Medical Transport Agreement 2019/2020

MEDICAL TRANSPORT
AGREEMENT

CLIENT NAME

JANUARY 1, 2020

SKY NURSES, LLC
6530 West Rogers Circle, Suite 31, Boca Raton, Florida 33487

1. GENERAL

1.1 SKY NURSES, LLC (hereinafter referred to as “Company”), a Florida Limited Liability Company with
its principal place of business at 6530 W. Rogers Circle, Suite 31, Boca Raton, FL 33487 and CLIENT
NAME (hereinafter referred to as “Client”) (each a “Party” and collectively, the “Parties”) are entering
into this Medical Transport Agreement (hereinafter referred to as “this Agreement”) to offer non-
emergency medical transport and other assistance services to Client.

1.2 Both Parties recognize that each has the capacity to enter into this Agreement and are willing to act
as independent companies for the provision of services, based on the terms outlined below.

2. OBJECTIVES

2.1 Client hereby grants Company the right to operate as an approved service partner, in order to assist
Client, its insured members, and its patient (hereinafter referred to as “the Patient”) as may be
requested by Client. Company hereby undertakes to attend to all assistance requests from Client
covering such territories designated or of all continents, for the services described under Section 14
“Services” (hereinafter referred to as “the Services”).

2.2 Within the framework of this Agreement, Company shall, to the best of its abilities, provide and
coordinate domestic and international travel and assistance as specifically authorized by Client to any
Patient or entity referred by Client to Company.

3. OBLIGATIONS

3.1 Company agrees to provide services authorized by Client per the terms and conditions of this
Agreement.

3.2 Company shall establish and maintain for the duration of this Agreement a service center subject to
the following conditions, namely that the center will:
a) Operate twenty-four (24) hours a day, year-round inclusive of Sundays and public holidays;
b) Be operated by English-speaking coordinators; and
c) Be operated by coordinators specifically trained in dealing with non-emergency medical
situations.

3.3 The operating obligations of both Parties regarding the provision of assistance services under this
Agreement are as follows:
a) To provide the other Party with precise instructions and details which may be necessary or
helpful to the other Party in discharging its obligations;
b) To ensure that both Parties have mutual telecommunication access to each other’s centers or
staff twenty-four (24) hours a day, seven days a week, as detailed under the Services for the
purpose of obtaining any and all information or authorization required by each other under the
terms of this Agreement.
c) Each Party reserves the right to contact the other Party twenty-four (24) hours a day during
the period of this Agreement in connection with the Services.

4. THE PROCESS

4.1 Client will inform Company of any new case by telephone, facsimile, or email. The initial information
should have all necessary details concerning the Patient, together with the case reference and contain
precise instructions concerning the services required.

4.2 Company can provide an approximate price to complete a medical transport based upon preliminary
information submitted to Company. A firm price can be established with complete medical information,

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 1 of 8

specific Patient location and destination, type of ground transport, required clinician qualifications,
medical equipment needed, etc. Until the price is approved by Client, Company will not mobilize a
clinician nor make any financial commitments such as the purchase of airfare.
4.3 As much as possible, Client will provide Company the most current and complete medical information
to complete its due diligence and assess the medical transport requirements. In addition, Client can
specify its own requirements to accomplish the medical transport.
4.4 If Client is unable to provide adequate medical information on the Patient’s condition and health status,
Company is not obligated to provide the services. If Company elects to proceed having notified Client
that it has not received adequate medical information, it does so only at Client’s financial risk and with
Client approval.
4.5 If applicable for a medical transport, it is Client’s responsibility to obtain the fit for flight on commercial
air from the treating physician prior to discharge from a medical facility. If this document is not obtained
prior to departure to an airport, Company, at its sole discretion, may elect not to proceed with the
medical transport. If Company proceeds with the transport without the fit for flight document, it does
so solely at Client’s financial risk. Any and all costs that may result from a delay or cancellation of a
transport resulting from Client’s failure to meet this obligation will be the financial responsibility of
Client.
4.6 If medical equipment is needed to safely complete the medical transport, a Medical Fitness for Air
Travel Form (“MEDIF”) must be approved by the respective air carrier. Depending upon the air carrier,
the MEDIF will be completed and submitted to the airline by Company. There may be a situation in
which the MEDIF must be signed by the treating physician rather than the Company Medical Director
and this document will also serve as the fit for flight document or medical clearance. This MEDIF may
take up to 72 hours for processing and approval by the air carrier. If Client wishes Company to proceed
with the mobilization of the clinician and the medical transport in advance of the MEDIF approval,
Company may elect to do so but solely at Client’s financial risk and expense.
4.7 Company will ensure good performance of the assignment delegated to its medical escorts/clinicians.
Company will keep Client fully informed of the course, progress, and condition of the Patient for every
case handled.
4.8 Once a clinician arrives at the Patient’s location, he/she will complete a Patient assessment and submit
this report to Company’s medical department. If applicable, the clinician will also obtain any Patient
medical information from the medical facility as needed to complete the assessment and coordinate
the Patient’s travel schedule with the medical facility.
4.9 Company will ensure that all said assignments will be performed with great care to protect the Patient,
Client, and Company. Company and its staff shall render the Services in a competent, professional
and ethical manner always in accordance with prevailing standards of practice and all applicable
statutes, regulations, rules, orders, and directives of any and all applicable governmental and
regulatory bodies having competent jurisdiction.

5. TERMS AND CONDITIONS

5.1 Client must send a separate Letter of Guarantee prior to Company purchase of transportation or
mobilization of the clinician unless a contractual agreement or arrangement stating otherwise is in
place. Upon completion of services, Client will be sent a final invoice reflecting prior payment(s) if any
and any additional charges incurred per Articles 5.2, 5.4, and 5.7. Payment is due 30 days from receipt
of invoice and any payment after 30 days will be assessed a late fee of 2.0% per month.

5.2 If any unforeseen medical or transportation expenses are incurred outside of Company's control, it will
become the responsibility of Client to pay for any expenses incurred because of such events and they
will be charged accordingly. Client will be notified prior to Company paying any of these additional

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 2 of 8

costs only if it is reasonable to expect this communication and if there is adequate time and the means
for said communication for approval by Client.
5.3 Airfare prices are subject to change and are not guaranteed until time of purchase. If airfare is
requested and purchased, Client is subject to the air carrier's rules for that ticketing to include charges
and fees for cancellations or any changes in dates, locations, etc. Unless requested, non-refundable
tickets are always purchased for the Patient and the clinician as a standard practice because of the
lower prices and the significant savings to Client. Under certain circumstances, transports that are
scheduled well in advance of the travel dates may require purchase of refundable airline tickets for the
clinician. Company cannot guarantee seat availability nor hold airfare rates for Client under any
circumstances.
5.4 If there is a disruption, delay, change, or cancellation of any or all travel arrangements due to
unforeseen health issues, fit-to-fly concerns, or changing health circumstances, Client is liable for all
charges, costs, and expenses to Company resulting from these events. Client specifically recognizes
that Company is merely arranging the air transportation and Client hereby acknowledges and freely
accepts financial liability and costs for delays, flight diversion, or failure of aircraft to depart from or
arrive at any point according to any schedule, agreement or otherwise, for whatever reason, including
but not limited to problems with the aircraft, airline, weather conditions, or acts of God, or any causes
beyond the control of Company. Company will notify Client to obtain approval prior to accepting or
making payment for any such costs caused by events outside the control of Company, unless it is not
reasonably possible to do so given time constraints, communication problems, and/or the
circumstances.
5.5 It is understood that trips may be canceled and/or rescheduled due to various reasons outside of
Client's control and any such notification must be in writing. However, the amount quoted and the
services to be provided are not transferable and are only to be provided for the person or persons
indicated in the quote provided. If a transport is rescheduled, there will be a minimum administrative
fee of $500.00 (USD) in addition to any cancellation fees for airfare, hotels, ground transportation, etc.
5.6 The medical management fee includes the review of the Patient's medical records by Company,
obtaining a medical report from the attending physician, on-call medical personnel, and monitoring of
the transport as it progresses. Most airlines require 48-72 hours for medical clearance approval. The
airlines will not approve medical clearance until tickets have been purchased. Company will make
every attempt to obtain medical clearance on a commercial airline, however, only the airline can
approve medical clearances. The airline has the right to deny passage to any passenger who presents
unwell and who they feel may pose a risk of diversion. A non-refundable deposit of $500.00 (USD) is
required to begin the medical process. This non-refundable deposit will be applied to the total balance
due, should Company complete the transport.
5.7 Prior to and/or upon quote acceptance, Company will speak with Client to obtain information about the
Patient’s health and mobility needs. Client agrees to truthfully answer all questions regarding the
Patient’s current health conditions and mobility status as well as provide as much information as
possible to assist in the evaluation process. This is essential so that the appropriate Level of Service
and/or clinician will be assigned, and that the chosen clinician will have the necessary skills to perform
his/her job in the safest and best possible manner. Concealing or withholding information is a very
serious matter and can impact the Patient’s health and safety while traveling. It may also be grounds
for cancellation of this Agreement, immediate termination of services by Company, and possible
financial penalties for additional costs and expenses incurred by Company.

6. INVOICE SUBMISSION AND PAYMENT

6.1 Upon completion of performing the Services, Company will submit the final invoice to Client via email
or facsimile. Final invoices will be issued within 10 days from the date services were completed.

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 3 of 8

Company invoice will include the following details: patient name, date of birth, service dates, a
breakdown of approved charges for the services rendered as quoted, and total balance due if any.
Invoice will be submitted to Client as follows:

Email Address: __________________________________________________________
Facsimile: __________________________________________________________
Mailing Address: __________________________________________________________

6.2 Payment of invoices or any unpaid balances shall be made in US Dollars by Company check, credit
card, debit card, wire transfer, or ACH to Company within thirty (30) days of final invoice receipt or the
agreed duration. Any payment after 30 days will be assessed a late fee of 2.0% per month.

6.3 A credit card payment is only acceptable if this was established and approved by Company during the
quote submission and approval process as the method of payment for the services. If paying by credit
card, there will be a credit card charge added to the quoted price. Furthermore, Client hereby agrees
that if it makes payment by credit card and has a dispute or disagreement with Company, Client will
not raise this dispute with Client's credit card company or seek adjudication of any dispute with
Company through or by Client's credit card company. Client agrees that if Client pays Company by
credit card, Client will not instruct Client's credit card company to reverse such charges.

7. Notices

7.1 All notices, requests, demands, waivers, and other communication required or permitted to be given
under this Agreement shall be in writing and may be delivered at or sent by registered mail, facsimile,
or email transmission to the following address:

Notice to: ________________________________________________________
Address: ________________________________________________________
Telephone: ________________________________________________________
Facsimile: ________________________________________________________
Email: ________________________________________________________

Notice to: Sky Nurses, LLC
Attention: John Naccarelli
6530 W. Rogers Circle, Suite 31
Email: Boca Raton, Florida 33487
[email protected]

8. CONFIDENTIALITY

8.1 Client and Company shall keep confidential all information disclosed to it pursuant to this Agreement.
8.2 The Parties agree to comply with all relevant federal and state law with respect to the confidentiality,

privacy, and security of protected health information, including, but not limited to, the federal Health
Insurance Portability and Accountability Act, Subtitle D of Title XIII (Health Information Technology for
Economic and Clinical Health Act) of the American Recovery and Reinvestment Act of 2009 and,
together with their accompanying regulations, as each may be amended from time to time (collectively
“HIPAA”) and Client’s policies, as they may be amended or modified from time to time.
8.3 The obligations of confidentiality contained in this Agreement shall not apply to any information which:

a) Is already known to the recipient without breach of this Agreement;
b) Becomes part of the public domain without breach of this Agreement;

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 4 of 8

c) Is obtained by the recipient from any third party who is under no obligation to the discloser to
keep the information confidential; or

d) Is disclosed as required by law.

9. LIABILITIES AND INDEMNITIES

9.1 Client agrees to release, defend, indemnify, and hold Company, its directors, stockholders, officers,
employees, or agents free and harmless from and against any and all claims, suits, actions, or
proceedings cost and expenses, including attorney’s fees which may be filed, charged, or adjudged
against Client or any of its medical staff, officers, employees, or agents on account for or arising from
or in any way connected with the medical services provided by Client under this Agreement.

9.2 Company agrees to release, defend, indemnify, and hold Client, its medical staff, officers, employees,
or agents free and harmless from and against any and all claims, suits, actions, or proceedings, costs,
and expenses, including attorney’s fees, which may be filed, charged, or adjudged against Company
or any of its directors, stockholders, officers, employees, or agents on account of or arising from the
Services provided by Company under this Agreement.

10. REPRESENTATIONS

10.1 This Agreement constitutes the complete understanding between Company and Client regarding its
terms and conditions, and terminates, cancels, and supersedes all prior oral or written expression of
intent, representation, and warranty, with respect to the subject matter hereof. In case this Agreement
conflicts with any other agreement, this Agreement shall prevail. Each of the Parties hereby represents
and warrants to the other that it has the necessary power, approvals, and authority to enter into this
Agreement and that it shall perform the obligation herein provided in a timely and competent manner.

10.2 Nothing contained in this Agreement shall be construed as to make Client an employee, joint venture
partner, or associate in any form of association with Company. Conversely, nothing contained in this
Agreement shall be construed as to make Company an employee, joint venture partner, or associate
in any form of association with Client.

10.3 Company will perform the services described herein under the general direction of Client and in
compliance with applicable laws.

10.4 This Agreement shall be binding upon the Patient to the benefits of the Parties hereto and their
respective heirs, executors, administrators, principals, successors-in-interest, and assigns. Neither
this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any Party
hereto without the prior written consent of the other Party.

10.5 This Agreement may be amended or modified only in writing and must be agreed upon and signed by
duly authorized representatives of both Company and Client.

10.6 Client and Company agree not to use or publish, including electronic or other media, each other’s
names or logo without prior written permission.

11. INSURANCE

11.1 Each Party shall obtain and maintain appropriate professional liability and commercial general liability
insurance coverage in accordance with the minimum amounts required from time to time by applicable
federal and state laws and regulations, but at no time shall the terms or coverage amounts of each
Party’s professional liability insurance be less than $1 million per claim and $3 million in the aggregate.
Both Parties may request evidence of insurance from the other Party, and the other Party shall
promptly provide such evidence to the requesting Party in a timely manner. Each Party shall ensure

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 5 of 8

that the other Party receives at least 30 days’ notice prior to the termination of any insurance policy
required by this Agreement.

12. DISPUTE RESOLUTION

12.1 The Parties will attempt to amicably settle any dispute or difference arising out of or in connection with
this Agreement. If both Parties are unable to settle amicably any dispute within a reasonable time,
this Agreement shall be governed by, and construed in accordance with the laws of the State of Florida.
This Agreement is drafted under the laws of the State of Florida and the venue for any legal recourse
under the laws as written in the State of Florida, and the venue for any legal recourse shall take place
under these laws and be adjudicated in Palm Beach County, Florida.

12.2 Further, the parties agree that any controversy or claim arising out of, or relating to, this Agreement,
or breach thereof, shall be settled by arbitration in accordance with the rules of the American
Arbitration Association in the State of Florida, under their auspices, and the parties agree to have any
dispute heard and adjudicated under these rules in Palm Beach County, Florida, and both parties
agree to be bound by the decision of the arbitrator and to pay their proportionate fees as required
under the rules of the association, and judgment upon the award rendered by the arbitrator(s) may be
entered into any court having jurisdiction thereof.

12.3 In any litigation between the Parties, the prevailing Party will be entitled to recover reasonable
attorney’s fees and costs at all levels.

13. FORCE MAJEURE

13.1 Neither Party shall be responsible for any failure or delay to comply with the terms of this Agreement
where such failure or delay is due to force majeure. The term “force majeure” as used herein shall
include but not be restricted to acts of God, epidemics, tidal waves, explosions, fires, lightning,
earthquakes, hurricanes, wars, riots, civil disturbances, strikes, lawful orders, acts of any government,
whether national, municipal, or otherwise or any agency thereof, or juridical action or any other event
which is unpredictable, sudden, insurmountable, and outside the control of the Parties.

14. TERMINATION OF AGREEMENT

14.1 This Agreement shall take effect from the date of the signing for a period of one (1) year and shall
automatically be renewed each year unless sooner terminated by either Party. Both Company and
Client shall be entitled to terminate this Agreement by giving the other Party at least thirty (30) days
prior written notice. Client shall pay all outstanding undisputed claims and requests for payment to
Company within 15 days prior to the effective date of termination of this agreement.

14.2 Notwithstanding the above, this agreement may be terminated with immediate effect forthwith for
cause by a written notice to the Party in breach,
a) If the other Party becomes insolvent, is adjudged bankrupt or becomes the subject of
dissolution, liquidation, or bankruptcy proceedings, whether voluntarily or involuntarily, or
if the other Party applies for judicial or extra-judicial settlement with its creditors, and/or
makes an assignment for the benefit of creditors;
b) If the other Party is in breach or default of any of the material terms or conditions of this
Agreement and shall fail to remedy such breach or default to the satisfaction of the
requesting Party within 14 days of receipt of written notice from the Party asserting the
breach or default.

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 6 of 8

15. SERVICES

Company Services may include the following depending upon Client’s request and Patient’s needs:
1. 24/7 continuous operation and reporting
2. Air transport arrangements for the Patient, his/her relatives, and a medical escort (clinician)
3. Pre-determination assessment on-location for Patient transport
4. Coordinate hospital admissions and home health services
5. Reviewing Patient medical records
6. Bedside-to-bedside care
7. Medical and non-medical repatriations with qualified clinician, medication, and equipment
8. Assistance in obtaining required travel documents and/or approvals for repatriation
9. Coordinate with foreign embassies and/or consulates
10. Obtain Medical Clearance (MEDIF) from respective airline
11. Obtain fit-to-fly document from treating physician
12. International Stretcher Service on commercial airline
13. Status reporting during the entire transport
14. Arranging customs and other airport assistance
15. Reservations for hotel accommodations
16. Organizing car transfers or ground transportation from/to hotels, airports, and other
destinations

16. PRICE LIST

16.1 Price List for Medical Escort Services and Unfunded/Uninsured Patient Case Management (See
Exhibit A)

Agreed and Accepted on behalf of Sky Nurses, LLC:

Signed: __________________________________ Date: ________________________

Name: John Naccarelli
Title: CEO

Agreed and Accepted on behalf of Client:
Signed: __________________________________ Date: ________________________
Name: __________________________________
Title: __________________________________

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

Page 7 of 8

Exhibit “A” Service Fees

Associated Travel Cost

Sky Nurses will quote estimated travel expenses (flights, hotel, and ground), however, the client will be billed
based on prices received from the supplier(s). There may be additional airline ticketing or service fees added
to the Actual Cost. The travel expense fee will not exceed the quoted amount unless authorization is obtained
in advance from the client.

Medical Personnel (Daily Rate)

Registered Nurse (Critical Care or Emergency Room) $ As agreed with Client

First Responder Paramedic $ As agreed with Client

Respiratory Therapist (must be accompanied by a RN or Physician) $ As agreed with Client

Physician (Critical Care or Emergency Room) $ As agreed with Client

Non-Medical Assistant $ As agreed with Client

Non-Medical Assistant is an individual that has medical escort experience but does not have advanced medical training.

Non-Medical Assistant is used when an individual needs personal assistance only.

Daily rate is dependent upon the domicile of the clinician, expertise of the clinician, and the type of medical transport.

Equipment $ 75.00 per day
$ 75.00 per day
Suction $ 250.00 per day
Portable Oxygen Concentrator $ 150.00 per day
Ventilator with O2 Monitor $ 150.00 per day
Cardiac Monitor $ 25.00 per day
ACLS Bag
Nebulizer

Equipment costs can change based on the location of the patient and/or clinician and equipment availability.

Expenses $ 135.00 per day

Meals and Miscellaneous Expenses

Meals and Miscellaneous Expenses include medications that may be required during a flight or supplies used, such as
incontinence briefs.

Administrative and Management $ 175.00
$ 150.00
Administrative Fee $ 95.00
Medical Management Fee $ 175.00
Medical Clearance – Domestic $ 500.00
Medical Clearance – International
Cancellation Fee or Transport Aborted (Minimum charge)

6530 West Rogers Circle, Suite 31
Boca Raton, Florida 33487

Toll Free: (866) 611-8434 Facsimile: (866) 633-4188
[email protected]
www.SkyNurses.com

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