THIS TRANSPORTATION SERVICES AGREEMENT (“Agreement”) is made and entered into by and between Medical Transportation Management, Inc., a Missouri Corporation, (hereinafter referred to as “MTM”) and {{ details.Name }}, (hereinafter referred to as “Contractor”). MTM and Contractor individually shall be referenced herein as a “Party” and collectively as the “Parties”).

WHEREAS, MTM provides transportation brokerage services pursuant to contracts (“Client Contracts”) with governmental agencies and health care plans (“Clients”) for the provision on their behalf of non-emergency medical transportation (“NEMT” or “NET”) benefits;

WHEREAS, such Client Contracts, require high quality NEMT services (“Services”) and specify the manner in which Services are to be provided in order to comply with various legal requirements and to ensure safe transportation services;

WHEREAS, the terms and conditions set forth in this Agreement are solely to ensure safe transportation services and compliance with such client requirements and legal requirements; and

WHEREAS, Contractor wishes to enter into this Agreement to provide Services on behalf of the individuals to whom the Clients are obligated to provide transportation services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, promises and undertakings herein set forth, the Parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

A. Member means any person enrolled in and eligible to receive transportation services under a Client Contract.

B. Covered Service means any medical transportation service that MTM may provide to a Member pursuant to a Client Contract.

C. Criminal Background Check shall mean a Federal and FBI background check or the equivalent, to include a national criminal record search, a social security number trace, a National Criminal Database search or the equivalent and a County Criminal Court Search or the equivalent based on the previous addresses as well as the names associated with the individual.

D. Drug Screen means a urine based drug test that meets the requirements of the Federal Department of Health and Human Services, or the Department of Transportation, and screens at minimum for the use of marijuana, cocaine, amphetamines, opioids and Phencyclidine (“PCP”).

E. Service Area means the geographical area within which the Contractor’s transportation services will take place.

F. Trip or Trip Leg means one-way transportation from point of pick-up to destination drop off.

2. CONTRACTOR WARRANTIES AND REPRESENTATIONS

A. Contractor warrants that Contractor has never been terminated or excluded from participation in any State Medicaid or Medicare program or has been determined to have committed Medicaid or Medicare fraud, or, are on any excluded parties list maintained by any Federal or State agency.

B. Contractor warrants that no monies or gifts have been or will be paid or given directly or indirectly to any employee or agent of MTM as wages, compensation or gifts in exchange for favors in granting of transportation services to Contractor.

C. Contractor must meet all Federal and State laws and regulations for Health Insurance Portability and Accountability Act (HIPAA) and related security and confidentiality compliance by keeping all Member protected health information (“PHI”) and personally identifiable information (“PII”) confidential, reporting to MTM any breaches of PHI or PII. Such requirements are further specified in Section 16 herein.

D. Contractor agrees to comply with the Medicare Advantage and Medicaid Program Requirements, a copy of which is attached as Appendix C to this Agreement and incorporated herein by reference.

E. Contractor agrees to provide safe and reliable transportation services under this Agreement on an efficient and timely basis. Contractor understands that this Agreement does not guarantee or ensure Contractor any minimum number of Trips, and that actual Trip volume may vary.

F. Contractor understands that all Trips, including recurring Trips, may be assigned or reassigned by MTM.

G. Contractor shall give immediate notice to MTM of: (i) any criminal investigation, charge or proceeding against Contractor; (ii) any conviction(s) of Contractor for misdemeanor or felony crimes against a person, alcohol related driving offenses, and crimes involving moral turpitude and (iii) any civil claim asserted against Contractor arising from services rendered by Contractor under this Agreement.

H. Contractor agrees to maintain full and complete records reflecting all of its operations related to this Agreement for a period of ten (10) years or such longer period as may be required by applicable laws, regulations or Client requirements.

I. It is the Contractor’s responsibility to understand and comply with all applicable State, Federal and local laws and regulations as they currently exist and may hereafter be amended to provide services under this Agreement.

J. Contractor agrees to cooperate with MTM and the MTM Client in the investigation process for complaints, grievances and suspected fraudulent activity.

K. Contractor must not inquire as to the nature of a Member’s illness or medical services received, except in the following instances: (i) Contractor needs to know such information due to medical necessity relating to appropriate transportation and (ii) the Member becomes ill during the course of the Trip and acquiring such information is considered pertinent to assuring the Member’s safety and well-being. Contractor must immediately report to MTM any known or suspected fraud or willful abuse of Services by a Member.

L. Contractor must immediately report accidents, incidents and injuries that occur during the transport of a Member to MTM. Contractor agrees to cooperate with MTM in the investigation of accidents and injuries.

M. Upon acceptance of a Trip, Contractor must immediately proceed directly to the designated pick-up location. Contractor agrees to notify MTM immediately of any significant delays that cause the Member to be late for his/her medical appointment. In addition to MTM notification, Contractor must make alternate plans for completing the Trip in a timely manner if the medical appointment can still be attended.

N. If the Contractor determines a scheduled Trip cannot be performed due to unsafe driving conditions during inclement weather, the Contractor must immediately notify both the Member and MTM of the cancellation.

O. Contractor understands that, due to disability, age or mental condition, some Members require assistance and/or the use of an escort/Attendant to assist the Member during transport and at the place of treatment. Contractor agrees to transport the Member and one (1) escort/Attendant as requested. Multiple escorts/Attendants require prior approval from MTM.

P. Contractor shall provide curb-to-curb service as the standard service. Contractor shall not leave a Member unattended in the vehicle.

3. SPECIFIC CLIENT AND LEGAL REQUIREMENTS

Contractor prior to providing Services in connection with this Agreement, must meet the following standards in accordance with requirements set by Client Contracts and/or applicable law and in order to ensure consistent quality and safety in connection with transportation services. MTM will advise Contractor of any specific Client Contract requirements in a particular state or market beyond or different from those specified herein.

A. Contractor for Trips taken under this Agreement must possess a current, valid driver’s license appropriate for the services rendered and for the type of vehicle the Contractor is operating and as required by the State and municipality in which Contractor provides transportation. A current, legible copy of each driver’s license must be provided as part of the credentialing process.

B. Contractor must be at least 21 years of age, must be a U.S. citizen or legal resident alien, and must obey all Federal, State and local traffic laws.

C. Contractor must be able to read, write and communicate effectively in English.

D. Contractor must not allow Members and/or passengers to smoke or use e-cigarettes or vapor smoking products, or the equivalent in the vehicle.

E. Contractor must not eat or drink while in the vehicle or while involved with or in the presence of Members.

F. Contractor must not use alcohol or drugs or be under the influence of alcohol or drugs at any time while providing MTM transportation services. If Contractor is taking prescribed and/or over the counter (OTC) medication which may hinder their performance, they must report such use to MTM, and not transport Members. Contractor may use properly prescribed medication as long as their duties can still be performed in a safe manner and Contractor has written medical documentation from their medical provider that the medication will not impact the ability of Contractor.

G. Contractor must allow service animals in their vehicles as per the Americans with Disabilities Act.

H. Contractor must require Members to use seatbelts properly and must refuse to commence travel, or continue travel if Members are non-compliant. To the extent required by law, Contractor must have seat belt extenders and be knowledgeable in their use for securing Members that require the extenders.

I. If applicable, Contractor must ensure that all wheelchairs and mobility devices are properly secured to the vehicle and ensure that Members utilizing wheelchairs and scooters are properly secured before putting the vehicle in motion.

J. Contractor understand infants/children are to be in proper infant/child restraint seats as required by State and/or Federal law.

K. Contractor shall at all times comply with all applicable local, State and Federal laws and regulations governing the use of mobile devices while operating a motor vehicle. Contractor must not use a cell phone or texting device while driving; provided, however, Contractor may use a cell phone for navigational purposes but should only enter in or change routes or destinations while the vehicle is stationary and not in motion.

L. Contractor must not allow firearms or other weapons, unauthorized controlled substances, or highly combustible materials to be transported in the vehicle.

M. Contractor shall not accept responsibility for any of Member’s and/or passenger’s personal items.

4. CLIENT’S VEHICLE REQUIREMENTS

A. All vehicles in use for Services in connection with this Agreement must meet all local, State and Federal requirements, and comply with all vehicle requirements imposed by a Client Contract. Vehicles must display any applicable State or local motor vehicle registration and/or inspection sticker. Contractor shall only use a four (4)-door vehicle in the provision of Services and not use a two (2)-door vehicle or pickup truck.

B. Vehicles used for the transportation of Members must have operational electronic real-time Automatic Vehicle Location/Global Positioning System (“AVL/GPS”) capability, is capable of recalling the location of the vehicle for specific periods of time, and an internet connected device (“ICD”), which can be used to access MTM’s mobile tracking system applications for Contractors.

C. Pursuant to Client requirements, the Contractor shall provide and ensure to use a two-way voice communication system. Pagers are not an acceptable substitute.

D. Contractor is responsible for all vehicle fuel and maintenance costs as well as any expenses incurred while providing the Services, including but not limited to damages, fines (for traffic violations or otherwise), and tolls. Contractor is also solely responsible for ensuring that Contractor’s provision of Services does not violate the terms of any lien associated with the vehicle or Contractor’s insurance policy.

5. CREDENTIALING AND RE-CREDENTIALING

A. Contractor training must include Fraud, Waste and Abuse (“FWA”) and HIPAA. The Contractor training program may include additional programs required by the Client Contract, including but not limited to:

i) Contractor training, including defensive Driving

ii) Passenger assistance

B. Contractor agrees to provide to MTM upon request the following credentials:

i) Driver’s License

ii) Criminal Background Check, initially and annually thereafter

iii) Motor Vehicle Driving Record Report for the previous three (3) years - Annual

iv) Drug & Alcohol Screening Results 1) Initially, 2) Post Accident and upon suspicion, 3) Annually

v) Training Certificates

C. Contractor’s name must not appear on the Office of the Inspector General (“OIG”) exclusion list; the Federal Excluded Party List System (“EPLS”), or similar government exclusion lists to provide Services under this Agreement.

D. MTM reserves the right to disapprove or suspend any Contractor from providing services under this Agreement for safety reasons; or where disqualification of an Contractor is requested by an MTM Client; or for other reasons of good cause, would not ensure the consistent quality assurance of transportation services

E. Contractor must not perform services under this Agreement if they are currently on work release, probation, parole, or pending any felony or misdemeanor charge, or arrest, or drug or alcohol related traffic offense charge, which, if the charge were to result in a conviction, would disqualify them. Contractor must have no prior convictions for substance abuse or a sexual crime or crime of violence. Any Contractor that has been convicted of a felony during the last seven (7) years may drive or aid Members only with the approval of MTM’s Client.

F. Contractor must not have:

i) A suspended, expired, or revoked commercial or other driver’s license.

ii) Received a citation and have been convicted of three (3) or more motor vehicle moving violations within the previous thirty-six (36) months, where they are at fault.

iii) Received a citation and have been convicted of two (2) or more at-fault accidents resulting in personal injury or property damage within the previous thirty-six (36) months.

iv) An “at fault” accident means any accident where the Contractor is cited with a violation, or negligently contributes to the accident or any single vehicle accident where the cause is not equipment related. Contractor’s involvement in an accident will be presumed at fault unless Contractor provides evidence or documentation to the contrary. Copies of police reports are required to verify “no fault” accidents.

G. The term “conviction” used herein shall also include any plea of guilty, finding of guilty, plea of “nolo contendere”, or similar disposition, whether or not such disposition results in a sentence or conviction under applicable State or local laws.

H. Contractor must have no prior convictions for substance abuse within the last seven (7) years or within the timeframe prescribed by applicable State law.

I. A list of credentials can be found on Appendix B attached hereto.

6. COMPENSATION

A. MTM shall pay Contractor for its services at the rates set forth in Schedule A. Any claim submitted by Contractor more than ninety (90) days (or such other length of time as required by MTM’s Client) after the date of service shall not be eligible for payment, and Contractor thereby waives any right to payment therefore.

B. Contractor agrees that it will look solely to MTM for payment for services rendered. In no event, including but not limited to, non-payment by MTM or MTM’s Client, may Contractor bill, charge, or otherwise seek compensation from a Member of MTM’s Client to whom Contractor rendered services.

C. The MTM appeals process gives Contractor an opportunity to appeal any denied claims. Contractor agrees that recovery of any overpayment or recoupment by MTM may be accomplished by offsets against future payments.

D. Contractor shall be responsible for all applicable taxes associated with compensation received from MTM.

7. INSURANCE

A. MTM shall purchase and maintain liability insurance coverage that will only be in effect when Contractor is taking a Trip pursuant to the terms of this Agreement. Specifically, such coverage shall only be in effect in the following instances:

i) When the Contractor is directly on the way to collect a Member and/or passenger as confirmed by the MTM Link platform; and

ii) When the Contractor has the Member and/or passenger in the Contractor’s vehicle and is taking them to the designated drop-off destination as confirmed by the MTM Link platform. Coverage shall end at the point the Member and/or passenger has exited the vehicle.

This coverage shall not be effective in any other instance or for any other purpose. Contractor further understands and agrees that such coverage provided by MTM as described in this section shall not cover or offer defense against any claims, demands, lawsuits, or judgments seeking to recover or recoup (i) damages arising or resulting from intentional or deliberate actions of Contractor, including but not limited to assault and battery and sexual misconduct; or (ii) any punitive or exemplary damages against Contractor. Further, this liability coverage only provides for bodily injury to passengers and third parties, as well as property damage. It does not provide bodily injury coverage to Contractor, nor provide any Uninsured/Underinsured motorist coverage.

B. In addition, Contractor, at its sole cost and expense, shall procure and maintain at all times and throughout the term of this Agreement, such policies of automobile liability insurance and any other required forms of insurance in accordance with applicable state and local law. Contractor acknowledges that MTM is not providing bodily injury insurance coverage or any Uninsured/Underinsured motorist coverage for Contractor, and any such coverage should be procured by Contractor to protect itself. Certificates of insurance evidencing existence of all insurance coverage specified herein shall be provided to MTM upon the signing of this Agreement and upon renewal of insurance. It is Contractor’s sole responsibility to notify its insurance carrier of the Services it is providing pursuant to this Agreement and to obtain any necessary endorsement(s). Contractor is required to maintain insurance at all times throughout the term of this Agreement. Failure to do so will result in immediate termination of the Agreement.

C. The limits of all such insurance purchased and maintained by Contractor shall be in such form and coverage amounts as may be determined by MTM, and shall, at a minimum, comply with MTM’s contractual requirements with its Client, and in compliance with all Federal, State and local insurance requirements for the jurisdiction in which transportation services are rendered. MTM reserves the right to require higher insurance coverage amounts than may be required by minimum Federal, State, or local laws and regulations. Required limits of insurance may be amended by MTM upon notice to Contractor.

D. In addition to MTM, Contractor must report any accidents, incidents or injuries that occur while covered under MTM’s insurance policy (as outlined in Section 7.A above) to MTM’s designated third party administrator (“TPA”) and in accordance with instructions provided by MTM and/or designated TPA.

E. Contractor agrees to cooperate with MTM and TPA to provide any requested information necessary in order to investigate and manage a claim made under MTM’s insurance policy.

8. INDEMNIFICATION

Except to the extent directly caused by the willful misconduct of MTM, Contractor agrees to defend, indemnify, and hold harmless MTM and MTM's Client from and against any claims, liabilities and expenses of any kind or nature whatsoever, including reasonable attorney’s fees, arising or alleged to arise from (1) Contractor’s breach of this Agreement; (2) Contractor’s violation of any laws; (3) performance or nonperformance of any service by Contractor in connection with this Agreement, including but not limited to claims by personnel engaged by Contractor; and/or (4) any noncompliance assessments, penalties, or liquidated damages and expenses incurred by or assessed against MTM and/or the Client relating to the actions or inactions of Contractor.

9. ASSIGNMENT

A. No portion of this Agreement shall be assigned, sublet, delegated, transferred or otherwise disposed of by Contractor, except with the written consent of MTM. Contractor may not subcontract any services herein to any person or business entity without the express written consent of MTM.

B. This Agreement may be assigned by MTM to the participating MTM Client under contract to MTM, or to any MTM affiliate or successor entity, after notice of any proposed assignment is made to Contractor. Notwithstanding any such assignment, the rights, obligations and liabilities of Contractor shall remain the same as set forth herein.

10. COMPLETE AGREEMENT

This Agreement including the attachments, addenda and amendments hereto, and the documents incorporated herein, constitute the entire understanding of the Parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, oral or written, between MTM and the Contractor.

11. TERM AND TERMINATION

A. This Agreement shall be for a term of three (3) years, and shall only be renewed or extended upon mutual written agreement of the Parties. Termination shall have no effect upon the rights and obligations of the Parties arising out of any services performed prior to the effective date of such termination. Further, in the event that a Member is provided services by Contractor as of the date of termination of this Agreement, MTM will honor its contractual obligations to Members to pay for services rendered. This Agreement may also be terminated for convenience upon a Party giving thirty (30) days written notice to the other Party.

B. In the event Contractor has been assigned Trips and provides notice to MTM of termination, the Contractor must accommodate and run those assigned Trips within the thirty (30) day notice period.

C. Notwithstanding any provision herein to the contrary, MTM shall have the right to immediately terminate this Agreement and the services of Contractor in the event: (1) Contractor fails to perform or otherwise breaches the terms of this Agreement; or (2) MTM’s Client suffers a loss of funding for the Contract between Client and MTM; or (3) MTM’s contract with its Client is terminated for any reason; or (4) Contractor’s conduct in any way affects the potential safety of any Member; or (5) the filing of any Petition of Bankruptcy or insolvency, by or against the Contractor; or (6) MTM’s Client has requested the termination of Contractor; or (7) for other good cause. Contractor shall have the right to immediately terminate this Agreement in the event MTM breaches the terms of this Agreement.

D. Contractor agrees that MTM payment for all unpaid claims at time of notice of termination will be withheld until MTM has received and audited service records and claims for correctness and accuracy. MTM reserves the right to offset any liquidated damages or other noncompliance assessments against sums due for unpaid claims, or to seek recoupment of sums previously paid in error to Contractor.

12. INDEPENDENT BUSINESS RELATIONSHIP

It is mutually understood and agreed that in the performance of the duties and obligations of the Parties to this Agreement, each Party hereto is a separate and independent business, and the Parties agree that the relationship between MTM and Contractor is not that of an employer-employee. Contractor specifically understands that unless otherwise required by state law, MTM is not providing any benefits to Contractor, including but not limited to Worker’s Compensation benefits. Neither Party is the principal, agent, nor representative of the other, and neither have any control over the manner in which the other performs its services and functions. Each, MTM and Contractor, is free to enter into agreements with other entities or persons to provide the same or similar services. Contractor specifically acknowledges and agrees that the service requirements herein do not reflect control by MTM as to the specific details or manner and means of Contractor’s business, but reflect only MTM’s interest in meeting Client requirements and complying with applicable laws. None of the benefits provided by MTM to its employees are available from MTM to Contractor and Contractor waives any right to participate in all such benefit programs.

13. CHOICE OF LAW

This Agreement shall be interpreted and governed in accordance with the laws of the jurisdiction in which transportation services are rendered pursuant to this Agreement.

14. AMENDMENT AND WAIVER

Contractor acknowledges and agrees that this Agreement may be amended or modified in writing by mutual written agreement of the Parties. In addition, MTM shall have the right to amend this Agreement without Contractor’s consent, to maintain consistency and/or compliance with any State or Federal law, policy, directive or government sponsored program requirement. MTM shall otherwise have the right to amend this Agreement, including compensation rates, upon written notice to Contractor. If Contractor does not deliver to MTM written notice of rejection of the amendment within thirty (30) days of the date of the notice of the amendment, the amendment shall be deemed accepted by and incorporated into this Agreement, and said amendment shall be binding upon the Contractor.

15. CONFIDENTIALITY

A. Contractor and MTM mutually acknowledge that in the course of performing this Agreement, Contractor will become aware of information concerning MTM’s operations, business practices, customer practices, software systems, programs, pricing policies, customers, Clients, and Members, including Member PII and PHI. To the extent such information is generally unknown in the transportation industry or was unknown to Contractor before Contractor became aware of the information through MTM, such information shall be deemed trade secrets and confidential, proprietary information of MTM.

B. With respect to MTM’s trade secrets and confidential, proprietary information, including but not limited to all information obtained regarding Members, Contractor agrees that Contractor and its agents, successors and assigns shall not disclose such information to any person or business entity without the written consent of MTM except for Contractor’s internal use as reasonably necessary to perform this Agreement. Contractor also agrees that only those agents of Contractor who have a need to know any such information to perform their duties in connection with this Agreement will be provided with such information, and then only with those portions of such information as are reasonably necessary to the performance of their jobs. Further, Contractor agrees to instruct such agents not to disclose such information to any unauthorized persons or business entities.

C. Contractor agrees that a breach or threatened breach of the confidentiality provisions of this paragraph would cause immediate and irreparable harm to MTM, and that actual damages would be difficult or impossible to ascertain, such that MTM shall be entitled to injunctive relief in addition to pursuing such other relief as MTM may be entitled to at law or in equity.

D. Contractor will ensure that all information obtained regarding Members in connection with this Agreement, will be held in the strictest confidence and used only as required for the performance of Contractor’s obligations under this Agreement. The provisions of this Section shall survive termination of this Agreement.

16. PROTECTED HEALTH INFORMATION

A. In accordance with HIPAA, Contractor agrees to maintain the privacy/confidentiality of any and all Member PHI that Contractor receives or to which Contractor has access in performing the Services. Contractor agrees not to use or disclose any PHI other than as necessary to perform the Services described in this Agreement.

B. Contractor shall notify MTM immediately upon discovery of any unauthorized use or disclosure of PHI that is in violation of the requirements of this Agreement. Contractor will cooperate promptly with MTM as is reasonably required in order for MTM to comply with applicable breach reporting and notification laws. Contractor further agrees to notify MTM immediately in the event Contractor receives a request from an individual’s legal representative to review any of the individual’s PHI in Contractor’s possession or control.

C. Contractor agrees to return or otherwise destroy all PHI in Contractor’s possession or control upon termination of this Agreement for any reason. If such return or destruction of such records is not feasible, Contractor agrees to continue to extend the protections of this section to such PHI and limit any further use of such PHI to those purposes that make the return or destruction of such PHI infeasible.

17. ATTORNEY FEES AND COSTS

In the event that a party is required to defend, indemnify and hold harmless the other party with respect to any claim or liability arising out of the performance or nonperformance of any service by the indemnifying party in

connection with this Agreement, the indemnifying or party in non-compliance with this Agreement shall pay all of the other party’s costs and litigation expenses, including reasonable attorney’s fees that may be incurred by that party.

18. SEVERABILITY

The Parties acknowledge that this Agreement is reasonable, valid, and enforceable. If, however, any part of this Agreement is held by a court of competent jurisdiction to be invalid, it is the intent of the Parties that such provision be reduced in scope only to the extent deemed necessary to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected or invalidated as a result. Where any provision of this Agreement is found to be unenforceable, the Parties shall then make reasonable efforts to replace the invalid or unenforceable provision with a valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the original invalid or unenforceable provision.

19. INCORPORATION OF ATTACHMENTS

This Agreement, and the following attachments incorporated herein, constitute the entire agreement between the Parties.

Appendix A – Arbitration Agreement Appendix B – Credentials

Appendix C – Medicare Advantage and Medicaid Program Requirement Addendum Schedule A – Contractor Compensation (Rate Sheet)

20. CONSTRUCTION; ACKNOWLEDGEMENT

All Parties have participated in the negotiation of this Agreement, and accordingly, the Parties agree that this Agreement shall be construed and interpreted without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. Contractor warrants by signing this Agreement that he/she has read the document in its entirety, fully understands its content, and agrees to same. Contractor further pledges to abide by all terms and conditions set forth herein, and acknowledges such by signature hereupon. Contractor is responsible for seeking the advice of an attorney for clarification prior to signing.

21. COUNTERPARTS

This Agreement may be executed in multiple counterparts, including both counterparts that are executed on paper and counterparts that are electronic records and executed electronically, and each such executed counterpart (and any copy of an executed counterpart that is an electronic record) shall be deemed an original of this Agreement.

22. CONSENT TO ELECTRONIC RECORDS AND SIGNATURES

Electronic records and signatures may be used in connection with the execution of this Agreement. If executed on paper by original signature or executed electronically by one or more Parties to this Agreement, this Agreement or one or more of its signed counterparts is an electronic record and is just as legally valid and enforceable as if such Parties had signed it on paper using a handwritten signature.

23. FURTHER ASSURANCES

Each Party shall cooperate with the other and execute such instruments or documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence or confirm their rights or obligations or as may be reasonably necessary or helpful to give effect to this Agreement.

24. MANDATORY MEDIATION

The Parties mutually agree to attempt to resolve any claims or disputes between them through mediation prior to initiating Mandatory and Binding Arbitration. The Parties agree to attempt in good faith and employ their best efforts to resolve any claim or dispute promptly through mediation. The mediation shall be attended by representatives of MTM and Contractor who have the authority to settle and resolve the claim or dispute. Such mediation shall be initiated upon written notice from one Party to the other describing any such claim or dispute that has not been resolved in the ordinary course of business between them. The Parties should thereafter mutually agree upon a mediator and meet at a mutually acceptable time and place to exchange relevant information and attempt to resolve the claim or dispute. The Parties should disclose the identity of the individuals expected to

attend any mediation meeting or meetings at least three (3) business days prior to the meeting. The Parties shall continue to resolve any claims or disputes through mediation until: (1) a written resolution of the claim or dispute is reached through settlement by the Parties, (2) the mediator informs the Parties in writing that further efforts would not be productive or useful, (3) either Party informs the other in writing that further efforts would not be productive, or (4) sixty (60) calendar days elapses from the commencement of mediation without resolution. If the claim or dispute is not resolved in mediation, the Parties agree that to pursue the claim or dispute further, they must do so pursuant to the Mandatory and Binding Arbitration clause set forth below.

25. MANDATORY AND BINDING ARBITRATION

All claims, disputes, and controversies arising out of or in any manner relating to this Agreement or any other agreement executed in connection with this Agreement, or to the performance, interpretation, application or enforcement hereof, including, but not limited to breach hereof and/or termination hereof, which has not been resolved pursuant to mediation shall be submitted to individual binding arbitration in accordance with the terms and conditions set forth in the Arbitration Agreement attached hereto as Appendix A, excepting only such claims, disputes, and controversies as specifically excluded therein.

All such claims, disputes, and controversies arising out of or in any manner relating to this Agreement, whether based in contract, warranty, or tort, shall be brought by either Contractor or MTM on an individual basis only, and not as a multi-party plaintiff or class member in any purported class, collective, representative, or multi- plaintiff action. The Parties expressly waive any right to initiate, maintain, join, or recover any relief from any such class, collective, representative, or multi-plaintiff action.

IN WITNESS WHEREOF, this Agreement is entered into and is effective as of

{{ date }} (“Effective Date”).

APPENDIX A ARBITRATION AGREEMENT

The Parties agree that any claim, dispute, and/or controversy that either Contractor may have against MTM (and/or its affiliated companies, and its and/or their directors, officers, managers, employees, and agents and their successors and assigns) or that MTM or its affiliates, may have against Contractor arising from, related to, or having any relationship or connection whatsoever with the Transportation Services Agreement between Contractor and MTM (“Agreement”), including the termination of the Agreement, services provided by Contractor, or any other association that Contractor may have with MTM (“Covered Claims”) shall be submitted to and determined exclusively by binding arbitration before a single arbitrator under the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) (“FAA”) in conformity with the Commercial Arbitration Rules of the American Arbitration Association (“AAA” or “AAA Rules”), or any successor rules, except as otherwise agreed to by the Parties and/or specified herein. AAA’s Rules are available on AAA’s website (www.adr.org). Covered Claims under this Arbitration Agreement include, but are not limited to: statutory claims, breach of contract claims, any claims challenging the independent contractor status of Contractor, claims alleging that Contractor was misclassified as an independent contractor, any other claims premised upon Contractor’s alleged status as anything other than an independent contractor, tort claims, discrimination claims, retaliation claims, and claims for alleged unpaid compensation, civil penalties, or statutory penalties under either federal or state law.

MTM shall pay for all arbitration filing fees and costs that are customarily associated with AAA arbitration, subject to the Arbitrator’s authority to award fees and costs to the prevailing party, to which the Parties specifically acknowledge and agree. Each Party may be represented by legal counsel of their own choosing. Each party shall pay its own attorneys’ fees, provided that an Arbitrator shall award reasonable attorney’s fees and costs to the prevailing Party. The arbitration shall be subject to the same burdens of proof and statutes of limitations as if the Covered Claims were being heard in court. The Arbitrator shall issue a written decision, including findings of fact and conclusions of law, within forty-five (45) days of the later of: (1) the arbitration hearing; or (2) submission of the Parties’ post-arbitration briefs. The Arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to applicable law. The decision of the Arbitrator will be final and binding.

All Covered Claims must be brought on an individual basis only and not as a plaintiff or class member in any purported class, collective, representative, or multi-plaintiff action. The Parties expressly waive any right to initiate, maintain, join, or recover any relief from any such class, collective, representative, or multi- plaintiff action. Specifically, it is agreed that the Arbitrator shall not consolidate claims of different contractors into one proceeding, regardless of any similarities in applicable contracts or agreements or claims, nor shall the Arbitrator have the power or authority to hear any arbitration as a class, collective, representative, or multi- plaintiff action. The Arbitrator may award damages on an individual basis only. By agreeing to this binding arbitration agreement, the Parties waive any right to a bench or jury trial in court on any Covered Claim.

Any dispute concerning arbitrability of a particular issue or claim under this Arbitration Agreement, including the validity or enforceability of the prohibition against class, collective, representative, or multi- plaintiff action arbitration shall be decided by the Arbitrator, not a court.

The Arbitrator shall have the authority to consider and rule on dispositive motions. The Arbitrator will allow the Parties to conduct adequate discovery including, but not limited to, issuing subpoenas to compel the

attendance of witnesses at the arbitration hearing; serving written discovery; compelling the production of documents during discovery; and taking depositions.

This Arbitration Agreement does not cover claims relating to whistleblowers and/or unlawful retaliation arising under the Sarbanes-Oxley Act; disputes involving any ERISA-based benefit plans that provide for arbitration; or any other claim that must be excluded from arbitration by applicable federal or state law. The Parties mutually agree that all provisional remedies such as temporary restraining orders or preliminary injunctions will be decided by the Arbitrator.

Nothing in this Arbitration Agreement is intended to affect or limit Contractor’s right to file an administrative charge or otherwise seek relief from any administrative or federal or state government agencies (although if Contractor chooses to pursue a claim following the exhaustion of such administrative remedies, that claim would be subject to the provisions of this Arbitration Agreement).

Subject to applicable law limiting confidentiality, the Parties agree that arbitration proceedings under this Arbitration Agreement are to be treated as confidential. The Parties agree that neither they nor their counsel will reveal or disclose the substance of the arbitration proceedings, or the result, except as required by law. The Parties may, however, disclose such information to their legal representatives, accountants, tax advisors, or members of their immediate families as necessary so long as they agree to maintain such information in strict confidence. MTM may also disclose such information to individuals in affiliated companies for legal reporting purposes and other legitimate business reasons.

Any request for arbitration must be in writing and provided to the other party and to AAA by certified or registered mail, return receipt requested, within the time period provided for by the statute(s) of limitations applicable to the claim(s) asserted. The request must set forth a statement of the nature of the dispute, including the alleged act or omission at issue; the names of all persons involved in the dispute who are known to the claimant at the time of filing; the amount in controversy, if any; and the remedy or remedies sought.

Contractor acknowledges that this is an important document that affects its legal rights and that the Contractor has been given the opportunity to discuss this Arbitration Agreement with private legal counsel. If any provision of AAA’s Rules or of this Arbitration Agreement are determined to be unlawful, invalid, or unenforceable, such provisions shall be modified or deleted in such manner as to make the AAA Rules or this Arbitration Agreement legal and enforceable to the fullest extent permitted under applicable law. This Arbitration Agreement may be modified or terminated by MTM after thirty (30) days written notice to Contractor. Any modifications or terminations shall be prospective only and shall not apply to any claims or disputes that are pending in arbitration or that have been initiated by either party pursuant to the AAA Rules. The Parties also agree that nothing herein is intended to, or does, affect or otherwise change the independent contractor relationship between them and that adequate and sufficient consideration has been provided for in this Arbitration Agreement, including but not limited to Contractor’s initial agreement to contract with MTM and continued business relationship with MTM and each party’s promise to resolve their claims by arbitration. Finally, this Arbitration Agreement is the complete agreement of the Parties on the subject of arbitration of disputes and supersedes any prior or contemporaneous oral or written agreement or understanding on the subject. Any agreement contrary to the foregoing must be in writing signed by MTM

This Arbitration Agreement shall be governed by the Federal Arbitration Act to the fullest extent permitted by private agreement, regardless of whether the FAA would apply in the absence of the Parties’ agreement that it does apply. The Parties further agree that if any court determines that the FAA does not apply for any reason (notwithstanding the Parties’ express adoption of the FAA and agreement that it shall

apply), then this Arbitration Agreement shall be governed by the law of the state where CONTRACTOR resides.1

CONTRACTOR acknowledges that it has received and read and specifically agrees to be bound by this Arbitration Agreement. CONTRACTOR understands that this Arbitration Agreement requires that disputes that involve matters subject to the Agreement be submitted to arbitration pursuant to the Arbitration Agreement rather than to a judge or jury in court and that such disputes must be brought on an individual basis only.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Date: {{ date }} (Accepted & Effective)

1 To the extent the laws of the state where Contractor resides are deemed to apply, the Parties agree to incorporate the attached State Law Addendum.

State Law Addendum

Arizona

To the extent Arizona law is deemed to apply, whether because the Federal Arbitration Act (“FAA”) is deemed to not apply or otherwise, the Parties elect arbitration under the Arizona Revised Uniform Arbitration Act and, to the fullest extent permitted under law, the Parties specifically waive any non-applicability provisions set forth therein.

Illinois

To the extent Illinois law is deemed to apply, whether because the FAA is deemed to not apply or otherwise, the Parties agree that arbitral proceedings shall take place in the state of Illinois.

Kentucky

To the extent Kentucky law is deemed to apply, whether because the FAA is deemed to not apply or otherwise, the Parties agree that arbitral proceedings shall take place in the state of Kentucky.

Maryland

To the extent Maryland law is deemed to apply, whether because the FAA is deemed to not apply or otherwise, the Parties agree that the Maryland Uniform Arbitration Act shall apply.

Missouri

To the extent Missouri law is deemed to apply, whether because the FAA is deemed to not apply or otherwise, the Parties agree that arbitral proceedings shall take place in the state of Missouri.

New Hampshire

To the extent New Hampshire law is deemed to apply, whether because the FAA is deemed to not apply or otherwise, the Parties agree that Chapter 542 of the New Hampshire Revised Statutes Annotated shall apply.

South Carolina

To the extent South Carolina law is deemed to apply, whether because the FAA is deemed to not apply or otherwise, the Parties agree that arbitral proceedings shall take place in the state of South Carolina.

47704225.1

Credentialing information/documentation must include but not limited to the following: (Please see applicable TSA Amendment(s) for any additional “Clients” required credentials)

Contractor Credentials:

A. Transportation Services Agreement

B. Appendix A (Arbitration Agreement)

C. Appendix B (Credentials)

D. Appendix C (Medicare Advantage and Medicaid Addendum)

E. Schedule A (Rate Sheet)

F. First Anthem (Healthy Blue) TSA Amendment (if applicable)

G. First Centene (Home State) TSA Amendment (if applicable)

H. First United Healthcare TSA Amendment (if applicable)

I. First State of Missouri NEMT (Medicaid) TSA Amendment (if applicable)

J. Automobile Liability Insurance

K. Federal ID (W-9)

L. Disclosure of Ownership

M. Driver’s License(s)

N. National & State Criminal Background Checks, Initially and annually thereafter

O. Motor Vehicle Driving Records Report for the previous three (3) years - (Annual)

P. Drug & Alcohol Screening Results 1) Initially, 2) Post Accident and upon suspicion, 3) Annually

Q. Office of Inspector General (OIG) (MTM internal check)

R. System for Award Management (SAM) (MTM internal check)

S. Training Certificates

1. Fraud, Waste and Abuse Training

2. HIPAA Training

3. Contractor Training, including Defensive Driving

4. Passenger Assistance

T. Vehicle Inspection

U. Vehicle Registration

TSA Appendix B 08.12.2021 - Page 1 of 1

MEDICARE ADVANTAGE PROGRAM AND MEDICAID PROGRAM REQUIREMENTS ADDENDUM

The Centers for Medicare and Medicaid Services (“CMS”) and associated laws, rules and regulations regarding the Medicare Advantage (“MA”) and Medicaid program require that managed care organizations provide for compliance of contracted network providers and their respective employees and contracted individuals and entities with certain MA and Medicaid program requirements including, without limitation, inclusion of certain provisions in MA and Medicaid provider participation agreements and/or associated documents including agreements between Transportation Provider (“Provider”) and its employees, contractors and/or subcontractors providing services related to the Medical Transportation Services Agreement (“Agreement”), as applicable. In addition to the terms and conditions in the Agreement, Provider agrees to the following terms and conditions as they pertain to services rendered to MA Members enrolled in MA coordinated care plans (“MA Members”) and Medicaid Beneficiaries in State programs. Since the agreement between you (“Provider”) and Medical Transportation Management, Inc. (“MTM”), referenced herein as the First Tier Entity (“First Tier Entity”) relates to services provided to MA Members and Medicaid Beneficiaries, you are required by CMS and contracted health plans to agree to and comply with the following requirements.

For purposes of this Medicare Advantage Program and Medicaid Program Requirements Addendum (“Addendum”), reference to “Provider” means the individual or entity identified as a named party to the Agreement, its employees, contractors and/or subcontractors and those individuals or entities performing administrative services for or on behalf of Provider and/or any of the above referenced individuals or entities performing services related to the Agreement. Provider acknowledges that the requirements contained in this Addendum shall apply equally to the above referenced individuals or entities and that Provider’s agreements with such individuals or entities shall contain the applicable MA requirements set forth in this Addendum. In the event of a conflict between any provision in this Addendum and such agreement, this Addendum will control.

In accordance with the provisions of the Agreement, Provider compliance with federal laws and regulations is required in the performance of services. This Addendum sets forth CMS requirements for all Provider services contracts, and is effective as of the date of receipt without the need for signature from Provider. Except as specifically amended hereby, the terms and conditions of the Agreement remain the same. In the event of a conflict between the Agreement and this Addendum, this Addendum will control with respect to MA Members and Medicaid Beneficiaries.

1. Compliance with Law. Provider agrees to comply with all applicable Medicare and Medicaid laws, rules and regulations, reporting requirements, CMS instructions, and applicable requirements of the contract between Health Plan and CMS (the “Medicare Contract” and/or “Medicaid Contract”) and with all other applicable state and federal laws and regulations, as may be amended from time to time, including, without limitation: (1) Federal laws and regulations designed to prevent or ameliorate fraud, waste, and abuse, including, but not limited to, applicable provisions of Federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and the anti-kickback statute (section 1128B(b)) of the Act); and (2) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) administrative simplification rules at 45 CFR parts 160, 162, and 164. [42 C.F.R. § 422.504(h)]. Provider must not be excluded from participation in contracts funded in whole or in part with federal or state funds.

2. Medicare Advantage Member and Medicaid Beneficiary Privacy and Confidentiality. Provider agrees to comply with all state and federal laws, rules and regulations, Medicare and Medicaid program requirements, and/or requirements in the Medicare Contract and/or Medicaid Contract regarding privacy, security, confidentiality, accuracy and/or disclosure of records (including, but not limited to, medical records), personally identifiable information and/or protected health information and enrollment information including, without limitation: (1) HIPAA and the rules and regulations promulgated thereunder, (2) 42 C.F.R. § 422.504(a)(13), and (3) 42 C.F.R. § 422.118; (iv) 42 C.F.R.

§ 422.516 and 42 C.F.R. § 422.310 regarding certain reporting obligations to CMS. Provider also agrees to release such information only in accordance with applicable State and/or Federal law or pursuant to court orders or subpoenas.

3. Audits; Access to and Maintenance of Records. Provider shall permit inspection, evaluation and audit directly by First Tier Entity, Health Plans, the Department of Health and Human Services (DHHS), the Comptroller General, the Office of the Inspector General, the General Accounting Office, CMS and/or their designees, applicable State agencies, and as the Secretary of the DHHS may deem necessary to enforce the Medicare Contract and Medicaid Contract, physical facilities and equipment and any pertinent information including books, contracts (including any agreements between Provider and its employees, contractors and/or subcontractors providing services related to the Agreement), documents, papers, medical records, patient care documentation and other records and information involving or relating to the provision of services under the Agreement, and any additional relevant information that CMS may require (collectively, “Books and Records”). All Books and Records shall be maintained in an accurate and timely manner and shall be made available 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 in which expiration or termination of this Agreement occurs or from completion of any audit or investigation, whichever is greater, unless CMS, an authorized federal agency, or such agency’s designee, determines there is a special need to retain records for a longer period of time, which may include but not be limited to: (i) up to an additional six

(6) years from the date of final resolution of a dispute, allegation of fraud or similar fault; or (ii) completion of any audit should that date be later than the time frame(s) indicated above; (iii) if CMS determines that there is a reasonable possibility of fraud or similar fault, in which case CMS may inspect, evaluate, and audit Books and Records at any time; or (iv) such greater period of time as provided for by law. Provider shall cooperate and assist with and provide such Books and Records to Health Plan and/or CMS or its designee for purposes of the above inspections, evaluations, and/or audits, as requested by CMS or its designee and shall also ensure accuracy and timely access for MA Members to their medical, health and enrollment information and records. Provider agrees and shall require its employees, contractors and/or subcontractors and those individuals or entities performing administrative services for or on behalf of Provider and/or any of the above referenced individuals or entities: (i) to provide Health Plan and/or CMS with timely access to records, information and data necessary for: (1) Health Plan(s) to meets its obligations under its Medicare Contract(s) and/or Medicaid Contract(s); and/or (2) CMS to administer and evaluate the MA or Medicaid program; and

(ii) to submit all reports and clinical information required by the Health Plan(s) under the Medicare Contract and/or Medicaid Contract. [42 C.F.R. § 422.504(e)(4), (h), (i)(2), and (i)(4)(v).]

4. Prompt Payment of Claims. Health Plan and/or First Tier Entity and/or Provider, as applicable, agree to process and pay clean claims for Covered Services within thirty (30) calendar days of receipt of such claims in accordance with the Agreement, and that all other claims must be paid or denied within sixty (60) days of receipt of such claims. [42 C.F.R. § 422.520(b).]

5. Hold Harmless of MA Members and Medicaid Beneficiaries. Provider hereby agrees: (i) that in no

event, including but not limited to, non-payment by Health Plan or First Tier Entity, Health Plan or First Tier Entity’s determination that services were not Medically Necessary, Health Plan or First Tier Entity insolvency, or breach of the Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against an MA Member or Medicaid Beneficiary for amounts that are the legal obligation of Health Plan or First Tier Entity; and

(ii) that MA Members and Medicaid Beneficiaries shall be held harmless from and shall not be liable for payment of any such amounts. Provider further agrees that this provision (a) shall be construed for the benefit of MA Members; (b) shall survive the termination of this Agreement regardless of the cause giving rise to termination, and (b) supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and MA Members or Medicaid Beneficiaries, or persons acting on behalf of an MA Member or Medicaid Beneficiary. [42 C.F.R. § 422.504(g)(1)(i) and (i)(3)(i).]

6. Accountability. First Tier Entity and Provider hereby acknowledge and agree that Health Plans shall oversee the provision of services by Provider and First Tier Entity and shall be accountable under the Medicare Contract and/or Medicaid Contract for services provided to MA Members and/or Medicaid Beneficiaries under the Agreement regardless of the provisions of the Agreement or any delegation of administrative activities or functions to Provider under the Agreement. [42 C.F.R. § 422.504(i)(1); (i)(4)(iii); and (i)(3)(ii).]

7. Delegated Activities; Downstream Compliance. Provider acknowledges and agrees that to the extent First Tier Entity, in its sole discretion, elects to delegate any administrative activities or functions to Provider, Provider understands and agrees that: (i) Provider may not delegate, transfer or assign any of Provider’s obligations under the Agreement and/or any separate delegation agreement without First Tier Entity’s prior written consent; and (ii) Provider must demonstrate, to First Tier Entity’s satisfaction, Provider’s ability to perform the activities to be delegated and the parties will set out in writing: (1) the specific activities or functions to be delegated and performed by Provider; (2) any reporting responsibilities and obligations pursuant to First Tier Entity or Health Plan’s policies and procedures and/or the requirements of the Medicare Contract and/or Medicaid Contract; (3) monitoring and oversight activities by First Tier Entity or Health Plan including without limitation review and approval by First Tier Entity or Health Plan of Provider’s credentialing process, as applicable, and audit of such process on an ongoing basis; and (4) corrective action measures, up to and including termination or revocation of the delegated activities or functions and reporting responsibilities if CMS or First Tier Entity or Health Plan determines that such activities have not been performed satisfactorily. [42 C.F.R. § 422.504(i)(3)(iii); 422.504(i)(4)(i)-(v).] Provider shall require all of its downstream, related entities and transferees that provide any services benefiting Health Plan’s MA or Medicaid enrollees to agree in writing to all of the terms provided herein.

8. Benefit Continuation. Provider agrees to provide for continuation of health care benefits for MA Members and Medicaid Beneficiaries (i) for the duration of the period for which CMS has made payments to Health Plan for Medicare and/or Medicaid services; and (ii) for MA Members or Medicaid Beneficiaries who are hospitalized on the date Health Plan’s contract with CMS terminates, or, in the event of an insolvency, through discharge. (42 CFR 422.504 (g)(2)(i), 422.504 (g)(2)(ii) and

422.504 (g)(3).

9. Compliance with First Tier Entity and Health Plan Policies and Procedures. Provider shall

comply with all policies and procedures of First Tier Entity and Health Plans including, without limitation, written standards for the following: (a) timeliness of access to care and member services;

(b) policies and procedures that allow for individual necessity determinations (e.g., coverage rules, practice guidelines, payment policies); (c) Health Plan’s compliance program which encourages effective communication between Provider and Health Plan’s Compliance Officer and participation by Provider in education and training programs regarding the prevention, correction and detection of fraud, waste and abuse and other initiatives identified by CMS. The aforementioned policies and procedures are identified in First Tier Entity and Health Plan Provider Manuals which are incorporated herein by reference and may be amended from time to time by First Tier Entity or Health Plan. [42 C.F.R. § 422.112; 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).]

10. Federal False Claims Act; Whistleblower Protection (31 U.S.C 3729 et. seq.). In the event Provider knowingly presents a false claim for payment, Provider shall be subject to a civil penalty of not less than $5,000 and not more than $10,000 per claim, plus 3 times the amount of damages sustained by the Government; and be subject to further criminal penalties for making false claims. A person who reports fraudulent claims (ie “whistleblower”) is protected and may receive 15%-25% of the amount of fraudulent claims reported.

This Medicare Advantage Program and Medicaid Program Requirements Addendum (“Addendum”) to the Medical Transportation Services Agreement by and between Medical Transportation Management, Inc. (“MTM”) and the Transportation Provider incorporates regulations and guidelines established by the Centers for Medicare and Medicaid Services (“CMS”) for Medicare Advantage Plans and Medicaid Programs, and this Addendum is required to be included in all Transportation Provider services contracts between MTM and Transportation Providers that provide transportation services to Medicare Advantage Plan Members and Medicaid Beneficiaries. The Medicare Advantage Program and Medicaid Program Requirements Addendum is incorporated into the Medical Transportation Services Agreement by reference herein.

First ANTHEM (HEALTHY BLUE) AMENDMENT TO

TRANSPORTATION SERVICES AGREEMENT

THIS FIRST AMENDMENT (“First Amendment”) to the Transportation Services Agreement is made and entered into by and between Medical Transportation Management, Inc. (“MTM”) and { details.Name }} (“Contractor”). MTM and Contractor may be referred to hereinafter collectively as the “Parties,” and individually, each a “Party.”

WHEREAS, the Parties have previously entered into a Transportation Services Agreement (“Agreement”); and

WHEREAS, the Parties wish to amend and modify certain terms of the Agreement as stated herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree to amend the Agreement as follows:

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

A. i) through A. ii) and replace with the following:

i) Customer Service

ii) Passenger Assistance

iii) Sensitivity Training

iv) Behavioral health and substance abuse issues

v) Title VI requirements (Civil Rights Act of 1964)

vi) ADA requirements (Americans with Disabilities Act of 1990)

vii) Wheelchair Securement/safety (if applicable)

viii) Seat belt usage and child restraints

ix) Handling and reporting accidents and incidents

x) Emergency Evacuation/Situations

xi) Daily vehicle inspection

xii) Defensive Driving

xiii) Risk Management

xiv) Communications

xv) Infection control/First Aid

xvi) Annual road tests

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

B.i) and replace with the following:

i) Have a current valid Commercial Driver License (CDL) or the equivalent appropriate Driver License issued by the Contractor’s State of residence.

Insert:

B.vi) Statement of Physical Qualifications/Examination

B.vii) Sexual Offender Registry Checks or the equivalent, from all fifty (50) states

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

H. and replace with the following:

H. Contractor must have no prior convictions for substance abuse.

Except as amended herein, all other terms and conditions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of {{ date }},

First CENTENE (HOME STATE) AMENDMENT TO

TRANSPORTATION SERVICES AGREEMENT

THIS FIRST AMENDMENT (“First Amendment”) to the Transportation Services Agreement is made and entered into by and between Medical Transportation Management, Inc. (“MTM”) and {{ details.Name }}(“Contractor”). MTM and Contractor may be referred to hereinafter collectively as the “Parties,” and individually, each a “Party.”

WHEREAS, the Parties have previously entered into a Transportation Services Agreement (“Agreement”); and

WHEREAS, the Parties wish to amend and modify certain terms of the Agreement as stated herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree to amend the Agreement as follows:

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

A. i) through A. ii) and replace with the following:

i) Contractor training, including defensive Driving

ii) Passenger Assistance, including Wheelchair Securement (if applicable)

iii) First Aid

iv) Blood Spill Procedure

v) Emergency Situation

vi) CPR

5. CREDENTIALING AND RE-CREDENTIALING

Insert:

B.vi) Statement of Physical Qualifications or Health Record Attestation

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

H. and replace with the following:

H. Contractor must have no prior convictions for substance abuse.

First UNITED HEALTHCARE AMENDMENT TO

TRANSPORTATION SERVICES AGREEMENT

THIS FIRST AMENDMENT (“First Amendment”) to the Transportation Services Agreement is made and entered into by and between Medical Transportation Management, Inc. (“MTM”) and {{ details.Name }}, (“Contractor”). MTM and Contractor may be referred to hereinafter collectively as the “Parties,” and individually, each a “Party.”

WHEREAS, the Parties have previously entered into a Transportation Services Agreement (“Agreement”); and

WHEREAS, the Parties wish to amend and modify certain terms of the Agreement as stated herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree to amend the Agreement as follows:

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

H. and replace with the following:

H. Contractor must have no prior convictions for substance abuse.

Except as amended herein, all other terms and conditions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of {{ date }} ,

THIS FIRST AMENDMENT (“First Amendment”) to the Transportation Services Agreement is made and entered into by and between Medical Transportation Management, Inc. (“MTM”) and {{ details.Name }}, (“Contractor”). MTM and Contractor may be referred to hereinafter collectively as the “Parties,” and individually, each a “Party.”

WHEREAS, the Parties have previously entered into a Transportation Services Agreement (“Agreement”); and

WHEREAS, the Parties wish to amend and modify certain terms of the Agreement as stated herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree to amend the Agreement as follows:

1. DEFINITIONS

Delete:

C. and replacing with the following:

C. Criminal Background Check shall mean a State and Federal Bureau of Investigation criminal history fingerprint search from the Missouri State Highway Patrol and the Federal Bureau of Investigation criminal record databases. All Drivers and Attendants must have completed the Criminal Background Check, including a criminal history fingerprint search of the Missouri State Highway Patrol and the Federal Bureau of Investigation criminal record databases before Drivers and Attendants may perform any Services under this Agreement.

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

A. and replace with the following:

A. Contractor training programs must include Fraud, Waste and Abuse (“FWA”), HIPAA, safety course, Driver training courses and Member assistance courses. The Contractor training program could include additional programs required by the Client Contract, including but not limited to:

i) Contractor training, including Defensive Driving

ii) Passenger assistance

iii) Contractor sensitivity, awareness and communications

iv) Use of mobility equipment (walkers, canes, crutches, braces, etc.)

v) Methods of handling wheelchairs (if applicable)

vi) Hands-on assistance (body mechanics, such as methods of moving, lifting, and transferring Members with mobility limitations or who use assistive devices) (if applicable)

vii) Operation of lifts, ramps, and wheelchair securement devices if the vehicle to be operated is equipped with them. (if applicable)

viii) Use of a fire extinguisher

ix) Methods of keeping accurate and accountable records or reports, or both

x) Instructions on proper actions to be taken in problem situations (e.g., crisis management, emergency evacuations and procedures, seizure disorders, Member abuse and neglect, and vehicle breakdowns)

xi) Basic first aid

xii) Guidelines on when to attempt first aid or when to take alternative action

xiii) Instruction on universal precautions regarding handling body fluids, including how to use a blood-borne pathogen kit

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

B. i) through B. v) and replace with the following:

i) Have a current valid Commercial Driver License (CDL) or the equivalent appropriate Driver License issued by the Driver’s State of residence or have a current valid For Hire License (MO ‘Class E’) or the equivalent appropriate Drivers License issued by the Driver’s State of residence.

ii) Criminal Background Check, Pre-employment and annually thereafter

iii) Motor Vehicle Driving Record Report for the previous three (3) years – Annual

iv) Drug & Alcohol Screening Results 1) Pre-employment, 2) Post Accident and upon suspicion, 3) Random per current FTA regulations: http://www.dot.gov/ost/dapc/rates.html

v) Training Certificates

vi) Health Record documentation signed by the Contractor, that no physical or health limitation exists that prevents competent operation of the vehicle or ability to assist any Member in and out of the vehicle who requires or requests such.

vii) Sexual Offender Registry Check

5. CREDENTIALING AND RE-CREDENTIALING

Delete:

E. and replace with the following:

E. Contractor must not perform services under this Agreement if they are currently on work release, probation, parole, or pending any felony or misdemeanor charge, or arrest, or drug or alcohol related traffic offense charge, which, if the charge were to result in a conviction, would disqualify them. Contractor must have no prior convictions for substance abuse or a sexual crime or crime of violence. Any Contractor that has been convicted of a felony may drive or aid Members only with the approval of MTM’s Client.

Insert F. v) through xi):

v) Any felony criminal convictions, or have plead guilty to any felony offense or have plead nolo contendere to any felony crime or have been found guilty of any felony offense in this state or any other state, including a suspended imposition of sentence, which if committed in Missouri would be a class A or B felony violation of chapter 565, 566 or 569, RSMo, or any violation of subsection 3 or 4 of section 198.070, RSMo, or section 568.020, RSMo, or any felony offense wherein the offense occurred five (5) years or less immediately prior to delivery of NEMT services if such offense involved theft, theft by deceit, fraud, forgery, stealing, or the sale or possession of contraband drugs. Additionally, the Transportation Provider shall not utilize any individual to provide services required herein when any background investigation, screening or check reveals that the individual has been found guilty, pled guilty, or has been convicted of:

1. Felony conviction for child abuse or neglect or spousal abuse;

2. Felony or misdemeanor conviction for any crime in which a child was a victim or a crime against children, to include, but not limited to, any offense involving child pornography;

3. Any crime involving violence against a person including, but not limited to, domestic violence, armed criminal action, rape, sexual assault, homicide, or felony conviction for physical assault or battery;

4. A felony conviction for a drug-related offense within the past five (5) years;

5. Any other crime listed in § 210.117, RSMo;

6. Failure to report suspected child abuse to the child abuse and neglect hotline as required by § 210.115, RSMo; or

7. Perjury, false statements, or fraud.

vi) Ever plead guilty or nolo contendere to any offense or been convicted of any offense or been found guilty of any offense, misdemeanor, or felony of a sexual nature or involving violence, including a suspended imposition of sentence.

vii) Their name is listed on the Department of Health and Senior Services Family Care Safety Registry, unless a Good Cause Waiver has been obtained from the Department of Health and Senior Services.

viii) Been convicted of driving while intoxicated or under the influence of a controlled substance within three (3) years prior to delivery of NEMT services

ix) Had their driver’s or chauffer’s license revoked within three (3) years prior to delivery of NEMT services.

x) Limitations or restrictions that would interfere with safe driving. For example, but not limited to, medical conditions, ignition interlock restriction, or prescribed medication that would interfere with the safe, lawful operation of a motor vehicle.

xi) A communicable disease which may pose a threat to the health and well-being of the Member.