NETWORK ACCESS AGREEMENT
BETWEEN
ROCKPORT COMMUNITY NETWORK, INC.
AND
TARECO, INC.
THIS NETWORK ACCESS AGREEMENT is by and between Rockport Community Network, Inc.
hereinafter referred to as "RCN," a Nevada corporation, and Tareco, Inc.
hereinafter referred to as "TI," a Texas corporation.
RECITALS
WHEREAS RCN 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 TI has entered into agreements with various providers of health care,
who have agreed to make available certain health care services at reduced costs,
hereinafter referred to as the "Network,"
WHEREAS RCN desires to utilize the Network of TI for the use and benefits of
RCN's clients and their eligible Qualified 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, RCN and
TI agree as follows:
I. DEFINITIONS
For the purpose of this agreement, certain terms are defined as follows:
1.1 AGREEMENT: This RCN agreement between RCN and TI.
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 QUALIFIED PARTICIPANT: Any individual eligible to receive covered
health care services through the network.
1.4 PARTICIPATING HOSPITALS: Any hospital that has an agreement with TI to
provide hospital services to Qualified Participants at reduced rates.
1.5 PARTICIPATING PROVIDER: Those hospitals, physicians, and other
organizations or individuals who have agreements directly with TI or
have subcontracted with a party who has an agreement with TI to provide
certain health care services to Qualified Participants at reduced rates.
1.6 CLIENTS: Any employer, third-party administrator, trust, insurance
company, or entity that has entered into a contract with RCN to obtain
services for Qualified 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 RCN
2.1 INCENTIVES AND PROMOTIONS: RCN shall only accept as Clients those
organizations and entities that establish and maintain significant
incentives that will encourage Qualified 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 Qualified Participants and to provide RCN with appropriate
information relating to Qualified Participants. RCN shall require the
right to review all plan documents, descriptions, and other information
furnished to Qualified Participants regarding the network.
2.2 REPRICING: Initially, TI will reprice bills for health services
rendered to Qualified Participants within 48 hours of receipt of claim.
As soon as RCN can demonstrate to TI's satisfaction that they are
prepared to reprice, RCN shall receive bills for health services
rendered to their Client's Qualified Participants from either the
provider, the client or the clients contracted claims payor, apply the
discounts in the provider's agreement with TI, and send the repriced
bills to Client or claims payor for adjudication and payment with a copy
to TI.
2.3 REPORTS: Initially, TI will provide RCN 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. As soon as
RCN can demonstrate to TI's satisfaction that they are prepared to
reprice, RCN shall provide TI 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 for the claims
processed for their Clients. The report will also reflect for those
Client's charges a capitated per Qualified Participant, per month fee
and have Qualified Participants located in currently contracted areas,
the name of the client, number of Qualified Participants, per month rate
and the total fee charged for those Qualified Participants.
2.4 IDENTIFICATION: RCN shall require its Clients to agree that it shall
require all of their Qualified Participants to identify themselves as
RCN/Tareco PPO members to TI's facilities and physicians at the time
health care services are required.
2.5 NOTIFICATION OF COMPLAINTS: RCN agrees to refer to TI in a timely
manner any complaint, controversy or contract problem arising out of
delivery of services by TI's participating providers.
2.6 RCN 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 TI
3.1 PROVIDERS: TI shall provide a network of providers located in the state
of Texas 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 Qualified
Participants for fees that are less than their usual and customary fees.
3.2 PROVIDER LOCATIONS: TI shall provide RCN with a current list of
participating providers monthly.
3.3 CONTRACTUAL RATES: TI shall provide RCN with all of the information
necessary to apply the contractual rates of the providers to the health
claims of RCN's Clients in an accurate manner.
3.4 HOSPITAL ADMISSIONS: TI shall, unless otherwise set forth in this
agreement or an attachment hereto, require that Qualified Participants
of RCN's Clients requiring admission to a participating hospital be
considered for admission in accordance with the policies and procedures
of participating hospitals.
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3.5 PHYSICIAN SERVICES: TI shall use its best efforts to require
participating physicians, according to individual provider agreements
with TI, to make available to RCN's Client's Qualified Participants
their usual and customary services.
3.6 RESULTS, ACCESS, QUALITY, AND AVAILABILITY OF SERVICES: TI does not
guarantee the results of, quality of, availability of, or access to
services provided under the network that Qualified Participants seek
from participating provider. In the event a Qualified Participant cannot
obtain services from a participating provider, TI shall not be
responsible for any portion of the costs relating to such services
obtained from a non-participating provider.
3.7 CREDENTIALING: TI 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. TI 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 RCN and its Clients harmless. TI agrees to immediately notify RCN
of any changes in the credentials of a provider(s).
3.8 NOTIFICATION TO PROVIDERS: TI 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: RCN agrees to pay to TI monthly access fees to use the TI
network as follows:
RCN Clients with fee based on a percentage of savings--RCN agrees to pay
an access fee for each claim submitted by its Clients using the
participating providers of TI's Network and repriced by RCN equal to
forty percent (40%) of the net fee billed and collected by RCN for the
claim.
RCN Clients with fixed fee based on per Qualified Participant, per
month--RCN agrees to pay an access fee for each of its Client's
Qualified Participants where a TI participating provider is located or
available equal to forty percent (40%) of the net monthly fee charged to
the Client by RCN for those Qualified Participants.
4.2 ADJUSTMENTS: Any adjustment by RCN 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 TI.
4.3 PAYMENTS: All payments from RCN to TI for a month's activity will be
paid within 15 days after they have been received from Clients by RCN.
V. RELATIONSHIP OF PARTIES
5.1 INDEPENDENT CONTRACTORS: RCN is an independent contractor and is not an
agent or employee of TI, and nothing in this agreement shall be
construed to create a relationship of employee-- employer or
agent--principal.
5.2 TI'S RELATIONSHIP TO PROVIDERS: RCN acknowledges that TI makes no
representation or warranty regarding the quality or availability of the
services of the participating providers, and TI 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. RCN 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.
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5.3 PROVIDER--PATIENT RELATIONSHIP: Participating providers are exclusively
responsible for the maintenance of the physician--patient and
hospital--patient relationship with Qualified Participants and are
solely responsible to such persons for all services.
VI. INDEMNIFICATION
6.1-1 INDEMNIFICATION OF TI: In addition to the other indemnity provisions of
this agreement, RCN agrees to indemnify and hold TI 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 RCN. This indemnity shall extend to and include all costs
and expenses, including attorney's fees and costs of court, incurred by
RCN in any lawsuit, threatened litigation, arbitration, dispute
resolution proceeding, bankruptcy, or administrative proceeding.
6.1-2 INDEMNIFICATION OF RCN: In addition to the other indemnity provisions
of this agreement, TI agrees to indemnify and hold RCN 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 TI. This indemnity shall extend to and include all costs
and expenses, including attorney's fees and costs of court, incurred by
RCN 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 RCN. RCN
shall, however, cooperate with TI by furnishing such material or
information as is available in connection with the defense of any such
action.
6.3 RCN NOT GUARANTOR OR INSURER: RCN will not be liable for the payment of
any claims relating to benefits provided under this agreement. RCN is
neither the insurer, guarantor, indemnifier, nor underwriter of Client's
responsibility to provide benefits to Qualified 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 June 1, 1998, the "effective date," and expiring on
May 31, 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. RCN acknowledges that the participating
provider may refuse to provide services at a discount immediately upon
termination even if a Qualified 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.
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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.
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
Tareco, Inc.
Xxxxxxx X'Xxxxx
Xxx Xxxxxxxxxxx Xxxxx
X.X. Xxx 000000
Xxxxxxx, Xxxxx 00000-0000
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
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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.
8.8 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.
8.9 REFERENCE TO RCN: RCN agrees that TI may refer to RNCI in informing
participating providers and potential participating providers about the
organizations, funds, and employers participating in the network.
8.10 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.
8.11 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 29th day of May, 1998.
ROCKPORT COMMUNTIY NETWORK, INC. TARECO, INC.
By: /s/ XXXXXXX X'XXXXX By: /s/ XXXXX X. XXXX
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Title: Pres Title: President
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Date: 5/29/98 Date: 5/29/98
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