Exhibit 10.9
FORM OF
SERVICE AGREEMENT
By and Between
UNION DENTAL CORP.
and
COMMUNICATION WORKERS OF AMERICA ("CWA") LOCAL #____
WHEREAS: Union Dental Corp., (hereinafter referred to as "UDC") in consideration
for a fee of $1.00 and other valuable consideration from Communication Workers
of America Local ____ (hereinafter referred to as "CWA Local ____" or "____"),
agrees to have UDC create an exclusive dental network of providers for CWA Local
____ members to utilize for their dental services.
1. In order to provide dental network information to union members, it is agreed
that CWA Local ____ will provide access to members through mailing of the
brochures to union members on a 2-4 times a year basis. All expenses associated
with the printing and mailing will be paid for by UDC.
UDC will maintain a website xxx.xxxxxxxxxxx.xxx not to take the place of the
brochure mailings; however, to enhance the dissemination of information to ____
members more rapidly regarding dentists available in the program and benefits as
changes are made to this website on a daily basis.
2. All fees submitted by treating dental offices under this agreement to the
Cigna Dental Plan for Xxxx South and Aetna AT&T will be at usual, customary and
reasonable ("UCR) charges as follows:
A. Usual, Customary and Reasonable fees for services rendered taking into
consideration the usual fees each dentist charges a majority of his/her patients
for such services.
B. The prevailing range of fees charged in the same area by dentists with
similar training and experience.
3. It is further agreed that the dental offices designated by UDC will accept as
full payment the insurance remuneration for Xxxx South / AT&T / Verizon /
Cingular / Avaya / Lucent Fee Schedule.
4. All procedures that exceed the insurance cap of $1,400 per year will be
charged as per the schedule above or, if not listed on the schedule of fees, on
a U.C.R. basis. PATIENT RESPONSIBILITY: $125 per unit/ crown and bridge $ 150
root canal co-payment $ 25 Deductible Further benefits excluded from insurance
coverage are available to CWA Local's members and dependants on an optional
basis at the following fees: A. Cosmetic Dentistry $ UCR B. Replacement of
bridges or Bridgework covered by the Insurance before 5 years $ as per schedule
C. Orthodontics - The Orthodontist will accept as payment the insurance benefit
plus 24 monthly payments of $70 per child or $90 per adult. (Does not include
porcelain brackets or retention) for a case of two year duration. In the event a
case is not completed and/or proceeds beyond 24 months, there will be a
corresponding in the fee proportionate to the complexity of care and duration of
treatment.
1
5. It is further agreed that the CWA Locals have no responsibility whatsoever to
UDC or any union member for the collection or billing of fees, or any litigation
stemming from treatment. It is further expressly understood that any controversy
as may arise from the collection of fees under the plan contemplated by the
foregoing document or arising as a result of any non-payment shall be matters to
be resolved between UDC and the union members and as outlined in Part 8 of this
Agreement. UDC agrees to hold harmless the CWA Locals from any responsibility
for or expenses incurred in connection with any controversy over the collection,
billing or payment of fees.
6. It is agreed that the expense for all promotional mailings will be paid by
UDC and that CWA will be responsible for the actual mailing of said materials.
7. It is agreed that the UDC Dental Network will be the "exclusive dental
network" for CWA Local ____ and the CWA Locals will promote UDC as their
"exclusive dental network" and will not contract, agree or discuss with any
other organization to provide the same or similar dental services in Broward
county and the city of Boca Raton in the State of Florida while this contract is
in effect.
To eliminate a conflict in this area of the possibility of doctors approaching
the union officials with the proposal of another dental network, a Review Board
consisting of an equal number of members from each party, however, a maximum
number of two (2) UDC designated representatives and two (2) CWA designated
representative will be formed to eliminate this conflict. Any attempt of a
doctor or individual approaching the local with this idea will be immediately
referred to this committee, and, each Representative of this Review Board will
be responsible for reporting their findings to their respective entities. The
only communication between an unsolicited approach by a doctor or person to the
local with the intent of creating a second dental network for the local will be
only through this committee. The cost of this committee will be borne by UDC.
UDC dentists participating in the Dental Program will verify CWA membership on
the initial visit of a CWA patient. If the patient is not a CWA member, the UDC
dentist will offer to the patient the option of discounted rates with completion
of union membership card (H-6). CWA will provide all forms to all UDC offices
and provide UDC, by September 15th annually, a list of all members who have left
CWA.
8. Both parties agree to form a Review Board consisting of an equal number of
members from each party, however, a maximum number of two (2) CWA designated
representatives and two (2) UDC designated representative. The Review Board will
be responsible for resolving all issues from CWA Local ____ members pertaining
to UDC. Any issues that are not resolved by the panel pertaining to the "Quality
of Dentistry" will be referred to the Board of Dentistry who has the authority
to resolve such issues. Both parties agree that upon an inquiry of this nature,
UDC will be notified and will first try to resolve the matter internally. If
that process should fail within a 7 day period of time, then both parties
further agree a meeting will take place at the request of a Review Board
designated representative, at any time, and the request of the Review Board to
address such matters will occur within seven (7) days after the failure of UDC
2
to resolve the initial inquiry from the request. All inquiries must be in
writing and sent via e-mail or fax to the designated representatives. The
Board's decision will be final and binding upon UDC and the participating
dentists. The cost of this committee will be borne by UDC.
9. Local ____ has made representation that it wants to organize all the
employees of the UDC dentists. UDC will allow Local ____ to organize the staff
at the UDC offices located in the jurisdiction of CWA Local ____ using the "card
check process" and neutrality agreement proposed by Local ____.
10. It is further agreed that this agreement will be in full force and effect
for a period of five years from the date of execution. At the expiration of the
agreement, this contract will be automatically renewed thereafter in five year
increments, contingent upon the bargaining process. Bargaining will begin 60
days prior to the termination date of # 11. The bargaining team will consist of
the same said parties of number 7 & 8.
11. Termination of this agreement can only be done 90 days prior to the ending
date of the Agreement by the E-Board of CWA Local ____ and for cause.
12. UDC will not contact CWA local ____ members regarding any matters other than
their personal dental health care plan. If UDC or Xx. Xxxxx violates this
provision it will result in immediate cancellation of this Agreement.
13. UDC and CWA Local ____ will coordinate their efforts to raise money annually
from its dentists for the specific purpose of donating the funds acquired to the
CWA Xxxxxx Xxxxx Scholarship Fund. These funds will be distributed by CWA Local
____ annually.
14. Any allegations regarding violations of this agreement shall be settled by
binding arbitration through the Federal Mediation Services. The Mediator in
charge of Broward County for FMCS will be the arbitrator. All costs for
arbitration will be split between UDC and ____.
In witness whereof, the parties enter into this Service Agreement on this 10th
day of January 2005, and, by placing their seal on this document, acknowledges
he has the authority to enter into such an agreement on behalf of their Board of
Directors or their Executive Board of the entity they represent.
-------------------------- ------------------------------
Xx. Xxxxxx X. Xxxxx Name
President and CEO President
Union Dental Corp. CWA Local ____
3
