(5).]H. Compliance with Health Plan’s Policies and Procedures. Provider shall comply with allpolicies and procedures of Health Plan to the extent applicable to the services rendered byProvider. Such policies may include written standards for the following: (a) timeliness of accessto care and member services; (b) policies and procedures that allow for individual medicalnecessity determinations (e.g., coverage rules, practice guidelines, payment policies); and (c)Health Plan’s compliance program which encourages effective communication between Providerand Health Plan’s Compliance Officer and participation by Provider in education and trainingprograms regarding the prevention, correction and detection of fraud, waste and abuse and otherinitiatives identified by CMS. [42 C.F.R. § 422.112; 42 C.F.R. § 422.504(i)(4)(v); 42 C.F.R.§ 422.202(b); 42 C.F.R. § 422.504(a)(5); 42 C.F.R. § 422.503(b)(4)(vi)(C) & (D) & (G)(3).]I. Delegation (Accountability) Provisions. Provider agrees that to the extent Health Plan, inHealth Plan’s sole discretion, elects to delegate any administrative activities or functions to FirstTier Entity, the following shall apply:(1) Reporting Responsibilities. The Health Plan and First Tier Entity will agree in writing toa clear statement of such delegated activities and reporting responsibilities relative thereto.[42 C.F.R. § 422.504(i)(3)(ii) and 42 C.F.R. § 422.504(i)(4)(i)](2) Revocation. In the event CMS or Health Plan determines that First Tier Entity does notsatisfactorily perform the delegated activities and any plan of correction, any and all of thedelegated activities may be revoked upon notice by the Health Plan to First Tier Entity. [42C.F.R. § 422.504(i)(3)(ii) and 42 C.F.R. § 422.504(i)(4)(ii)](3) Monitoring. Any delegated activities will be monitored by the Health Plan on an ongoingbasis and formally reviewed by the Health Plan at least annually. [42 C.F.R.§ 422.504(i)(3)(ii) and 42 C.F.R. § 422.504(i)(4)(iii)](4) Credentialing. The credentials of medical professionals, if any, affiliated with Providerand/or First Tier Entity will either be reviewed by Health Plan or, in the event Health Planhas delegated credentialing to First Tier Entity, First Tier Entity’s credentialing process willWisconsin NET ProgramVersion: March 25 2011Page 43

e reviewed and approved by Health Plan, monitored on an ongoing basis and audited at leastannually. [42 C.F.R. § 422.504(i)(3)(ii) and 42 C.F.R. § 422.504(i)(4)(iv)](5) No Assignment of Responsibility. Provider understands that Provider and/or First TierEntity may not delegate, transfer or assign any of Provider’s or First Tier Entity’s obligationswith respect to Medicare beneficiaries or any delegation agreement between Health Plan andProvider and/or First Tier Entity without Health Plan’s prior written consent.J. Compliance with Laws and Regulations. Provider agrees to comply with all applicableMedicare laws, rules and regulations, reporting requirements, CMS instructions, and with allother applicable state and federal laws, rules and regulations, as may be amended from time totime including, without limitation: (a) laws, rules and regulations designed to prevent orameliorate fraud, waste and abuse including, but not limited to, applicable provisions of Federalcriminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and/or the anti-kickback statute(section 1128B(b) of the Act); (b) applicable state laws regarding patients’ advance directives asdefined in the Patient Self Determination Act (P.L. 101-58), as may be amended from time totime; (c) Federal Health Insurance Portability and Accountability Act of 1996 (HIPAA)administrative simplification rules found at 45 C.F.R. parts 160, 162, and 164; and (d) laws, rulesand regulations and CMS instructions and guidelines regarding marketing. Additionally, and tothe extent applicable, Provider agrees to maintain full participation status in the federal Medicareprogram and shall ensure that none of its employees, contractors, or subcontractors is excludedfrom providing services to Medicare beneficiaries under the Medicare program. [42 C.F.R.§ 422.204(b)(4) and 42 C.F.R. § 422.752(a)(8)]K. Accountability. Provider hereby acknowledges and agrees that Health Plan oversees theprovision of services by Provider to Medicare beneficiaries and that Health Plan shall beaccountable under the Medicare Contract for such services regardless of any delegation ofadministrative activities or functions to Provider or First Tier Entity. [42 C.F.R. § 422.504(i)(1);(i)(4)(iii); and (i)(3)(ii)]L. Benefit Continuation. Upon termination of Provider’s status as a participating provider withHealth Plan (unless such termination was related to safety or other concerns), Provider willcontinue to provide health care benefits/services to Medicare beneficiaries in a manner thatensures medically appropriate continuity of care and for the time period required by applicablelaw. Specifically, for Medicare beneficiaries who are hospitalized on the date of suchtermination, services will be provided through the applicable Medicare beneficiary’s date ofdischarge. [42 C.F.R. § 422.504(g)(2)]. The parties acknowledge the provisions set for in thisparagraph K are not applicable to NET services.Wisconsin NET ProgramVersion: March 25 2011Page 44

Non-Emergency Medical TransportationAccount Setup AgreementINFORMATION COVER SHEET• ALL Transportation Providers must execute the Account Setup Agreement inorder to receive payments for transportation services rendered by the provider.• The Account Setup Agreement includes the following major provisions:o Federal Tax ID#, or other identifying information for the TransportationProvidero Certification by the Transportation Provider that it meets all Federal, Stateand Local qualifications, credentials, and licensure to perform non-emergencymedical transportation serviceso Process and time period for submission and payment of claimso Passenger information obtained by the Transportation Provider is subject toconfidentiality provisions of the Health Information Portability andAccountability Acto Transportation service and billing records are subject to Medicaid and/orMedicare audit and inspectiono Transportation Provider is an independent contractor and is neither anemployee nor agent of LogistiCare• Note: This information cover sheet is included as an information aid only andIS NOT a part of the Account Setup Agreement.Page 45

Non-Emergency Medical TransportationAccount Setup AgreementBased upon the following recitals, the sufficiency of which is hereby acknowledged, LogistiCare Solutions, LLC (“LGTC”) and___________________________________, (“Provider”) enter into this Account Setup Agreement (“Agreement”).ARTICLE I. PURPOSE1.0 LGTC, in its capacity as the broker of non-emergency medical transportation (“NET”) services to various Clients,including Medicaid Agencies and Medicare Managed Care Organizations, must process invoices from and submit payments forservices to NET providers (“Billing Process”). The Billing Process includes claims adjudication, verification of eligibility and priorauthorization, and other information that allows LGTC Clients to confirm that eligible persons receive appropriate NET servicesand that NET provider claims are appropriately processed and paid.1.1 This Agreement delineates the responsibilities of LGTC and Provider associated with the Billing Process for NETservices. Execution of this Agreement is a precondition and requirement for Provider to submit invoices to LGTC and receivepayment for NET services.ARTICLE II. PARTIESLogistiCare Solutions, LLCProvider:1275 Peachtree Street, NE, 6 th Floor Address:Atlanta, GA 30309Address:Attention: Chief Administrative Officer Contact Name:(404) 888-5800 F.E.I.# or SS#: Phone #:ARTICLE III. GENERAL PROVISIONS3.0 Term of Agreement. The term of this Agreement shall be from the date of execution by signature through a period ofone (1) calendar year. The Agreement shall automatically renew for additional one-year terms unless terminated by either partyin accordance with the provisions of Article VIII of this Agreement.3.1 Assignment. Provider shall not sell, transfer, assign or dispose of this Agreement, in whole or in part, or any of itsrights or obligations, to any other party without the express written consent of LGTC.3.2 Modifications. Any change to this Agreement will be effective only when set forth in writing and signed by an authorizedrepresentative of each party.ARTICLE IV. SCOPE OF WORK4.0 Provider shall provide NET service to individuals as pre-authorized by LGTC.4.1 Certifications.a) Provider certifies that it is in compliance with applicable city, county, state and federal requirements regardinglicensing, certification and insurance for all personnel and vehicles.b) Provider certifies that it is in compliance with applicable laws and regulation regarding criminal background checksand drug screens for all drivers, including fingerprinting if required by any law enforcement entity for thejurisdictions in which it performs NET services. Provider further certifies that all drivers meet current state andfederal motor carrier safety regulations and guidelines.c) Provider certifies that vehicles shall comply with the Americans with Disabilities Act (ADA) AccessibilitySpecifications for Transportation as well as Federal Transit Administration (FTA) regulations, as applicable for thetype of vehicle utilized by Provider.d) Provider warrants that it has never been terminated from participation in any state Medicaid or Medicare programor been determined to have committed Medicaid or Medicare fraud.e) Provider certifies that all information obtained regarding riders will be held in strict confidence and is used only asrequired in the performance of Provider’s transportation services and that Provider shall comply will all applicableprovisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA).4.2 LGTC and Provider hereby agree that only services specifically pre-authorized by LGTC will be compensated.4.3 As a condition of payment, Provider must submit accurate invoices to LGTC within 90 days of date of service. Invoicesnot submitted within 90 days of service will be subject to a ten percent (10%) reduction in the amount that would otherwise bedue under the invoice. Invoices submitted more than 120 days after date of service will be disallowed in their entirety. IfProvider must first bill Medicare or other primary payer, the timeframe for submitting claims to LGTC shall begin on the date ofthe denial of the claim by Medicare or other primary payer.4.4 LGTC processes for payment properly submitted uncontested invoices within thirty days after submission. LGTC willPage 46

submit payments to Provider twice per month by check or electronic transfer. .4.5 LGTC may offset from Provider’s future payments any reimbursement owned by Provider due to overpayment ofclaims.ARTICLE V. CONFIDENTIALITY, PRIVACY, and SECURITY5.0 Provider shall comply with all applicable laws and regulations pertaining to confidentiality, privacy, and security ofproprietary and confidential information. The provisions of this section do not preclude the Provider from compliance with federaland state reporting laws and regulations. Further, these provisions also allow the Provider to fully meet reporting requirements foraudit purposes.5.1 Provider must report a known breach of confidentiality, privacy, or security, as defined under HIPAA, to the LGTCHIPAA Privacy and Security Officer at (770) 907-7596, within 48 hours of becoming aware of said breach. Failure to perform mayconstitute cause immediate termination of this Agreement.ARTICLE VI. AUDIT AND INSPECTION6.0 The Provider shall furnish records and information regarding any invoice(s) for service(s) to LGTC, any LGTC Clients,any state Medicaid Agency or Medicaid Fraud Control Unit, the Centers for Medicare and Medicaid Services (“CMS”) and anyrepresentative of the U.S. Secretary of the Department of Health and Human Services (“DHHS”) in compliance with applicablelaw or regulation. The Contractor shall not destroy or dispose of records, which are under audit, review or investigation.ARTICLE VII. OTHER TERMS AND CONDITIONS7.0 The relationship between LGTC and Provider is solely that of independent contractors and nothing in this Agreement orotherwise shall be construed or deemed to create any other relationship including one of employer and employee or principleand agent or joint venture or any relationship other than that of independent parties contracting with each other solely for thepurpose of carrying out the provisions of this Agreement. Provider is solely responsible for the management, compensation,and payment of employment related taxes and insurance for its employees, including but not limited to workers’ compensationand unemployment insurance.7.1 If Provider is also a participating network provider for LGTC pursuant to an executed Transportation Agreement, thenthis Billing (Accounts Payable) Agreement is subordinate to the Transportation Agreement and any provisions of this Agreementthat are in conflict with provisions of the Transportation Agreement (including any Exhibits thereto) shall be considered null andvoid and the provisions of the Transportation Agreement shall control.7.2 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State ofGeorgia regardless of the forum where it may come up for construction.ARTICLE VIII. TERMINATION AND/OR REDUCTION IN SCOPE8.0 Either party may terminate this Agreement by providing fifteen (15) day written notice of termination to the other party.8.1 In the event funding of the NET program from the State, Federal or other sources is withdrawn, reduced, or limited inany way after the effective date of this Agreement and prior to the anticipated Agreement expiration date, this Agreement maybe terminated immediately upon written notification to the Provider by LGTC.8.2 Termination of this Agreement shall not release either party from any obligations set forth herein which shall survive thisAgreement as noted herein or by their nature would be intended to apply after any termination.This Agreement is entered into and effective as of this ___ day of ______________, 20___,LOGISTICARE SOLUTIONS, LLCDate:Signature:Printed Name:Title:PROVIDER:Date:Signature:Printed Name:Title:Internal Use OnlyGL Code: Set up in AP: Y____ N____ By:Page 47

LOGISTICARE INSURANCE CREDENTIALINGCHECKLISTProvider_____________________________________________Insurance Certificate on file?Yes □ No □A current copy of your Insurance Certificate needs to be submittedalong with the information below.CREDENTIALINGTYPEGeneral Liabilityw/ ”Broad Form”coverage($500,000)EXPIRATIONDATEAMOUNTVERIFIEDBYCOMMENTSAdditionalCoverage forSexual Abuse &Molestation (SAM)WorkersCompensationVehicle Insurance($500,000)Any Auto must beselected as part ofcoverage.LogistiCareAdditionalInsuredLogistiCareCertificate HolderAdditional Comments________________________________________________________________________________________________________________________________________________________________________________________________________________________Page 48

Transportation Network Development503 Oak Place, Suite 500Atlanta, GA 30349Phone (800) 486- 7642, Fax (877) 352-5641LOGISTICARE PROVIDER NETWORK QUESTIONNAIREPlease provide all the requested information to the best of your ability via fax AND mail the original.If you need more space, please write on the back or attach a separate sheet. Thank you.COMPANY CONTACT INFORMATIONCOMPANY NAME:STREET ADDRESS:MAILING ADDRESS:CITY: STATE: ZIP CODE:PHONE:FAX:EMAIL: WEB SITE :Which of the following best describes your company? Private____ Not for Profit_____ Taxi _____ Transit Agency______Human Services Agency_____ Agency on Aging _____ Faith Based Organization______NAME OF PERSON AUTHORIZED TO ENTER COMPANY INTO CONTRACTUAL OBLIGATIONS:NAME:TITLE:PHONE #: FAX: EMAIL:BASIC OPERATIONS INFORMATIONIn what State do you operate? ____________________________________________________________________________How many total vehicles do you operate in the state? __________________________________________________________How many vehicles do you operate per county by type (Total must equal number above)? Please fill below:CountySedan– NonTaxi TaxiMiniVanFullSizeVanADAWheelchairVanNon-emergencyStretcher/GurneyBLSAmbulanceALSAmbulancePlease complete with number of vehicles by type in each countyOther(pleasespecify)How many drivers do you employ? ______ How many office personnel? ______ How many other? ______Page 49

Please describe your hours of operation:Hours of OperationDay From: To:MondayTuesdayWednesdayThursdayFridaySaturdaySundayWhat type of 2-way communication system do you use to talk to your drivers? _____________________________________Please describe your routing and dispatch technology and procedures:_____________________________________________________________________________________________________Please describe your vehicle insurance coverage limits:_______________________________________________________________________________________________________________________________________________________________MEDICAL TRANSPORTATION EXPERIENCEDo you currently provide Non-Emergency Medical Transportation (NEMT) Services? ___________Please list all local, state or other permits or licenses you hold. ____________________________________________Are you licensed as an ambulance service? ___________Have you ever been terminated from a State/Federal program or convicted of Medicaid/Medicare fraud? ___________Approximately how many WEEKLY one-way MEDICAL trips do you currently provide? _________ Other? ________If you would like to increase this amount, what number of weekly one-way trips would you like to provide? _________How many additional vehicles would you need to manage that level of operation?______________________________Are you able to offer services in a language other than English? If yes, please indicate the language: ______________If you currently provide NEMT services, please list the facilities you currently serve. (Attach separate list if needed)______________________________________________________________________________________________________________________________________________________________________________________________________________DRIVER MANAGEMENTPlease describe your driver hiring and screening process: _________________________________________________________Page 50

______________________________________________________________________________________________________________________________________________________________________________________________________________Please describe your driver training and evaluation process: _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________QUALITY ASSURANCE PROGRAMWhat steps do you take to monitor and ensure the timeliness, safety, and sensitivity of your transportation services?____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________DWMBE STATUSIf your company qualifies, or is certified as one of the following please check the appropriate box and complete theattached DWMBE questionnaire.Type Check Designation Ownership DefinitionSBE Small Business Enterprise Business with less than 500 employeesMBE Disadvantaged Business Business with 51% or more certified defined US minority ownershipWBE Woman Owned Business Enterprise Business with 51% or more certified woman ownershipVET Veteran Business Enterprise Business 51% or more certified US military veteran ownedDVBEDisabled Veteran BusinessEnterpriseBusiness 51% or more certified disabled US veteran ownedDBE Disabled Business Enterprise Business 51% or more certified disabled persons ownedOTHER COMMENTS OR CLARIFICATIONS: ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________COMPLETED BY:E MAIL:TITLE:TELEPHONE:DATE:PLEASE FAX FORM TO 877-352-5641, AND MAIL ORIGINALATTENTION: NETWORK DEVELOPMENTEmail questions Network@logisticare.comPage 51

Network Development503 Oak Place, Suite 500Atlanta, GA 30349Phone (800) 486- 7642, Fax (877) 352-5641DISABLED WOMEN MINORITY BUSINESS ENTERPRISE (DWMBE)QUESTIONNAIRECompany Name:_____________________________________________ Date: ___________________A SMALL BUSINESS ENTERPRISE (SBE) is any corporation, partnership, sole proprietorship,individual. or other business enterprise operating for profit with 100 employees or fewer, includingemployees employed in any subsidiary or affiliated corporation which otherwise meets the requirementsof the federal small business innovation research program, except for the limitation regarding a maximumnumber of company employees.Does your company qualify as a SMALL BUSINESS ENTERPRISE? Yes ____ No ____Is your company certified as a SMALL BUSINESS ENTERPRISE? Yes ____ No ____A WOMAN BUSINESS ENTERPRISE (WBE) is at least 51% owned by a woman or in the case of apublicly owned enterprise, a business enterprise in which at least 51% of the voting stock is owned byminority group members; or any enterprise that is approved or certified as such for purposes ofparticipation in the contracts subject to minority business enterprise requirements involving federalprograms and federal funds.Does your company qualify as a WOMAN BUSINESS ENTERPRISE? Yes ____ No ____Is your company certified as a WOMAN BUSINESS ENTERPRISE? Yes ____ No ____A MINORITY BUSINESS ENTERPRISE (MBE) is at least 51% owned by minority group members,or in the case of a publicly owned enterprise a business enterprise that is approved or certified as such forpurposes of participation in the contracts subject to women owned business enterprise requirementsinvolving federal programs and federal funds.Does your company qualify as a MINORITY BUSINESS ENTERPRISE? Yes ____ No ____Is your company certified as a MINORITY BUSINESS ENTERPRISE? Yes ____ No ____Page 52

Network Development503 Oak Place, Suite 500Atlanta, GA 30349Phone (800) 486- 7642, Fax (877) 352-5641A DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) meets all of the following:1. The business is at least 51 percent owned by one or more disabled veterans, or in the case of a publiclyowned business, at least 51 percent of its stock is owned by one or more disabled veterans; a subsidiarywhich is wholly owned by a parent corporation but only if at least 51 percent of the voting stock of theparent corporation is owned by one or more disabled veterans; or a joint venture in which at least 51percent of the joint venture's management and control and earnings are held by one or more disabledveterans.2. One or more disabled veterans manage and control the daily business operations. The disabled veteranswho exercise management and control are not required to be the same disabled veterans as the owners ofthe business concern.3. A sole proprietorship, corporation, or partnership with its home office located in the United States,which is not a branch or subsidiary of a foreign corporation, foreign firm or other foreign-based business.Does your company qualify as a DISABLED VETERAN BUSINESS ENTERPRISE (DVBE)?Yes ____ No ____Is your company certified as a DISABLED VETERAN BUSINESS ENTERPRISE (DVBE)?Yes ____ No ____A VETERAN BUSINESS ENTERPRISE (VBE) is at least 51% owned by a veteran or in the case of apublicly owned enterprise, a business enterprise in which at least 51% of the voting stock is owned byveterans; or any enterprise that is approved or certified as such for purposes of participation in thecontracts subject to minority business enterprise requirements involving federal programs and federalfunds.Does your company qualify as a VETERAN BUSINESS ENTERPRISE (VBE)? Yes ____ No ____Is your company certified as a VETERAN BUSINESS ENTERPRISE (VBE)? Yes ____ No ____A DISABLED BUSINESS ENTERPRISE @BE) is at least 51% owned by a disabled person, or in thecase of a publicly owned enterprise, a business enterprise in which at least 51% of the voting stock isowned by disabled persons; or any enterprise that is approved or certified as such for purposes ofparticipation in the contracts subject to minority business enterprise requirements involving federalprograms and federal funds.Does your company qualify as a DISABLED BUSINESS ENTERPRISE (DBE)? Yes ____ No ____Is your company certified as a DISABLED BUSINESS ENTERPRISE (DBE)? Yes ____ No ____Page 53

AFTER HOURS CONTACTINFORMATION SHEETPlease fill out the information below for our records. More than one contact may be listed.Company Name:______________________Name of contact:____________________Phone #: __________________________Name of contact:____________________Phone #:___________________________Page 54

Form W-9 Request for Taxpayer(Rev. January 2003)Identification Number and CertificationDepartment of the TreasuryInternal Revenue ServicePrint or typeSee Specific Instructions on page 2.NameBusiness name, if different from aboveCheck appropriate box:Address (number, street, and apt. or suite no.)City, state, and ZIP codeList account number(s) here (optional)Give form to therequester. Do notsend to the IRS.Individual/Exempt from backupSole proprietor Corporation Partnership Other withholdingRequester’s name and address (optional)Part ITaxpayer Identification Number (TIN)Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN).However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions onpage 3. For other entities, it is your employer identification number (EIN). If you do not have a number,see How to get a TIN on page 3.Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose numberSocial security number– –orEmployer identification numberto enter. –Part II CertificationUnder penalties of perjury, I certify that:1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding, and3. I am a U.S. person (including a U.S. resident alien).Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirementarrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you mustprovide your correct TIN. (See the instructions on page 4.)SignHereSignature ofU.S. person Purpose of FormA person who is required to file an information return withthe IRS, must obtain your correct taxpayer identificationnumber (TIN) to report, for example, income paid to you, realestate transactions, mortgage interest you paid, acquisitionor abandonment of secured property, cancellation of debt, orcontributions you made to an IRA.U.S. person. Use Form W-9 only if you are a U.S. person(including a resident alien), to provide your correct TIN to theperson requesting it (the requester) and, when applicable, to:1. Certify that the TIN you are giving is correct (or you arewaiting for a number to be issued),2. Certify that you are not subject to backup withholding,or3. Claim exemption from backup withholding if you are aU.S. exempt payee.Note: If a requester gives you a form other than Form W-9to request your TIN, you must use the requester’s form if it issubstantially similar to this Form W-9.Foreign person. If you are a foreign person, use theappropriate Form W-8 (see Pub. 515, Withholding of Tax onNonresident Aliens and Foreign Entities).Date Nonresident alien who becomes a resident alien.Generally, only a nonresident alien individual may use theterms of a tax treaty to reduce or eliminate U.S. tax oncertain types of income. However, most tax treaties contain aprovision known as a “saving clause.” Exceptions specifiedin the saving clause may permit an exemption from tax tocontinue for certain types of income even after the recipienthas otherwise become a U.S. resident alien for tax purposes.If you are a U.S. resident alien who is relying on anexception contained in the saving clause of a tax treaty toclaim an exemption from U.S. tax on certain types of income,you must attach a statement that specifies the following fiveitems:1. The treaty country. Generally, this must be the sametreaty under which you claimed exemption from tax as anonresident alien.2. The treaty article addressing the income.3. The article number (or location) in the tax treaty thatcontains the saving clause and its exceptions.4. The type and amount of income that qualifies for theexemption from tax.5. Sufficient facts to justify the exemption from tax underthe terms of the treaty article.Cat. No. 10231XForm W-9 (Rev. 1-2003)Page 55

Form W-9 (Rev. 1-2003) Page 2Example. Article 20 of the U.S.-China income tax treatyallows an exemption from tax for scholarship incomereceived by a Chinese student temporarily present in theUnited States. Under U.S. law, this student will become aresident alien for tax purposes if his or her stay in the UnitedStates exceeds 5 calendar years. However, paragraph 2 ofthe first Protocol to the U.S.-China treaty (dated April 30,1984) allows the provisions of Article 20 to continue to applyeven after the Chinese student becomes a resident alien ofthe United States. A Chinese student who qualifies for thisexception (under paragraph 2 of the first protocol) and isrelying on this exception to claim an exemption from tax onhis or her scholarship or fellowship income would attach toForm W-9 a statement that includes the informationdescribed above to support that exemption.If you are a nonresident alien or a foreign entity notsubject to backup withholding, give the requester theappropriate completed Form W-8.What is backup withholding? Persons making certainpayments to you must under certain conditions withhold andpay to the IRS 30% of such payments (29% after December31, 2003; 28% after December 31, 2005). This is called“backup withholding.” Payments that may be subject tobackup withholding include interest, dividends, broker andbarter exchange transactions, rents, royalties, nonemployeepay, and certain payments from fishing boat operators. Realestate transactions are not subject to backup withholding.You will not be subject to backup withholding on paymentsyou receive if you give the requester your correct TIN, makethe proper certifications, and report all your taxable interestand dividends on your tax return.Payments you receive will be subject to backupwithholding if:1. You do not furnish your TIN to the requester, or2. You do not certify your TIN when required (see the PartII instructions on page 4 for details), or3. The IRS tells the requester that you furnished anincorrect TIN, or4. The IRS tells you that you are subject to backupwithholding because you did not report all your interest anddividends on your tax return (for reportable interest anddividends only), or5. You do not certify to the requester that you are notsubject to backup withholding under 4 above (for reportableinterest and dividend accounts opened after 1983 only).Certain payees and payments are exempt from backupwithholding. See the instructions below and the separateInstructions for the Requester of Form W-9.PenaltiesFailure to furnish TIN. If you fail to furnish your correct TINto a requester, you are subject to a penalty of $50 for eachsuch failure unless your failure is due to reasonable causeand not to willful neglect.Civil penalty for false information with respect towithholding. If you make a false statement with noreasonable basis that results in no backup withholding, youare subject to a $500 penalty.Criminal penalty for falsifying information. Willfullyfalsifying certifications or affirmations may subject you tocriminal penalties including fines and/or imprisonment.Misuse of TINs. If the requester discloses or uses TINs inviolation of Federal law, the requester may be subject to civiland criminal penalties.Specific InstructionsNameIf you are an individual, you must generally enter the nameshown on your social security card. However, if you havechanged your last name, for instance, due to marriagewithout informing the Social Security Administration of thename change, enter your first name, the last name shown onyour social security card, and your new last name.If the account is in joint names, list first, and then circle,the name of the person or entity whose number you enteredin Part I of the form.Sole proprietor. Enter your individual name as shown onyour social security card on the “Name” line. You may enteryour business, trade, or “doing business as (DBA)” name onthe “Business name” line.Limited liability company (LLC). If you are a single-memberLLC (including a foreign LLC with a domestic owner) that isdisregarded as an entity separate from its owner underTreasury regulations section 301.7701-3, enter the owner’sname on the “Name” line. Enter the LLC’s name on the“Business name” line.Other entities. Enter your business name as shown onrequired Federal tax documents on the “Name” line. Thisname should match the name shown on the charter or otherlegal document creating the entity. You may enter anybusiness, trade, or DBA name on the “Business name” line.Note: You are requested to check the appropriate box foryour status (individual/sole proprietor, corporation, etc. ).Exempt From Backup WithholdingIf you are exempt, enter your name as described above andcheck the appropriate box for your status, then check the“Exempt from backup withholding” box in the line followingthe business name, sign and date the form.Generally, individuals (including sole proprietors) are notexempt from backup withholding. Corporations are exemptfrom backup withholding for certain payments, such asinterest and dividends.Note: If you are exempt from backup withholding, you shouldstill complete this form to avoid possible erroneous backupwithholding.Exempt payees. Backup withholding is not required on anypayments made to the following payees:1. An organization exempt from tax under section 501(a),any IRA, or a custodial account under section 403(b)(7) if theaccount satisfies the requirements of section 401(f)(2);2. The United States or any of its agencies orinstrumentalities;3. A state, the District of Columbia, a possession of theUnited States, or any of their political subdivisions orinstrumentalities;4. A foreign government or any of its political subdivisions,agencies, or instrumentalities; or5. An international organization or any of its agencies orinstrumentalities.Other payees that may be exempt from backupwithholding include:6. A corporation;7. A foreign central bank of issue;8. A dealer in securities or commodities required to registerin the United States, the District of Columbia, or apossession of the United States;Page 56

Form W-9 (Rev. 1-2003) Page 39. A futures commission merchant registered with theCommodity Futures Trading Commission;10. A real estate investment trust;11. An entity registered at all times during the tax yearunder the Investment Company Act of 1940;12. A common trust fund operated by a bank undersection 584(a);13. A financial institution;14. A middleman known in the investment community as anominee or custodian; or15. A trust exempt from tax under section 664 ordescribed in section 4947.The chart below shows types of payments that may beexempt from backup withholding. The chart applies to theexempt recipients listed above, 1 through 15.If the payment is for . . .Interest and dividend paymentsBroker transactionsBarter exchange transactionsand patronage dividendsPayments over $600 requiredto be reported and directsales over $5,000 1THEN the payment is exemptfor . . .All exempt recipients exceptfor 9Exempt recipients 1 through 13.Also, a person registered underthe Investment Advisers Act of1940 who regularly acts as abrokerExempt recipients 1 through 5Generally, exempt recipients1 through 7 21See Form 1099-MISC, Miscellaneous Income, and its instructions.2However, the following payments made to a corporation (including grossproceeds paid to an attorney under section 6045(f), even if the attorney is acorporation) and reportable on Form 1099-MISC are not exempt from backupwithholding: medical and health care payments, attorneys’ fees; and paymentsfor services paid by a Federal executive agency.Part I. Taxpayer IdentificationNumber (TIN)Enter your TIN in the appropriate box. If you are a residentalien and you do not have and are not eligible to get anSSN, your TIN is your IRS individual taxpayer identificationnumber (ITIN). Enter it in the social security number box. Ifyou do not have an ITIN, see How to get a TIN below.If you are a sole proprietor and you have an EIN, you mayenter either your SSN or EIN. However, the IRS prefers thatyou use your SSN.If you are a single-owner LLC that is disregarded as anentity separate from its owner (see Limited liabilitycompany (LLC) on page 2), enter your SSN (or EIN, if youhave one). If the LLC is a corporation, partnership, etc., enterthe entity’s EIN.Note: See the chart on page 4 for further clarification ofname and TIN combinations.How to get a TIN. If you do not have a TIN, apply for oneimmediately. To apply for an SSN, get Form SS-5,Application for a Social Security Card, from your local SocialSecurity Administration office or get this form on-line atwww.ssa.gov/online/ss5.html. You may also get this formby calling 1-800-772-1213. Use Form W-7, Application forIRS Individual Taxpayer Identification Number, to apply for anITIN, or Form SS-4, Application for Employer IdentificationNumber, to apply for an EIN. You can get Forms W-7 andSS-4 from the IRS by calling 1-800-TAX-FORM(1-800-829-3676) or from the IRS Web Site at www.irs.gov.If you are asked to complete Form W-9 but do not have aTIN, write “Applied For” in the space for the TIN, sign anddate the form, and give it to the requester. For interest anddividend payments, and certain payments made with respectto readily tradable instruments, generally you will have 60days to get a TIN and give it to the requester before you aresubject to backup withholding on payments. The 60-day ruledoes not apply to other types of payments. You will besubject to backup withholding on all such payments until youprovide your TIN to the requester.Note: Writing “Applied For” means that you have alreadyapplied for a TIN or that you intend to apply for one soon.Caution: A disregarded domestic entity that has a foreignowner must use the appropriate Form W-8.Page 57

Form W-9 (Rev. 1-2003) Page 4Part II. CertificationTo establish to the withholding agent that you are a U.S.person, or resident alien, sign Form W-9. You may berequested to sign by the withholding agent even if items 1, 3,and 5 below indicate otherwise.For a joint account, only the person whose TIN is shown inPart I should sign (when required). Exempt recipients, seeExempt from backup withholding on page 2.Signature requirements. Complete the certification asindicated in 1 through 5 below.1. Interest, dividend, and barter exchange accountsopened before 1984 and broker accounts consideredactive during 1983. You must give your correct TIN, but youdo not have to sign the certification.2. Interest, dividend, broker, and barter exchangeaccounts opened after 1983 and broker accountsconsidered inactive during 1983. You must sign thecertification or backup withholding will apply. If you aresubject to backup withholding and you are merely providingyour correct TIN to the requester, you must cross out item 2in the certification before signing the form.3. Real estate transactions. You must sign thecertification. You may cross out item 2 of the certification.4. Other payments. You must give your correct TIN, butyou do not have to sign the certification unless you havebeen notified that you have previously given an incorrect TIN.“Other payments” include payments made in the course ofthe requester’s trade or business for rents, royalties, goods(other than bills for merchandise), medical and health careservices (including payments to corporations), payments to anonemployee for services, payments to certain fishing boatcrew members and fishermen, and gross proceeds paid toattorneys (including payments to corporations).5. Mortgage interest paid by you, acquisition orabandonment of secured property, cancellation of debt,qualified tuition program payments (under section 529),IRA or Archer MSA contributions or distributions, andpension distributions. You must give your correct TIN, butyou do not have to sign the certification.What Name and Number To Give theRequesterFor this type of account:1. Individual2. Two or more individuals (jointaccount)3. Custodian account of a minor(Uniform Gift to Minors Act)4. a. The usual revocablesavings trust (grantor isalso trustee)b. So-called trust accountthat is not a legal or validtrust under state law5. Sole proprietorship orsingle-owner LLCFor this type of account:6.7.8.9.Sole proprietorship orsingle-owner LLCA valid trust, estate, orpension trustCorporate or LLC electingcorporate status on Form8832Association, club, religious,charitable, educational, orother tax-exempt organization10. Partnership or multi-memberLLC11. A broker or registerednominee12. Account with the Departmentof Agriculture in the name ofa public entity (such as astate or local government,school district, or prison) thatreceives agricultural programpaymentsGive name and SSN of:The individualThe actual owner of the accountor, if combined funds, the firstindividual on the account 1The minor 2The grantor-trustee 1The actual owner 1The owner 3Give name and EIN of:The owner 3Legal entity 4The corporationThe organizationThe partnershipThe broker or nomineeThe public entity1List first and circle the name of the person whose number you furnish. If onlyone person on a joint account has an SSN, that person’s number must befurnished.2Circle the minor’s name and furnish the minor’s SSN.3You must show your individual name, but you may also enter yourbusiness or “DBA” name. You may use either your SSN or EIN (if you haveone).4List first and circle the name of the legal trust, estate, or pension trust. (Donot furnish the TIN of the personal representative or trustee unless the legalentity itself is not designated in the account title.)Note: If no name is circled when more than one name islisted, the number will be considered to be that of the firstname listed.Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returnswith the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition orabandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses thenumbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this informationto the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out theirtax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforceFederal nontax criminal laws and to combat terrorism.You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxableinterest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.Page 58

ELECTRONIC FUNDS TRANSFER (EFT) AUTHORIZATION AGREEMENTI/we hereby authorize LogistiCare Solutions, LLC (“The Company”) to initiate electronic credit entries tothe financial institution and account indicated below. I/we further authorize “The Company” to initiateelectronic debit entries to the account listed below to correct any errors. This authority is to remain in fullforce and effect until “The Company” has received written notification to terminate the agreement. Allchanges must be submitted in writing and may require a new EFT agreement.Section 1 (To be completed by the Transportation Provider)Type of Transaction: ____ Add ____ Change ____ DeleteTransportation Provider Name: ______________________________________________________Address: ____________________________________________________________________________________________________________Telephone Number: ______________________________________________________Federal Tax Identification Number: __________________________________________________Authorize Signer Name: ___________________________________________________________Authorize Signature: ______________________________________________________________Section 2 (To be completed by the Financial Institution)Direct Deposit to be made to: ________________________________________________________Financial Institution Name: _________________________________________________________Address: __________________________________________________________________________________________________________________Telephone Number: _________________________________________________________Routing & Transit Number/ABA #: __________________________________________________Account Number (Transportation Provider): __________________________________________Bank Official Signature: ________________________________ Date: _____________________Section 3 (To be completed by the LogistiCare Solutions, LLC)Date Received: ______________________ Vendor Code: ________________________________A/P Approval: _______________________ Treasury Approval: ___________________________PLEASE ATTACH VOIDED CHECK HERENo Counter/Starter ChecksPage 59

Dear LogistiCare Transportation Provider:LogistiCare Transportation ProviderElectronic Data Interchange (EDI) PacketLogistiCare has opened a secured web site designed to improve and streamline communicationbetween you and LogistiCare. Using the web site, you can print or download your trip list, enterinformation about trips that you complete for LogistiCare, reroute trips, and enter trips that werenot completed or were cancelled. You may also bill LogistiCare using this site, and if you chooseto do so, you can obtain certain performance reports on your drivers and vehicles. Please notethat certain billing functions are only available to fully contracted providers with rate and mileageagreements.Use of the site is strictly voluntary. To utilize the site, you must register with our web siteprovider, Provado Technologies, LLC. The attached Electronic Data Interchange (EDI) formsmust be filled out, signed and forwarded to Provado Technologies. The forms include:1. Transportation Provider EDI Operational Information Form – use this form toprovide your contact information to Provado Technologies and designate the peopleauthorized to sign User Requests.2. Electronic Data Interchange (EDI) Agreement – this form represents the agreementbetween you and LogistiCare Solutions, LLC regarding the use of the secured website.3. EDI User Form – use this form to add or remove individual users from the system.You are responsible for properly managing your employees’ access to the system.If you are interested in using the site, please print the forms and have them filled out and signedby an authorized individual at your company. If you are a brand new provider, includeoriginals of these documents with your contracts. If you are an existing provider, send theoriginals to Provado Technologies, LLC at the address indicated on the form. The originals ofthe first two forms must be sent. Copies will not be accepted. The EDI User form can be sentvia fax.Notes:Providers who work in multiple states but only have one billing / back office addressneed only sign the EDI Agreement form once but must submit multiple OperationalInformation sheets (one for each state).Providers who work in multiple states and have separate billing / back office addressesmust sign the EDI Agreement and Operational Information forms for each state.Page 60

LogistiCare Transportation ProviderEDI Operational InformationPlease Type or Print ClearlyCompany Name: _____________________________________________________________Mailing Address: ___________________________________________________________________________________________________________________________Contact Name: ______________________________________________________________Job Title:______________________________________________________________Phone Number: _______________________________Fax Number:_______________________________Email Address: ______________________________________________________________LogistiCare Provider Number (Shorthand): ____________________Contracted Provider?  Yes  NoAuthorized Signatures: The following authorized signatures will be accepted on User Requestforms. If the signature on the User Request form does not match one of the below signatures, therequest will be denied.__________________________ _____________________ _______________________Signature Title Name__________________________ _____________________ _______________________Signature Title Name__________________________ _____________________ _______________________Signature Title NameNew Providers include signed Originals with your contract documents.Existing Providers Mail Originals to:Provado Technologies, LLC.Attn: LogistiCare TP Services8647 Baypine RdSuite 204Jacksonville, FL 32256Page 61

Electronic Data Interchange (EDI) Agreement for LogistiCareTransportation ProvidersThis is to certify that __________________________________________________________ of(Company Name)_____________________________, __________________________, ________ _________ on(Street Address) (City) (State) (Zip Code)the _______________________ day of _______________, 20_____, agrees to the followingconditions for the submission of electronic transactions to LogistiCare Solutions, LLC.1. The Transportation Provider acknowledges that certain information transmittedunder this Agreement may be protected by the Health Insurance Portability andAccountability Act (“HIPAA”) and agrees to comply with all relevantrequirements of HIPAA and its regulations, including but not limited to:Implementing administrative, physical, and technical safeguardsthat reasonably and appropriately protect the confidentiality,integrity, and availability of the electronic protected healthinformation that it creates, receives, maintains, or transmits inconnection with performing services for LogistiCare;Ensuring that any agent, including a subcontractor, to whom itprovides such information agrees to implement reasonable andappropriate safeguards to protect it;Reporting to LogistiCare any security incident of which it becomesaware;Agreeing that this agreement and any other agreement withLogistiCare may be terminated if LogistiCare determines that theTransportation Provider violated a material term of this contract.2. The Transportation Provider is not to be construed as an agent of LogistiCareSolutions, LLC or Provado Technologies, LLC by virtue of this agreement. Thisagreement only governs the terms under which the undersigned TransportationProvider may submit electronic transactions while performing services forLogistiCare Solutions, LLC.Page 62

3. Access to LogistiCare’s secure website may be terminated at any time byLogistiCare Solutions, LLC or Provado Technologies, LLC with or without causeor notice. Providers must ensure that any PC used to access the site is fully up-todatewith all Microsoft operating systems patches and has updated anti-virussoftware such as Symantec (Norton) or McAfee.4. The undersigned Transportation Provider agrees to use the system inaccordance with the instructions of LogistiCare and understands the intentionalentry of invalid or false information is unlawful and may have significant adverselegal repercussions. The Transportation Provider is responsible for ensuring thatits employees or agents use the system correctly. Contracted TransportationProviders may be assessed liquidated damages in accordance with theirtransportation contract with LogistiCare for improper reporting or improperinvoicing.5. Each user of the secured electronic systems must have his or her individual userid and password which is kept confidential. There can be no “shared” logins.6. The Transportation Provider will promptly notify Provado Technologies by faxof any EDI users who have left the company so their access to electronic systemscan be terminated. Promptly is defined as a maximum of 2 business days.7. This agreement will become effective when executed by both parties and maybe amended only in writing similarly executed.TRANSPORTATION PROVIDERLOGISTICARE SOLUTIONS, LLC(Print Name of Company)__________________________________(Signature of Owner or Official)__________________________________(Printed Name of Owner or Official)____________________________________(Signature of Authorized Represenative)____________________________________(Printed Name of Authorized Representative)______________________________________________________________________Title of Auth. Representative Date Title of Auth. Representative DatePage 63

Date: __________________________LogistiCare EDI User FormPlease Type or Print ClearlyProvider Name: ______________________________________________________________Mailing Address: ___________________________________________________________________________________________________________________________Phone Number: _____________________ Fax Number: _____________________LogistiCare Provider Number (Shorthand): ______________________Access: Select one from the left column and one or more from the right column: Add New User LogistiCare TP Web Site Inactivate User Provado Dispatch and Billing Mgr. Re-activate Existing User Login Password ResetUser Last Name: ___________________________________________User First Name: ___________________________________________User Title:___________________________________________Authorized Signature: __________________________________________________________(From Operational Information Form)Fax to:Provado Technologies / Attn: LogistiCare TP ServicesFax Number: 904-737-8104NOTE: For a new user, this form will be completed by Provado Technologies and faxed back tothe fax number provided at the top. Please be sure to supply a fax number where the return faxcan be secured until given to the user.TO BE COMPLETED BY PROVADO TECHNOLOGIES, LLC:User ID Assigned:Temporary Password:Date Completed:___________________________________________________________________________________________________________________________Page 64

Provider Web Site and EDI SupportWe have set up a contact point at Provado Technologies for questions and concerns about the EDIforms, the site, and user logins.You can call or email the below contact for the following issues:Questions about how to fill out the EDI formsQuestions on the status of your EDI applicationQuestions about user loginsTo report that the web site is downTo request a copy of the web site Users GuideQuestions about inactive accountsChanges to Operational InformationPlease do not call the below contact for the following types of issues:Questions about your PCs or Internet connectionQuestions about your payments or any billing issuesQuestions about your EFT transferTransportation Provider ContactPhone: 1-904-737-8022 x120Email: ITproviderEDI@logisticare.comNotes:Support Hours: 8:30 am to 5:00 pm Eastern. Please allow up to 4 business hours for areturn call or return email.Changes in Operational Information require that you fill out a new OperationalInformation form.If a user login has been inactivated due to a lack of activity, you must send a UserRequest form to have the login re-activated.Any issues or questions you have that are not included in the list of approved items for thiscontact point should be directed to your Regional Manager or Transportation Manager.Page 65

Software User AgreementWHEREAS, LogistiCare Solutions, LLC (“LogistiCare”) provides, among other things,transportation brokerage for the provision of non-emergency transportation services toeligible recipients; andWHEREAS, ____________________________________________ (“Provider”) is atransportation company that provides non-emergency transportation services to eligiblerecipients pursuant to a Transportation Agreement with LogistiCare; andWHEREAS, Provider wishes to utilize certain software referred to herein as ProvadoBilling Manager and/or Provado Dispatch Manager software (“Software”), to be madeavailable by LogistiCare, through which Provider may dispatch trips assignments, submitbillings, verify or otherwise manage trips performed on behalf of LogistiCare; andWHEREAS, Provider wishes to enter into this Software User Agreement for the access tosuch software under the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and agreements made,the sufficiency of which is hereby acknowledged, the parties agree as follows:I. DEFINITIONS(A) “Parties” means Logisticare and the Provider, collectively.(B) “Affiliate” includes any corporation or other legal entity (including jointventures and trusts) controlling, controlled by, or under common control with theProvider through stock ownership or other equity interest, direct or indirect, and allemployees, agents, consultants, representatives, successors, heirs and assigns thereof.(C) A “Third Party” includes a natural person or legal entity, other thanLogisticare, the Provider, or an Authorized User.(D) “Software Update” is any replacement, modification or upgrade to theTransportation Verification System software. A Software Update includes, but is notlimited to a new release, a modified version, help content, a bug fix, or a maintenancerelease.(E) “Authorized User” or “User” means a person who has been approved byLogisticare to use the Software. Such approval to use the Software is obtained via aregistration process provided by Logisticare.Page 66

II.RIGHT OF USE AND RESTRICTIONS(A) Subject to the terms and conditions of this Agreement, Logisticare grantsusers a non-transferable, non-assignable, and non-exclusive right during the initial termof the subscription and any Renewal Term, as defined in Section IV, to electronicallyaccess and use the Software via the designated Logisticare websites (hereinafter,“Websites”) solely to manage aspects of health care related transportation, and solely bysuch number of authorized users who are employees of the Provider and for whom usershave paid the applicable fee, if any. All rights not expressly granted herein are reservedby Logisticare.(B) Users are entitled to access any Software Update, as defined herein, thatLogisticare, at its sole discretion, generally makes available to authorized users of theSoftware. Any Software Update will be considered part of the Software and subject tothe terms of this Agreement, unless the Software Update is accompanied by additionalterms or a further Agreement that supersedes this Agreement, and in which case theSoftware Update will be subject to the additional terms or the further Agreement.(C) Users are not licensed or permitted under this Agreement and users shall1. not allow any third party to permit an Affiliate to access or attempt to usethe Software or access the Websites;2. not allow any third party to access or attempt to access any otherLogisticare systems, programs or data that are not made available forpublic use;3. not allow any third party to copy, reproduce, republish, upload, post,transmit, resell or distribute in any way the material from the Websites;4. not permit any third party to benefit from the use or functionality of theSoftware or Services via a rental, lease, or other arrangement5. not allow any third party to transfer any of the rights granted to usersunder this Agreement;6. not allow any third party to work around any technical limitations in theSoftware, use any tool to enable features or functionalities that areotherwise disabled in the Software, or decompile, disassemble, orotherwise reverse engineer the Software except as otherwise permitted byapplicable law;7. not allow any third party to perform or attempt to perform any actions thatwould directly or indirectly interfere with the proper working of theSoftware or Services, prevent access to or the use of the Software orServices by Logisticare or LogistiCare’s other licensees or customers, orimpose an unreasonable or disproportionately large load on theTransportation Verification System or Logisticare’s infrastructure, and8. not allow any third party to use the Software for an unlawful purpose or tootherwise use the Software except as expressly allowed under this SectionII.Page 67

III.OWNERSHIPThe Software is protected by copyright laws and international copyrighttreaties, as well as other intellectual property laws and treaties. Logisticare and/or itslicensor(s) own the title, copyright and other worldwide intellectual property rights inthe Software and all copies of the Software. The Software is licensed for use and isnot sold. Provider shall not engage in any activity that infringes or misappropriates theintellectual property rights of LogistiCare or of its licensor(s).This Agreement does not grant Provider or Users any rights to trademarks orservice marks of Logisticare.IV.SUBSCRIPTION PRICE, PAYMENTThe right to use the Software is provided at no cost to Provider so long asProvider is under contract as a transportation provider to LogistiCare. If Provider’stransportation agreement with LogistiCare is terminated for any reason Provider’s right toaccess and use the Software and associated web site will also be terminated.V. REGISTRATION DATAUsers must complete a registration process to use the Software and Services andmust (i) provide accurate, current and complete information (the “Registration Data”) asprompted by Logisticare, and (ii) maintain and promptly update the Registration Data tokeep it accurate, current and complete. If Users provide any Registration Data that isinaccurate, not current or incomplete, or if Logisticare has reasonable grounds to suspectthat the date is inaccurate, not current or incomplete, Logisticare may, in its solediscretion, suspend or terminate User’s account and refuse any and all current or futureaccess to and use of the Software or Services (or any portion thereof).VI.PROVIDER ACCESS INFORMATION AND DATA(A) Provider and its Authorized Users are solely responsible for (i) maintainingthe confidentiality and security of Users’ name(s), password(s), and any other security oraccess information used by Users to access the Software and Services (collectively,“Provider Access Information”), and (ii) preventing unauthorized access to or use of theinformation, files or data that users store or use in or with the Software and Services(collectively, “Data”).(B) Provider is responsible for providing access under the terms of thisAgreement to Authorized Users who are Provider’s employees, and for ensuring thatsuch Authorized Users comply with this Agreement.(C) Provider will be responsible for all electronic communications, includingRegistration Data and other data (“Communications”) entered using the Provider AccessInformation. Logisticare assumes that any Communications it receives through use of thePage 68

Provider Access Information were sent or authorized by Users. Provider agrees toimmediately notify Logisticare if it becomes aware of any loss, theft or unauthorized useof any Provider Access Information or Data. Logisticare reserves the right to deny Usersaccess to the Software or Services (or any part thereof) if Logisticare reasonably believesthat any loss, theft or unauthorized use of Provider Access Information has occurred.Users must inform Logisticare of, and hereby grants to Logisticare permission to use,Provider Access Information to enable Logisticare to provide the Services to Users,including updating and maintaining Data, addressing errors or service interruptions, andto enhance the types of data and services Logisticare may provide in the future.VII.SUPPORT SERVICESThe Services provided by Logisticare under this Agreement may include supportservices related to the Software ("Support Services"), such as an online knowledge baseand other documentation, online tutorials, online demonstrations, online slide shows, andan online issue ticketing system. Use of Support Services, if any, is governed byLogistiCare’s policies and programs described in any user’s manual, in onlinedocumentation, and/or in other materials provided by Logisticare. Any supplementalSoftware code provided to Users as a part of Support Services will be considered part ofthe Software and subject to the terms of this Agreement.VIII.SOFTWARE AND SERVICE MODIFICATIONS AND MAINTENANCE(A) Logisticare shall have the right, in its sole discretion, to revise, update, orotherwise modify the Software or Services. Logisticare will attempt to provide priornotice of such a revision, update or other modification of the Software or Services, butdoes not guarantee that such notice will be provided. Logisticare reserves the right tomake such a revision, update or other modification to the Software or Services effectiveimmediately and without prior notice to maintain the security of the TransportationVerification System or to comply with any laws or regulations. Users continued use ofthe Software or Services will constitute Provider’s acceptance of and agreement to suchrevision, update or other modification.(B) Logisticare may, from time to time, perform maintenance upon the Softwareor Services resulting in interrupted service, delays or errors in the Software or Services.Logisticare will attempt to provide prior notice of scheduled maintenance but cannotguarantee that such notice will be provided.IX.THIRD PARTY SERVICESIn connection with Provider’s use of the Software, Users may be made aware ofservices, products, offers and promotions provided by third parties, and not byLogisticare (“Third Party Services”). If Users decide to use Third Party Services, Usersand Provider are responsible for reviewing and understanding the terms and conditionsgoverning any Third Party Services. Provider agrees that the third party, and notLogisticare, is responsible for the performance of the Third Party Services.Page 69

X. THIRD PARTY WEBSITESThe Software may contain or reference links to websites operated by third parties(“Third Party Websites”). These links are provided as a convenience only. Such ThirdParty Websites are not under the control of Logisticare. Logisticare is not responsible forthe content of any Third Party Website or any link contained in a Third Party Website.Logisticare does not review, approve, monitor, endorse, warrant, or make anyrepresentations with respect to Third Party Websites, and the inclusion of any link in theSoftware or Services is not and does not imply an affiliation, sponsorship, endorsement,approval, investigation, verification or monitoring by Logisticare of any informationcontained in any Third Party Website. In no event will Logisticare be responsible for theinformation contained in such Third Party Website or for Users use of or inability to usesuch website. Access to any Third Party Website is at Provider’s own risk, and Provideracknowledges and understands that linked Third Party Websites may contain terms andprivacy policies that are different from those of Logisticare. Logisticare is notresponsible for such provisions, and expressly disclaims any liability for them.XI.HIPAA COMPLIANCEThe Software and Services provide features for managing health care relatedtransportation in a manner that complies with the Health Insurance Portability andAccountability Act of 1996 (“HIPAA”). Provider agrees to use the Software andServices in a manner consistent with HIPAA and all applicable federal and state privacylaws relating to medical or health information.XII.TERM AND TERMINATION(A) This Agreement shall have a term of one year from the date of execution byLogistiCare and will automatically renew for successive one year terms. This Agreementshall terminate automatically without notice or action of either Party at such time asProvider’s Transportation Agreement with LogistiCare Solutions, LLC is terminated.Logisticare reserves the right, in its sole discretion, to terminate Users access tothe Software and Services or any portion thereof at any time, without notice. Upontermination, users must immediately cease using the Software and Services. Anytermination of this Agreement shall not affect LogistiCare’s rights hereunder. Further,Provider agrees that upon termination of this Agreement as provided in this Section XIIor cancellation of the subscription by users in accordance with Section IV, Logisticareshall not be liable to Provider, Users or any third party for any termination of access tothe Software or Services.(B) In addition to its other rights of termination, Logisticare shall have the right toterminate this Agreement and the right of use granted herein in the event the Provider (i)ceases conducting business in the normal course; (ii) initiates proceedings for theliquidation or winding up of the Provider’s business or for the termination of its corporatePage 70

charter; (iii) becomes insolvent or unable to pay its debts as they mature or makes anassignment for the benefit of its creditors; (iv) is the subject of a voluntary petition inbankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation,or composition for the benefit of creditors, if such petition or proceeding is not dismissedwithin sixty (60) days of filing; (v) becomes the subject of any involuntary petition inbankruptcy or any involuntary proceeding relating to insolvency, receivership,liquidation, or composition for the benefit of creditors, if such petition or proceeding isnot dismissed within sixty (60) days of filing; (vi) is liquidated or dissolved; (vii) isadjudicated by a court of competent jurisdiction as being bankrupt or insolvent; or (viii)becomes subject to direct control by a receiver, liquidator, trustee, or assignee inbankruptcy or insolvency.(C) Provider may terminate this Agreement at any time by providing ten (10) daysadvance written notice to LogistiCare.XIII.NONCOMPETITION(A) Provider agrees that, during the term of this Agreement and for five (5) yearsafter termination of this Agreement, Provider or its Users will not, directly or indirectly,use the Websites, Software and Services in any manner that would compete or tend tocompete with the business of Logisticare, including but not limited to brokering theprovision of health care related transportation, or to otherwise use the Websites, Softwareand Services for any commercial purpose except strictly in accordance with the terms ofthis Agreement.(B) Provider agrees that, during the term of this Agreement and for five (5) yearsafter termination of this Agreement, Provider or its Users will not write, develop,produce, sell, disseminate, disclose, lecture on, publish an article concerning, or offer aservice based on a software application that provides the same, or substantially the same,functionality as the Software, or a substantial portion thereof, without LogistiCare’s priorwritten consent.(C) Provider agrees that, during the term of this Agreement and for five (5) yearsafter termination of this Agreement, Provider or its Users will not assist a third party towrite, develop, produce, sell, disseminate, disclose, lecture on, publish an articleconcerning, or offer a service based on a software application that provides the same, orsubstantially the same, functionality as the Software, or a substantial portion thereof,without LogistiCare’s prior written consent.XIV. COPYRIGHT(A) All title and copyrights in and to the material and content of the Websites(“Content”) (including but not limited to any images, photographs, animations, video,audio, music and text incorporated into the Software), any accompanying printedmaterials, and any copies of the Software, are owned by Logisticare or its suppliers. ThisAgreement grants users no title to the Content or rights to use the Content.Page 71

(B) The Content may not be copied, distributed, republished, uploaded, posted ortransmitted in any way without the prior written consent of Logisticare, except that usersmay print out a copy of this Agreement or the Content solely for the intended use of theSoftware. In doing so, Users may not remove or alter, or cause to be removed or altered,any copyright, trademark, trade name, service mark or any other proprietary notice orlegend appearing on any of the Content.(C) Provider or Users may not reverse engineer, de-compile, disassemble, alter,duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative worksfrom, distribute or provide others with the Software in whole or part, or transmit orcommunicate the Software over a network.XV.EXPORT RESTRICTIONSUsers may not export, ship, transmit or re-export software in violation of anyapplicable law or regulation including but not limited to Export AdministrationRegulations issued by the U.S. Department of Commerce.XVI. DISCLAIMER OF WARRANTIESLOGISTICARE AND ITS SUPPLIERS PROVIDE THE SOFTWARE ANDSERVICES "AS IS", WITH ALL FAULTS, AND ON AN “AS AVAILABLE” BASIS,AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHEREXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE ANDSERVICES, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIEDWARRANTIES OR CONDITIONS OF MERCHANTABILITY, PERFORMANCE,CONDITION OF TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT,FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRDPARTY INTELLECTUAL PROPERTY RIGHTS. LOGISTICARE DOES NOTWARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREEFROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREATOF HACKERS, OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWAREOR SERVICES WILL MEET USERS REQUIREMENTS. THE ENTIRE RISKARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE ANDSERVICES IS WITH PROVIDER AND/OR USERS.XVII. LIMITATION OF DAMAGESTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NOEVENT WILL LOGISTICARE OR ITS SUPPLIERS BE LIABLE FOR ANYCONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OROTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAYRELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE ORSERVICES AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, EVEN IFLOGISTICARE OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITYPage 72

OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVEEVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.XVIII. SEVERABILITYIf any portion of this Agreement is adjudicated to be invalid or unenforceable inthe governing jurisdiction, the remainder shall remain in full force and effect and shall beenforceable against LogistiCare and Provider, and the invalid or unenforceable portionshall be reformed, if possible, to be as close to the invalid or unenforceable portion asenables said reformed portion to be valid and enforceable, and said reformed portion shallreflect a most favorable interpretation of the invalid or unenforceable portion, both inletter and inferences to the advantage of LogistiCare.XIX. NO WAIVERNo waiver of any right under this Agreement will be deemed effective unlesscontained in writing signed by a duly authorized representative of the party against whomthe waiver is to be asserted, and no waiver of any past or present right arising from anybreach or failure to perform will be deemed to be a waiver of any future rights arising outof this Agreement.XX.ENTIRE AGREEMENTThis Agreement constitutes the entire agreement between the Parties with respectto its subject matter, and supersedes all prior agreements, proposals, negotiations,representations or communications relating to the subject matter. No oral statements orprior written material not specifically incorporated herein shall be of any force or effect,and no changes in or additions to this Agreement shall be recognized unless incorporatedherein by amendment as agreed in writing by the Parties, such amendment to becomeeffective on the date stipulated in such amendment, unless unilateral amendment ispermitted pursuant to Section XXII (C).XXI. INDEMNIFICATION(A) Provider hereby agrees to indemnify, defend and hold LogistiCare, itsaffiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents,contractors, licensors, and representatives harmless from and against any and all claims,loss, damage, tax, liability and/or expenses (including attorneys’fees) arising out of, oralleged to arise out of or be in connection with Provider’s use of the services under thisAgreement or violation of the terms of this Agreement).(B) Provider further agrees to indemnify and hold Logisticare, its affiliates,subsidiaries, parents, shareholders, directors, officers, employees, agents, contractors,licensors, and representatives harmless from any claim or demand, including reasonableattorneys’ fees, made by any third party due to, arising out of, or alleged to arise out ofUsers’ use of the Software or Services, Users’ violation of the terms and conditions inPage 73

this Agreement, or the infringement by Users, or any other user of the Software orService using Users’ computer, of any intellectual property or other right of any person orentity.XXII. GENERAL PROVISIONS(A) This Agreement, including all matters of construction, validity, andperformance, will be governed by and construed and enforced in accordance with thelaws of the State of Georgia as applied to contracts made, executed, and to be fullyperformed in such state by citizens of such state, without regard to its conflict of lawrules. The Parties agree that the exclusive jurisdiction and venue for any action broughtbetween the Parties under this Agreement will be a court of the State of Georgia in FultonCounty, and the Parties further consent to request assignment of the case to the BusinessCourt of Fulton County.(B) All notices, demands and other communications directed to Provider or Usershereunder shall be sent to the email addresses or U.S. mail addresses Provider suppliesduring the registration process. Any notices Provider or Users send to LogistiCare shouldbe sent by email to info@Logisticare.com, or by regular mail to LogistiCare Solutions,LLC, c/o Provado Technologies, LLC, 8647 Baypine Road, Suite 204, Jacksonville, FL32256. Notices will be deemed to have been delivered, whether dispatched by email orotherwise, at the time of receipt.(C) LogistiCare shall have the right to change or add to the terms of use of theSoftware and Services, (provided that it is not LogistiCare’s intent that such changesubstantially affect the use rights granted to Provider in Section II and for whichconsideration was paid by Provider or Users) and to change, delete, discontinue, orimpose conditions on any feature or aspect of the Software and Services (including butnot limited to Internet based services, pricing, technical support options, and otherproduct-related policies) upon notice by any means LogistiCare determines in itsdiscretion to be reasonable, including posting information concerning any such change,addition, deletion, discontinuance or conditions in Software or on any LogistiCaresponsored web site, including but not limited to the Websites. Any use of the Softwareby Provider or Users after LogistiCare’s publication of any such changes shall constituteProvider’s acceptance of this Agreement as modified. If Provider does not agree with anyamended terms and conditions it may terminate this Agreement by submitting a writtentermination notice as provided in Section XII (C).(D) The Section Headings in this Agreement are for convenience and ease ofreference only, and shall not be deemed to alter or effect any provision hereof.(E) Nothing contained in this Agreement shall be construed as creating anyagency, partnership, or other form of joint enterprise between the parties.(F) Provider attests that the individual signing this Agreement is authorized toexecute the Agreement and to bind Provider to the terms herein.Page 74

Provider:Signature:Printed Name:Title:Date:LOGISTICARE SOLUTIONS, LLCSignature:Printed Name:Title:Date:Page 75

LogistiCare Driver ListLegal name Driver's License # Expiration Date State of Drivers LicenseCompany Name

LogistiCare Vehicle ListMake Model Year VIN Tag TypeAmbulatorySeatsWheelchairPositions