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 "RCN," a Nevada corporation, a wholly- owned
subsidiary of Rockport Healthcare Group, Inc., and X. X. Xxxxxxx and Associates,
Inc. hereinafter referred to as "FARA," a Louisiana corporation.
RECITALS
WHEREAS RCN, or one of its affiliated (sister) companies plans to sell, issue
and service a Medical Access Discount Card to the uninsured, uninsurable and
underinsured individuals in the State of Louisiana and elsewhere so that these
individuals may receive 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 RCN desires to utilize the Network of FARA in the State of Louisiana,
for the use and benefits of RCN's 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
FARA agree as follows:
1. DEFINITIONS
For the purpose of this agreement, certain terms are defined as follows:
1.1 AGREEMENT: This RCN agreement between RCN 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 QUALIFIED PARTICIPANT: Individuals and/or families eligible to receive
contracted rates by virtue of their verified participation in the
Medical Access Discount Card Program, which is neither an insurance or
benefit plan. For services rendered to Qualified Participants of the
Medical Access Discount Care Program, Participating Provider can and
should make payment arrangements prior to the delivery of care with the
patient or responsible party. Services provided under the provision of
the Medical Access Discount Card must be documented by a receipt that
the Qualified Participant may use for tax purposes or in conjunction
with other coverage. Participating Provider can pursue collection
efforts directly with these Qualified Participants if necessary.
Qualified Participants have agreed to pay for such services, pursuant to
a Payor Agreement with RCN.
1.4 PARTICIPATING HOSPITALS: Any hospital that has an agreement with FARA
to provide hospital services to Qualified Participants at reduced rates.
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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 Qualified Participants at
reduced rates.
1.6 THIRD-PARTY ADMINISTRATOR: Any organization that, through a contract
with a Client, is responsible for the administration of claims (also
called "claims payor").
2. DUTIES OF RCN
2.1 INCENTIVES AND PROMOTIONS: RCN Medical Access Discount Card Program
shall establish and maintain significant incentives that will encourage
Qualified Participants to obtain health care services from participating
providers. RCN shall be required to use its best efforts to communicate
and promote the use of the network to the Qualified Participants.
2.2 REPRICING: RCN shall reprice health services rendered to Qualified
Participants by the Provider at the time of service utilizing a
telephonic repricing system.
2.3 REPORTS: RCN shall provide FARA with a monthly report of the number of
Qualified Participants residing in the State of Louisiana.
2.4 IDENTIFICATION: RCN shall require its Qualified Participants to
identify themselves with the Medical Access Discount Card bearing the
name and/or logo of FARA to FARA's facilities and physicians at the time
health care services are required.
2.5 NOTIFICATION OF COMPLAINTS: RCN 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.
3. 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 Qualified
Participants of RCN's Medical Access Discount Card Program for fees that
are less than their usual and customary fees.
3.2 PROVIDER LOCATIONS: FARA shall provide RCN with a list of participating
providers.
3.3 CONTRACTUAL RATES: FARA shall provide RCN with all of the information
necessary to apply the contractual rates of the providers for the health
services delivered to RCN's Medical Access Discount Card Program in an
accurate manner.
3.4 HOSPITAL ADMISSIONS: FARA shall, unless otherwise set forth in this
agreement or an attachment hereto, require that Qualified Participants
of RCN 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 RCN's Medical Access Discount Card
Program Qualified Participants their usual and customary services.
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 RCN's Medical Access Discount
Card Program Qualified Participants seek from participating provider. In
the event a Qualified 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.
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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 RCN and its Clients harmless. FARA agrees to immediately notify RCN
of any changes in the credentials of a provider(s).
3.8 NOTIFICATION TO PROVIDERS: RCN and FARA shall transmit in a timely
manner to FARA's providers, notification of this Network Access
Agreement in regard to the Medical Access Discount Card Program.
4. PAYMENT AND CHARGES
4.1 ACCESS FEES: RCN agrees to pay to FARA monthly access fees to use the
FARA network as follows:
For each Medical Access Discount Card issued to a Louisiana resident
and valid for that month, RCN will pay to FARA One Dollar ($1.00) per
month for each card still valid and outstanding that month.
4.2 PAYMENTS: All payments from RCN to FARA for a month's activity will be
paid within 15 days after the month end for the previous month.
5. RELATIONSHIP OF PARTIES
5.1 INDEPENDENT CONTRACTORS: RCN 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: Except as defined in 3.7, RCN
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. 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.
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.
6. INDEMNIFICATION
6.1.1 INDEMNIFICATION OF FARA: In addition to the other indemnity provisions
of this agreement, RCN 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 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, FARA 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 FARA. This indemnity shall extend to and include all
costs and expenses,
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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 RCN NOT GUARANTOR OR INSURER: RCN will not be liable for the payment of
any claims relating to health services provided under this agreement.
RCN is neither the insurer, guarantor, indemnifier, nor underwriter of
Medical Access Discount Card Program Qualified Participants
responsibility to pay for healthcare services rendered.
7. 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 one hundred twenty (120) days' prior
written notice.
7.3 EFFECT OF TERMINATION: Upon termination of this Agreement, neither
party shall have any further obligation hereunder except for (i)
obligations accruing prior to the date of termination, including without
limitation, any obligation by Provider to continue to provide health
care services to Qualified Participants, and (ii) obligations, promises
or covenants contained herein which are expressly made to extend beyond
the term of this Agreement.
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.
8. 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.
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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.
8.8 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 FARA may refer to RCN in informing
Participating Providers and potential Participating Providers about the
Associations, Affinity Groups, Other 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 or for the benefit of their
affiliated companies, those companies with common ownership. 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 purposes only and do not constitute substantive matter to
be considered in construing the terms of this agreement.
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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: 5/21/98 Date: 5/21/98
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