NETWORK ACCESS AGREEMENT
BETWEEN
ROCKPORT COMMUNITY NETWORK, INC.
AND
X.X. XXXXXXX AND ASSOCIATES
THIS NETWORK ACCESS AGREEMENT is by and between Rockport Community Network, Inc.
hereinafter referred to as "RCNI," a Nevada corporation, and X. X. Xxxxxxx and
Associates hereinafter referred to as "FARA," a Louisiana corporation.
RECITALS
WHEREAS RCNI has entered into various agreements with its clients to make
available to its clients' eligible employees or insureds and their dependents
and other persons certain health care services at reduced costs, and
WHEREAS FARA has entered into agreements with various providers of health care
in the State of Louisiana who have agreed to make available certain health care
services at reduced costs, hereinafter referred to as the "Network,"
WHEREAS RCNI desires to utilize the Network of FARA, in the state of Louisiana,
for the use and benefits of RCNI's clients and their eligible participants.
NOW THEREFORE for and in consideration of the premises and the mutual covenants
in this agreement, the receipt and adequacy of which are acknowledged, RCNI and
FARA agree as follows:
I. DEFINITIONS
For the purpose of this agreement, certain terms are defined as follows:
1.1 AGREEMENT: This RCNI agreement between RCNI and FARA.
1.2 NORMAL OR BILLED CHARGES: This charge of participating providers,
physicians, or hospitals for a service, based upon fees that are usual
and customary to that provider and consistent with community standards
or based upon hospital standard charges, as adjusted from time to time
by participating providers, physicians, or hospitals during the term of
this agreement and before any discount is applied in accordance with
this agreement.
1.3 PARTICIPANT: Any individual eligible to receive covered health care
services through the network.
1.4 PARTICIPATING HOSPITALS: Any hospital that has an agreement with FARA
to provide hospital services to participants at reduced rates.
1.5 PARTICIPATING PROVIDER: Those hospitals, physicians, and other
organizations or individuals who have agreements directly with FARA or
have subcontracted with a party who has an agreement with FARA to
provide certain health care services to participants at reduced rates.
1.6 CLIENTS: Any employer, third-party administrator, trust, insurance
company, or entity that has entered into a contract with RCNI to obtain
services for participants from participating providers.
1.7 THIRD-PARTY ADMINISTRATOR: Any organization that, through a contract
with a Client, is responsible for the administration of claims (also
called "claims payor").
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II. DUTIES OF RCNI
2.1 INCENTIVES AND PROMOTIONS: RCNI shall only accept as Clients those
organizations and entities that establish and maintain significant
incentives that will encourage participants to obtain health care
services from participating providers. Clients shall be required to use
its best efforts to communicate and promote the use of the network to
the participants and to provide RCNI with appropriate information
relating to participants. RCNI shall require the right to review all
plan documents, descriptions, and other information furnished to
participants regarding the network.
2.2 REPRICING: RCNI shall receive bills for health services rendered to
participants from either the provider, the client or the clients
contracted claims payor, apply the discounts in the provider's agreement
with FARA, and send the repriced bills to Client or claims payor for
adjudication and payment.
2.3 REPORTS: RCNI shall provide FARA with a monthly report of each claim
repriced that month showing billed charges, savings, PPO rate and fee
charged if the fee is based on a percentage of savings. The report will
also reflect for those Client's charges a capitated per participant, per
month fee and have participants located in Louisiana, the name of the
client, number of participants in Louisiana, per month rate and the
total fee charged for those participants in Louisiana.
2.4 IDENTIFICATION: RCNI shall require its Clients to agree that it shall
require all of their participants to identify themselves as RCNI/Xxxxxxx
Associates PPO members to FARA's facilities and physicians at the time
health care services are required.
2.5 NOTIFICATION OF COMPLAINTS: RCNI agrees to refer to FARA in a timely
manner any complaint, controversy or contract problem arising out of
delivery of services by FARA's participating providers.
2.6 RCNI agrees to inform, encourage and where possible, enforce a prompt
payment schedule on its Clients. All provider contracts are payable
within thirty (30) days of receipt of all necessary information to
complete the claim or the claim shall be paid at billed charges.
III. DUTIES OF FARA
3.1 PROVIDERS: FARA shall provide a network of providers located in the
state of Louisiana that shall have entered into an agreement, directly
or through an entity that has the right to enter into such an agreement
on their behalf, to provide certain health care services to participants
for fees that are less than their usual and customary fees.
3.2 PROVIDER LOCATIONS: FARA shall provide RCNI with a list of
participating providers in the state of Louisiana.
3.3 CONTRACTUAL RATES: FARA shall provide RCNI with all of the information
necessary to apply the contractual rates of the providers to the health
claims of RCNI's Clients in an accurate manner.
3.4 HOSPITAL ADMISSIONS: FARA shall, unless otherwise set forth in this
agreement or an attachment hereto, require that participants of RCNI's
Clients requiring admission to a participating hospital be considered
for admission in accordance with the policies and procedures of
participating hospitals.
3.5 PHYSICIAN SERVICES: FARA shall use its best efforts to require
participating physicians, according to individual provider agreements
with FARA, to make available to RCNI's Client's participants their usual
and customary services.
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3.6 RESULTS, ACCESS, QUALITY, AND AVAILABILITY OF SERVICES: FARA does not
guarantee the results of, quality of, availability of, or access to
services provided under the network that participants seek from
participating provider. In the event a participant cannot obtain
services from a participating provider, FARA shall not be responsible
for any portion of the costs relating to such services obtained from a
non-participating provider.
3.7 CREDENTIALING: FARA shall warrant that credentialing standards and
practices have been adhered to by their staff in accordance with the
usual and customary practices in the industry. FARA shall be solely,
exclusively and independently liable for the negligent review and/or
approval of its provider's credentials, and with respect hereto, shall
hold RCNI and its Clients harmless. FARA agrees to immediately notify
RCNI of any changes in the credentials of a provider(s).
3.8 NOTIFICATION TO PROVIDERS: FARA shall transmit in a timely manner to
their providers, notification of this Network Access Agreement and
instructions regarding compliance with the administrative procedures,
billing and accounting procedures and any utilization program required.
IV. PAYMENT AND CHARGES
4.1 ACCESS FEES: RCNI agrees to pay to FARA monthly access fees to use the
FARA network as follows:
RCNI Clients with fee based on a percentage of savings--RCNI agrees to
pay an access fee for each claim submitted by its Clients using the
participating providers of FARA's Network in Louisiana and repriced by
RCNI equal to thirty--three and one third percent (33 1/3%) of the net
fee billed and collected by RCNI for the claim.
RCNI Clients with fixed fee based on per participant, per month--RCNI
agrees to pay an access fee for each of its Client's participants living
in Louisiana where a FARA participating provider is located or available
equal to thirty-three and one third percent (33 1/3%) of the net monthly
fee charged to the Client by RCNI for those participants.
4.2 ADJUSTMENTS: Any adjustment by RCNI to a prior month's billing for a
client reducing or increasing the fees above will be reflected on the
current month's payment to FARA.
4.3 PAYMENTS: All payments from RCNI to FARA for a month's activity will be
paid within 15 days after they have been received from Clients by RCNI.
V. RELATIONSHIP OF PARTIES
5.1 INDEPENDENT CONTRACTORS: RCNI is an independent contractor and is not
an agent or employee of FARA, and nothing in this agreement shall be
construed to create a relationship of employee--employer or
agent--principal.
5.2 FARA'S RELATIONSHIP TO PROVIDERS: RCNI acknowledges that FARA makes no
representation or warranty regarding the quality or availability of the
services of the participating providers, and FARA shall not be
responsible for any claim or expense that arises from such services, the
failure or refusal to provide such services, or the provision of such
services to individuals not eligible. RCNI acknowledges that the
discounts provided under the network are subject to change without
notice and that such discounts may not apply to all services provided by
participating providers.
5.3 PROVIDER--PATIENT RELATIONSHIP: Participating providers are exclusively
responsible for the maintenance of the physician--patient and
hospital--patient relationship with participants and are solely
responsible to such persons for all services.
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VI. INDEMNIFICATION
6.1-1 INDEMNIFICATION OF FARA: In addition to the other indemnity provisions
of this agreement, RCNI agrees to indemnify and hold FARA and its
officers, directors, employees, and agents harmless from all claims,
causes of action, and damages of whatever nature arising out of the acts
or omissions of RCNI. This indemnity shall extend to and include all
costs and expenses, including attorney's fees and costs of court,
incurred by RCNI in any lawsuit, threatened litigation, arbitration,
dispute resolution proceeding, bankruptcy, or administrative proceeding.
6.1-2 INDEMNIFICATION OF RCNI: In addition to the other indemnity provisions
of this agreement, FARA agrees to indemnify and hold RCNI and its
officers, directors, employees, and agents harmless from all claims,
causes of action, and damages of whatever nature arising out of the acts
of omissions of FARA. This indemnity shall extend to and include all
costs and expenses, including attorney's fees and costs of court,
incurred by RCNI in any lawsuit, threatened litigation, arbitration,
dispute resolution proceeding, bankruptcy, or administrative proceeding.
6.2 LEGAL DEFENSE: The defense of any legal action instituted on a claim
for benefits under the network shall not be an obligation of RCNI. RCNI
shall, however, cooperate with FARA by furnishing such material or
information as is available in connection with the defense of any such
action.
6.3 RCNI NOT GUARANTOR OR INSURER: RCNI will not be liable for the payment
of any claims relating to benefits provided under this agreement. RCNI
is neither the insurer, guarantor, indemnifier, nor underwriter of
Client's responsibility to provide benefits to participants.
VII. TERM AND TERMINATION OF AGREEMENT
7.1 TERM: This agreement shall remain in force and effect for a term of one
year commencing on February 2, 1998, the "effective date," and expiring
on February 2, 1999, the "Term," and automatically renew unless either
party notifies the other party not later than thirty days prior to the
renewal date.
7.2 NOTICE OF TERMINATION: Either party, at any time during the term of
this agreement, may cancel this agreement, with or without cause, upon
providing the other party with sixty days' prior written notice.
7.3 EFFECT OF TERMINATION: Termination of this agreement shall not affect
the rights and obligations of the parties arising out of transactions
occurring prior to termination. RCNI acknowledges that the participating
provider may refuse to provide services at a discount immediately upon
termination even if a participant's hospitalization or course of
treatment is not yet complete.
7.4 AUTOMATIC TERMINATION: This agreement shall automatically terminate
upon business failure of the parties, appointment of a receiver or
trustee for any asset or assets or operations of the parties, insolvency
or the commission of any act of bankruptcy by the parties, assignment
for the benefit of creditors, the commencement of any proceedings under
any bankruptcy or insolvency law or against the parties, or levy,
seizure, or attachment of any assets of the parties.
VIII. MISCELLANEOUS
8.1 LEGAL FEES AND COSTS: If any action at law or in equity, including an
action for declaratory relief, is brought to enforce any covenant or
provision contained herein, the prevailing party in such litigation
shall be entitled to recover reasonable attorneys' fees from the other
party, which fees may be sent by the court in the trial of such action
or may be enforced in a separate action brought for that purpose, and
which fees shall be in addition to any other relief that may be awarded.
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8.2 CHOICE OF LAW AND VENUE: This agreement shall be construed under and in
accordance with the law of the state of Texas, and all obligations of
the parties created hereunder are performable in Xxxxxx County, Texas.
8.3 ASSIGNMENT: This agreement in whole or in part shall not be assigned
without the prior written consent of the other party.
8.4 WAIVER OF BREACH: the waiver by either party of breach or violation of
any provision of the agreement shall not operate as, nor be construed to
be, a waiver of any subsequent breach of the same or other provision
hereof.
8.5 FORCE MAJEURE: Neither party shall be liable nor deemed to be in
default for any delay or failure to perform under this agreement deemed
to result, directly or indirectly, from acts of God, civil or military
authority, acts of public enemy, war, accidents, fires, explosions,
earthquake, floods, failure of transportation, strikes or other work
interruptions by either party's employees, or any other cause beyond the
reasonable control of either party.
8.6 NOTICE: Any notice, demand, or communication required, permitted, or
desired to be given hereunder shall be deemed effectively given when
personally delivered or mailed by prepaid certified mail, return receipt
requested, addressed as follows:
Rockport Community Network, Inc.
Xxxxx X. Xxxxxx
Secretary-Treasurer
00 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxxx, XX 00000
X. X. Xxxxxxx and Associates
Xxxx Xxxx
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
or to such other address and to the attention of such other person or
officer as either party may designate in writing
8.7 SEVERABILITY: In the event any provision of this agreement is held to
be invalid, illegal, or unenforceable for any reason and in any respect,
such invalidity, illegality, or unenforceability shall in no event
affect, prejudice, or disturb the validity of the remainder of this
agreement, which shall be in full force and effect, enforceable in
accordance with its terms.
8.8 ENTIRE AGREEMENT/AMENDMENT: This agreement supersedes all previous
contracts and constitutes the entire agreement between or among the
parties. No party shall be entitled to benefits other than those
specified herein. As between or among the parties, no oral statements or
prior written material not specifically incorporated herein shall be of
any force and effect. The parties specifically acknowledge that in
entering into and executing this agreement, the parties rely solely upon
the representations and agreements contained in this agreement and that
all representations or agreements, whether written or verbal, not
expressly incorporated herein are superseded, and no changes in or
additions to this agreement shall be recognized unless and until made in
writing and signed by all parties hereto.
8.9 COUNTERPARTS: This agreement may be executed in two or more
counterparts, each and all of which shall be deemed an original and all
of which together shall constitute but one and the same instrument.
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8.10 REFERENCE TO RCNI: RCNI agrees that FARA may refer to RNCI in informing
participating providers and potential participating providers about the
organizations, funds, and employers participating in the network.
8.11 THIRD-PARTY RIGHTS: This agreement is entered into by and between the
parties hereto and for their benefits. No third party shall have any
right to enforce or enjoy any benefit created or established under this
agreement.
8.12 HEADINGS: The headings used in this agreement are used for
administrative services only and do not constitute substantive matter to
be considered in construing the terms of this agreement.
The parties hereto have caused this agreement to be executed in multiple
originals by their duly authorized officers, as of the day and year indicated
below.
X. X. XXXXXXX AND ASSOCIATES ROCKPORT COMMUNTIY NETWORK, INC.
By: /s/ XXXX XXXX By: /s/ XXXXX X. XXXXXX
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Title: Executive V. P. Title: Sec.- Treasurer
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Date: 2/10/98 Date: 2/16/98
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