This Transportation Provider Service Level Agreement ("Agreement") is entered into as of ________________________ ("Effective Date") by and between Safr Technologies Inc. D.B.A. Safr Care, a Delaware based corporation ("Safr Care" or "Broker"), and ________________________________________, a ___________________________ Company ("Transportation Provider" or "Provider"). Safr and Provider are each a "Party" and collectively the "Parties."
RECITALS
WHEREAS: Safr provides non‑emergency medical transportation ("NEMT") brokerage and logistics services to health plans and governmental programs ("Client" or "Payor").
WHEREAS, pursuant to the Client Contracts, SAFR CARE is required to enter into Agreements with qualified transportation companies and other business entities for the provision of high quality NEMT services ("Services"). Pursuant to the Client Contracts which provide the manner in which Services are to be provided, terms and conditions set forth in this Agreement are solely to ensure quality assurance of transportation services to Clients and not for purposes of supervision or control of the Transportation Providers and their Drivers; and
WHEREAS, Transportation Provider 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
"Attendant" means a person who accompanies a Member to assist during transport. Attendant requirements herein apply only to Attendants employed by Provider.
"Member" means any person enrolled in and eligible to receive transportation services under a Client contract administered by Safr.
"Covered Service" means any NEMT service that Safr arranges and Provider performs for a Member pursuant to a Client contract.
"Criminal Background Check" means a national criminal record search, social security number trace, National Criminal Database search (or equivalent), and County Criminal Court search (or equivalent) based on all known names and addresses; and, where required, fingerprint‑based FBI check.
"Driver" means an individual directly retained or employed by Provider to perform trips for Members.
"Drug Screen" means a urine‑based drug test meeting U.S. Department of Health and Human Services or U.S. Department of Transportation standards, screening at minimum for marijuana, cocaine, amphetamines, opioids, and PCP.
"Service Area" means the geographic area designated by Safr in which Provider is authorized to perform Services.
"Trip" or "Trip Leg" means one‑way transportation from point of pick‑up to destination drop‑off.
"Safr Driver App" means Safr's mobile application and related APIs used for GPS/AVL tracking, Trip status events, and data capture.
"FWA" means fraud, waste, and abuse as defined by applicable CMS, Medicaid, AHCA (Florida), and AHCCCS (Arizona) program guidance.
2. PROVIDER REQUIREMENTS
- Selection & Availability. Provider understands that selection for Trips will depend on quality, availability, and competitive pricing relative to other network providers in the Service Area. No minimum Trip volume is guaranteed.
- Legal Status. Provider is duly organized, validly existing, authorized to transact business, and in good standing in each jurisdiction where Services are rendered. A Certificate of Good Standing must be provided upon request.
- Notice of Changes. Provider must promptly notify Safr of changes to contact information, ownership, FEIN, legal name, or control. A change in ownership/FEIN/legal name may require a new agreement.
- Dispatch & Technology. Provider must maintain sufficient staffed dispatch during service hours and sufficient computer hardware/software and internet connectivity to support Services, including use of the Safr Driver App or an approved routing/scheduling/dispatch ("RSD") system integrated via API.
- Employment Eligibility. Provider must employ only individuals legally authorized to work in the United States and must provide verification upon request.
- Program Exclusion. Provider warrants that it and its owners, officers, and managing employees are not excluded from any Federal or State health care program and have not engaged in Medicare or Medicaid fraud. Monthly OIG/SAM exclusion checks are required for all personnel engaged in Services.
- Anti‑Gratuities. Provider warrants that no money, gifts, or other items of value have been or will be provided to Safr Care or Client personnel to obtain favorable treatment.
- Licensure & Permits. Provider and its Drivers must obtain and maintain all licenses, permits, certificates, and registrations required by Federal, State, and local laws and regulations, including authority to operate as a Medicaid provider, where applicable.
- HIPAA & Confidentiality. Provider must comply with HIPAA/HITECH and keep PHI/PII confidential, report any breach or security incident to Safr, and execute the Business Associate Agreement ("BAA"), as part of this agreement.
- Medicare/Medicaid Addendum. Provider must comply with Medicare Advantage and Medicaid program requirements, attached as Appendix C.
- Service Standards. Provider must provide safe, reliable, efficient, and timely Services. Provider must maintain sufficient trained, licensed, and credentialed Drivers to meet demand and may utilize multilingual staff as needed.
- Identification. Provider must ensure Drivers and Attendants wear visible identification badges including photo, name, and Provider company name.
- Credentialed Resources Only. Provider must use only credentialed Drivers and vehicles meeting Client and Safr standards. Trips performed with uncredentialed Drivers/vehicles are ineligible for payment and subject to liquidated damages per Schedule B.
- Fitness to Work. By submitting Drivers for credentialing, Provider represents each has no impairment that would hinder safe performance.
- Equal Priority; Contingency Plans. Member Trips must have equal priority to Provider's other work. Provider must maintain contingency/back‑up plans to complete accepted Trips.
- Assignment/Reassignment. Safr may assign or reassign Trips at its discretion.
- Notifications. Provider must immediately notify Safr of any criminal investigation/charge/proceeding involving Provider or its personnel.
- Records & Retention. Provider must maintain complete operational and Service records for ten (10) years or longer if required by law or Client.
- Quality & Compliance. Provider must participate in Safr's quality and compliance programs, cooperate with corrective actions, and allow access for audits/inspections/monitoring.
- Legal Compliance. Provider must comply with all applicable laws, including the False Claims Act, Anti‑Kickback Statute, ADA, and Medicare/Medicaid regulations.
3. DRIVERS AND ATTENDANTS
Transportation Provider's personnel must meet the following standards:
- Disqualification. Any Driver/Attendant failing to meet qualifications is prohibited from providing Services.
- Licensure. Drivers must possess a valid license appropriate for the vehicle and services rendered.
- Age/Status. Drivers/Attendants must be at least twenty‑one (21) years old and U.S. citizens or lawful residents.
- English Proficiency. Drivers/Attendants must read, write, and communicate effectively in English.
- No Smoking/E‑Cigs. Drivers must not permit smoking or vaping in vehicles.
- Professional Conduct. Drivers/Attendants must maintain professional demeanor.
- Substance‑Free. Drivers/Attendants must not use or be under the influence of alcohol or drugs while providing Services.
- Service Animals. Drivers must allow service animals per ADA.
- Seatbelts. Drivers must require proper seatbelt use.
- Mobility Devices. Drivers must properly secure wheelchairs/scooters.
- Child Restraints. Infants/children must ride in proper restraint seats as required by law.
- Headphones/Mobile Devices. Drivers must not text while driving.
- Weapons/Contraband. Drivers must not transport firearms, weapons, or controlled substances.
4. VEHICLE REQUIREMENTS
- Compliance. All vehicles must meet all local, State, and Federal requirements and ADA regulations.
- GPS/AVL. Vehicles must have operational GPS/AVL via the Safr Care Driver App or approved third‑party RSD platform.
- Two‑Way Communications. Each vehicle must have a two‑way voice communication system.
- Pre‑Approval. Use of any vehicle prior to Safr approval is prohibited.
5. CREDENTIALING AND RE‑CREDENTIALING
- Training Program. Provider must develop and maintain a Driver orientation/training program.
- Mandatory Training. At minimum: FWA; HIPAA; defensive driving; passenger assistance; wheelchair securement; service animal handling; cultural competency.
- Driver Files. Provider must maintain current files including license, criminal background check, MVR, drug/alcohol screening, training certificates, and OIG/SAM exclusion checks.
- Credentialing Requirement. No Driver/Attendant may provide Services until fully credentialed.
- Exclusion Lists. Provider must not use any person on OIG or SAM exclusion lists.
- Substance‑Free Workplace. Provider must maintain a Substance Free Workplace Policy.
- Legal/Traffic History. Specific disqualifications apply for suspended licenses, moving violations, and at-fault accidents.
6. COMPENSATION
- Rates & Payment. Safr must pay Provider at the rates set forth in Schedule A. Properly submitted invoices will be paid within thirty (30) days.
- Timely Submission. Claims submitted more than ninety (90) days after service are not eligible for payment.
- No Payment for Non‑Compliance. No payment for services by uncredentialed personnel/vehicles or Trips lacking required GPS data.
- Primary Payor; No Balance Billing. Provider must look solely to Safr for payment and may not bill Members.
- Payment Terms. If Provider uses third-party software: payment within 45 days. If using Safr Care platform: payment within 14 working days.
7. PERFORMANCE STANDARDS AND METRICS
Provider agrees to Performance Improvement Plan ("PIP") process and associated liquidated damages per Schedule B.
Schedule B - Performance Standards (Summary)
| SLA Metric |
Target |
Penalty/Credit |
| On-Time Pickup |
≥ 95% |
Graduated credits from 2% to 10% |
| Trip Completion Rate |
≥ 98.5% |
Graduated credits from 2% to 10% |
| Complaint Rate |
≤ 1 per 500 trips |
Graduated credits from 2% to 10% |
| Provider No-Shows |
0% tolerance |
Non-billable trip + $250 per occurrence after 3/month |
8. NON‑DISCRIMINATION
Provider must not discriminate in the treatment of Members or employees on any basis prohibited by law.
9. INSURANCE
Required Coverage:
- Commercial General Liability: $1,000,000 per occurrence / $3,000,000 aggregate
- Commercial Automobile Liability: $1,000,000 combined single limit
- Workers' Compensation: Statutory with Employer's Liability $500,000/$500,000/$500,000
- Umbrella/Excess Liability: $3,000,000 per occurrence
Safr Technologies Inc. and all Affiliates must be named as Additional Insureds.
10. INDEMNIFICATION
Provider agrees to defend, indemnify, and hold harmless SAFR CARE from all claims, damages, losses, and expenses arising from Provider's performance or nonperformance under this Agreement.
11. TERM AND TERMINATION
Term: Three (3) years from Effective Date, renewable by mutual written agreement.
Convenience Termination: Either Party may terminate upon ninety (90) days' written notice.
Immediate Termination: SAFR CARE may immediately terminate for breach, safety concerns, Client request, or other good cause.
12. CONFIDENTIALITY; NON‑SOLICITATION; NON‑COMPETE
Provider must maintain confidentiality of all SAFR CARE trade secrets, business information, and Member data. Provider agrees not to solicit SAFR CARE employees or use confidential information to compete.
13. MEDICARE AND MEDICAID PROGRAM COMPLIANCE
Provider shall comply with 42 C.F.R. §§422.500-.560/.572, complete FWA training, maintain records for ten (10) years, and permit Payor audit/oversight.
14. NCQA AND CMS COMPLIANCE
Provider shall comply with all applicable NCQA standards and CMS Medicare Advantage and Medicaid program requirements, including FWA training, data submission, and audit cooperation.
15. WAIVER OF JURY TRIAL
THE PARTIES WAIVE JURY TRIAL AND CONSENT TO A BENCH TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW.
16. INCORPORATION OF ATTACHMENTS
This Agreement includes the following attachments:
- Appendix A – Business Associate Agreement (BAA)
- Appendix B – Credentials and File Checklist
- Appendix C – Medicare Advantage and Medicaid Program Requirements Addendum
- Schedule A – Transportation Provider Compensation (Rate Sheet)
- Schedule B – Performance Standards and Metrics (Liquidated Damages)
IN WITNESS WHEREOF
This Agreement is entered into and is effective as of this ____________ day of ______________ (month), __________________ Year ("Effective Date").
Safr Technologies Inc./Safr Care
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
Transportation Provider's Legal Name
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
APPENDIX A – BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("BA Agreement") is entered into by and between __________________________, a _________________ ("Business Associate"), and Safr Technologies Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively "Company").
This BAA addresses the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economics and Clinical Health Act (HITECH Act).
[Complete Business Associate Agreement text is included in the full executed document. Please refer to the comprehensive BAA section for detailed HIPAA compliance requirements, permitted uses and disclosures, security safeguards, breach notification procedures, and indemnification terms.]
APPENDIX B – CREDENTIALS AND FILE CHECKLIST
- Driver File: License copy; nationwide criminal background check (pre‑hire + annual); MVR (3 years, annual); drug/alcohol test results; training certificates; monthly OIG/SAM checks; photo ID badge.
- Vehicle File: Registration; inspection; insurance; ADA compliance; equipment checklist; photographs.
- Company File: Articles/Good Standing; W‑9; ACH form; insurance certificates; dispatch procedures; safety policies.
APPENDIX C – MEDICARE ADVANTAGE & MEDICAID PROGRAM REQUIREMENTS
Compliance with CMS, AHCA (Florida Medicaid), and AHCCCS (Arizona Medicaid) requirements, including cultural and linguistic services, language assistance, TTY/TDD access, member rights, record retention (10 years), and audit/inspection rights.
Downstream Clauses: Flow‑down of applicable Payor requirements to Provider; cooperation with grievances/appeals; reporting of suspected FWA; timely submission of encounter/utilization data.
SCHEDULE A – TRANSPORTATION PROVIDER COMPENSATION (RATE SHEET)
Rate Submission
Transportation Provider must submit its rates for all applicable service types, vehicle types, service areas, and trip parameters through Safr Care's Non-Emergency Medical Transportation ("NEMT") portal, in the "Rate Card" section, in the format and manner prescribed by Safr Care.
Rate Calculation
Safr Care's NEMT portal will automatically calculate the applicable rate for each completed Trip based on the Rate Card data provided and maintained by the Transportation Provider. The calculated rate must be the sole basis for compensation for such Trip, unless otherwise agreed to in writing by the Parties.
Rate Updates
Transportation Provider may update its Rate Card from time to time, subject to Safr Care's review and approval. Any updated rates must apply only to Trips scheduled after the effective date of the updated Rate Card as reflected in the Safr Care NEMT portal. Retroactive rate changes are prohibited unless expressly authorized in writing by Safr Care.
Binding Effect
The rates set forth in the Transportation Provider's Rate Card, as accepted by Safr Care, are binding on the Transportation Provider and must remain in effect until amended in accordance with this Schedule.
Disputes
In the event of any dispute regarding the calculated rate for a Trip, the records in Safr Care's NEMT portal must be deemed controlling absent manifest error.