MEDVIEW SERVICES, INCORPORATED
NETWORK ACCESS AGREEMENT
THIS NETWORK ACCESS AGREEMENT (the "Agreement") is made this 1ST day of
DECEMBER, 1997 ("Effective Date"), and is by and between MEDVIEW SERVICES,
INCORPORATED Florida corporation ("MedView"), and ROCKPORT COMMUNITY NETWORK,
INC., a HOUSTON, TEXAS corporation ("Company"), together referred to
hereinafter as the "parties."
WHEREAS, MedView has developed and operates health care provider networks
comprised of primary care physicians, specialists, hospitals, pharmacies,
ancillary health care professionals and other health care providers which
have contracted with MedView to provide health care services to Subscribers
who are referred through the Network(s); and
WHEREAS, commencing on the Effective Date and continuing until the
expiration or termination of this Agreement, MedView agrees to grant Company
access to all or certain portions of its Network(s) and its negotiated
Network Provider rates, for the purpose of facilitating the provision of
health care services to Subscribers.
NOW, THEREFORE, in consideration of the following terms and conditions and
the mutual covenants contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 "Client" means a person or entity which has authorized Company to
enter into a network access agreement for the benefit and on behalf of such
Client and (a) that is responsible to pay for Covered Services provided to
Subscribers ("Payor") or (b) that has been authorized by a Payor, as such
Payor's third party administrator or contractor to Payor ("Contractor") to
administer or reprice claims or (c) where Company is an insurer, Client is
its insured.
1.2 "Covered Services" means those medically necessary health care
services, medications, equipment and supplies to which a Subscriber is
entitled in accordance with applicable law or pursuant to a Health Benefits
Program.
1.3 "Networks" means the preferred provider programs and health care
delivery systems developed and/or operated by MedView.
1.4 "Network Providers" means health care professionals, such as primary
care physicians, specialists, ancillary providers, hospitals, clinics and
other health care facilities, that have directly or indirectly contracted
with MedView to participate in its Network(s).
1.5 "Service Area(s)" in the context of Covered Services means those
geographic areas in which MedView has established Network(s), and which are
identified by Company on Attachment I as areas in which MedView's Network(s)
will be accessed hereunder.
1.6 "Subscriber" means a person eligible to receive health care benefits
by reason of an injury suffered by Subscriber in the course of Subscriber's
employment or pursuant to Subscriber's group health or automobile medical
insurance or a health care benefits plan or program sponsored or provided by
Company or a Company Client ("Health Benefits Program").
2. MEDVIEW'S OBLIGATIONS
2.1 MedView shall require that its Network Providers be, and at all times
during the term of this Agreement, remain authorized and duly licensed to
provide Covered Services to Subscribers, and shall provide
evidence of such licensure to Company upon its reasonable request.
2.2 MedView shall contract with Network Providers which have appropriate
professional credentials, including but not limited to, unrestricted
admitting privileges at a Network Provider hospital, and shall require them
to maintain malpractice insurance coverage in such amounts as are consistent
with industry and community standards. MedView shall be responsible for
credentialing and re-credentialing Network Providers, and by requiring
Network Providers to submit copies of current medical licenses and
certificates of malpractice insurance, board specialty and DEA privileges. A
copy of MedView's current Network Provider credentialing standards and
criteria is attached hereto as Attachment II.
2.3 MedView shall contract with Network Providers which have agreed to
provide Covered Services to Subscribers substantially in accordance with the
terms of this Agreement. MedView will require Network Providers to perform
Covered Services for Subscribers in the same manner and pursuant to the same
professional medical standards offered to all of their patients, and such
providers shall provide said services in the most efficient and prompt manner
available, including giving priority attention to the scheduling of
Subscribers' medical services.
2.4 MedView will further require Network Providers to agree not to
differentiate or discriminate in the treatment of Subscribers or in the
quality of services delivered to Subscribers on the basis of race, sex, age,
religion, place of residence, health status or source of payment.
2.5 MedView shall provide, on a monthly basis or more frequently as
reasonably required by Company, updated information in a mutually acceptable
format regarding Network Provider effective dates and termination dates,
current listings of Network Providers, including names, billing addresses,
facility office addresses, telephone numbers, tax identification numbers, and
in the case of physicians, their specialties, and, where Company is
performing repricing, Network Provider contract rate information, and any
other relevant information known to MedView about the Network Providers in
its Network(s).
2.6 MedView shall continue to develop its Network(s) in ways which ensure
that the Network Provider mix can provide a full range of providers in
sufficient numbers and specialties to meet the needs of Clients in the Service
Area(s).
3. COMPANY'S OBLIGATIONS
3.1 Company shall use its best efforts to notify MedView no less than
thirty (30) days prior to the implementation date of a new Client to allow
for adequate Network Provider communications and verification of Clients'
implementation information.
3.2 Company shall identify MedView's Network(s) by using MedView's name on
Subscriber identification cards, and Network Provider directories. Company
shall use, or require Clients' use of, MedView's logos and stylized service
marks on Subscribers' identification cards and Network Provider directories
to ensure Network recognition. Company may not otherwise use MedView's names
and trademarks without its prior written permission.
3.3 Company shall ensure that all Clients seeking access to MedView's
Network(s) for group health purposes, shall have established and implemented,
prior to the initiation and for the duration of access to MedView's
Network(s), tangible steering mechanisms designed to direct Subscribers to
Network Providers ("Steering Mechanisms"). These Steering Mechanisms shall
include Plan Design, or comparable financial incentives and/or discentives
program, and the issuance and required use by Subscribers of identification
cards, and may also include distributing Network Provider directories to
Subscribers, the use of wall cards, and educating Subscribers on, and
encouraging the use of, toll-free referral telephone numbers. Company
acknowledges and agrees that Network Provider contract rates may not apply to
claims for group health Covered Services where Clients have failed to
implement Steering Mechanisms.
3.4 Company shall promptly, but in no event later than ten (10) days
after Company learns of such claims, notify MedView in writing of any
disputes regarding adjustments to Network Provider bills, including any and
all claims, demands or lawsuits threatened or brought against Company,
Company Clients or Subscribers relating to Covered Services provided
hereunder. Company shall thereafter promptly provide MedView with all
information and documents relevant to the dispute, and shall allow MedView
the opportunity to intervene in an attempt to resolve such disputes or claims.
3.5 Company must print its own Network Provider directories or
purchase same from MedView at MedView's cost plus ten percent (10%).
3.6 Company agrees to make full and adequate disclosure of all facts
required by state and federal statutes and regulations to be disclosed to all
of its employer and plan administrators Clients utilizing MedView's
Network(s).
3.7 Company shall, on behalf of Company Clients, collect and remit
payment to Network Providers promptly and within the time mandated by
applicable law. Company acknowledges and agrees that Network Provider
contracted rates may not apply to Network Provider bills paid more than
thirty (30) days after the date the xxxx is submitted by the Network Provider
for payment.
3.8 Company shall use its best efforts to encourage Company Clients to
utilize MedView's Network(s) in all Services Area(s) in which they have
business facilities, employee sites or insureds.
3.9 Company shall promptly pay MedView's access fees in accordance
with Section 5 herein.
4. NETWORK ACCESS
4.1 MedView shall facilitate the provision of Covered Services by
Network Providers at such times, and in such locations within the Service
Area(s), as shall be necessary for the prompt and proper rendition thereof,
in order to fulfill its obligations under this Agreement. The scope of
Network access to be provided to Company hereunder shall be as outlined on
Attachment III.
4.2 The lines of Health Benefits Program business for which Company
shall have access to MedView's Network(s) are described on Attachment IV.
4.3 MedView has the right to offer Network access to any Client in any
service area in which Company has not accessed MedView's Network(s) hereunder.
4.4 The right of Network access established herein shall not be
construed to permit Company to afford direct or indirect access to MedView's
Network(s) to other health care networks or managed care organizations,
unless Company obtains MedView's prior written consent to such secondary
Network access.
5. NETWORK ACCESS FEES
5.1 As compensation to MedView for Company's access to its Network(s),
MedView shall be entitled to receive from Company the Network access rates
referenced on Attachment V.
5.2 For purposes of this Agreement, "Savings" shall be defined in the
context of workers' compensation business as (a) in fee schedule states, the
difference between the state-mandated fee schedule and the Network Provider
contracted rate, and (b) in non-fee schedule states, the difference between
the billed charge and the Network Provider contract rate. "Savings" shall be
defined in the context of other lines of Health Benefits Program business as
the difference between billed charge and the Network Provider contracted rate.
5.3 Network access fees applicable to Company shall remain in effect
during the initial year of the term of this Agreement, and thereafter shall
be subject to adjustment on an annual basis on the anniversary of the
Effective Date by mutual written agreement of the parties.
5.4 Network Provider xxxx repricing will be preformed by the party
specified in Attachment VI, and will be performed in accordance with the
criteria referenced therein.
5.5 Company shall, within thirty (30) days after the close of any
month in which Covered Services are provided to Subscribers, remit the
appropriate access fee to MedView. In the event Company fails to remit the
appropriate access fee within said thirty (30) day period, (a) a late charge
of five percent (5%) of the outstanding monthly access fee shall be attached,
and (b) interest shall accrue on the outstanding balance from the due date at
the highest rate allowed by law. In the event late charges are deemed to be
interest and the aggregate of accrued interest and late charges exceed the
highest rates then allowed by Michigan law, the aggregate of interest and
late charges shall be reduced to comply with Michigan usury statutes
currently in effect.
6. GENERAL PROVISIONS
6.1 CONFIDENTIALITY. The parties agree to preserve as confidential the
other parties' trade secrets, Client lists and rates, Network Provider data
base information and contracted rates, software, systems and data processes,
plans and procedures, confidential marketing, pricing and Network Provider
rate information (collectively "Confidential Information"). Except with the
express written consent of the protected party, the other party shall not
disclose to others or take or use for its own purposes or the purposes of
others at any time, any Confidential Information which may have been or may be
obtained by it by reason of its relationship with the protected party. This
provision shall not apply to information which is commonly known or otherwise
in the public domain.
6.2 INDEMNIFICATION. Each party shall indemnify and hold the other
harmless from and against any and all claims, losses, liabilities, damages,
costs, penalties, interest and expenses, including reasonable attorneys' fees
arising from such party's actions or omissions regarding its obligations
under this Agreement. Further, Company shall indemnify and hold MedView
harmless from any claims by Network Providers or other third parties arising
from or relating to Company's failure to fully comply with its obligations
pursuant to Section 3.3 herein or Company Clients' failure to utilize
financial incentives programs in the context of group health business.
Notwithstanding the foregoing provisions, no party shall be liable to the
other party nor provide any indemnification protection whatsoever regarding
claims of professional negligence by patients against or involving Network
Providers.
6.3 NONSOLICITATION. Company agrees that, for so long as Company is
accessing MedView's Network(s) pursuant to this Agreement, Company shall not
directly or indirectly communicate with Network Providers for the purpose of
negotiating with such Network Providers to enter into preferred provider
organization or manage care organization contracts with, or on behalf of,
Company.
6.4 LIABILITY INSURANCE. MedView and Company agree to obtain and keep
in force all appropriate insurance coverages, with limits that are reasonable
and customary for their businesses to cover liabilities and claims which may
arise in relation to or in connection with this Agreement.
7. TERM AND TERMINATION
7.1 This Agreement shall commence on the Effective Date and shall
continue in full force and effect for a period of one (1) year, subject only
to the early termination provisions of Section 7.2. It shall thereafter
automatically renew for successive one (1) year periods unless the party
seeking not to renew gives written notice to the other at least ninety (90)
days prior to expiration of the then-current term. Termination of this
Agreement shall not relieve either party of its obligations which arose prior
to the effective date thereof.
7.2 Either party may terminate this Agreement (i) without cause upon
giving one hundred eighty (180) days prior written notice to the other, or
(ii) if either party materially breaches this Agreement in any manner, and
such breach continues for a period of thirty (30) days after written notice
is given to the breaching
party, specifying the nature of the breach and requesting that it be cured.
8. MISCELLANEOUS
8.1 INDEPENDENT CONTRACTOR. MedView and Company are, and shall at all
times during the term of this Agreement remain, independent contractors for
purposes of this Agreement.
8.2 ASSIGNMENT. This Agreement cannot be assigned by either party
without the mutual written consent of the other parties.
8.3 NO THIRD PARTY BENEFICIARIES. Nothing contained herein shall be
construed to give any person other than the parties hereto any legal or
equitable right, remedy or claim, under or with respect to this Agreement.
8.4 GOVERNING LAW, JURISDICTION AND VENUE. The terms of this Agreement
shall be governed by and construed in accordance with the laws of the State
of Michigan, and the parties hereto consent to jurisdiction and venue in the
state and federal courts located in Oakland County, Michigan.
8.5 SURVIVAL. The provisions of Sections 5.5, 6.1, 6.2, 6.3 and 8.7
shall survive the termination of this Agreement.
8.6 ENTIRE AGREEMENT; AMENDMENTS. This Agreement and all attachments
and other documents furnished pursuant to this Agreement, and expressly made
a part hereof, shall constitute the entire agreement relating to the subject
matter hereof betweeen the parties hereto. No modifications, waivers or
amendments shall be effective unless in writing and signed by both parties.
8.7 ATTORNEYS' FEES. In the event of any litigation between the
parties to enforce any provision of this Agreement or to protect or establish
any right or remedy of any party hereunder, the prevailing party shall be
entitled to an award of legal fees and costs of proceedings, including but
not limited to reasonable attorneys' fees, expert witness fees, and legally
recoverable expenses iuncurred by such prevailing party in connection with
such dispute.
IN WITNESS WHEREOF, authorized representatives of the parties have
confirmed the Agreement of the parties to the foregoing terms as of the date
first set forth above by affixing their signatures below.
MEDVIEW: COMPANY:
MEDVIEW SERVICES, INCORPORATED ROCKPORT COMMUNITY NETWORK, INC.
By: /s/ [Illegible] By: /s/ Xxxxxxx X. Xxxx
---------------------------- --------------------------------
Its: Sen R.V.P. Its: President
--------------------------- ----------------------------
ATTACHMENT I
Service Area(s)
NATIONAL SERVICE AREA
ATTACHMENT II
MedView's Credentialing Requirements
- Valid and current DEA certificate
- Valid, current and sufficient medical malpractice coverage as follows:
$100,000/$300,000 for Internal Medicine, Pediatrics, General
Practice and Family Practice (not practicing Obstetrics). All other
providers must carry $1,000,000/$3,000,000 or as dictated by the
medical staff bylaws of participating hospital.
- Valid and current medical license
- No recorded conviction or charge of a criminal offense
- No recorded expulsion or suspension from receiving payment under Medicare
or Medicaid programs
- No recorded revocation or limitation of medical license
- Willingness to participate in review functions of utilization review and
quality assurance programs
- Admitting privileges to, and be in good standing with, a hospital
- No involuntary reduction or scope of admitting privileges at any hospital
- Never been subject to any medical staff monitoring or special review
activity of public record or reasonably discoverable upon proper inquiry
- Each hospital who is a provider shall be and shall remain accredited by
the JCAHO
Credentialing Process
1. Provider completes application and forwards to MedView.
2. Provider application is reviewed by the provider relations staff. Any
providers with a history of litigation are sent to the medical director for
review.
3. Upon receipt of provider credentialing approval, the facilities are visited
and equipment, facility inspection and staffing levels are observed.
4. Contracted facilities receive periodic visits to verify that facilities
continue to meet MedView standards, following network inclusion.
5. All providers are re-credentialed every two years.
ATTACHMENT III
SCOPE OF ACCESS
CLIENT SPECIFIC EXCLUSIVITY
A. CLIENTS.
The scope of Company's permitted access to MedView's Network(s) shall
extend to permit the following Clients or classes of Clients to have access
to MedView's Network(s), for the lines of business referenced on Attachment IV:
CHECK ALL THAT APPLY:
TYPES OF CLIENTS
/ / Participating Employer Insureds (WHERE COMPANY IS AN INSURANCE
COMPANY)
/ / Member Employer Groups (WHERE COMPANY IS A SELF-INSURANCE FUND OR
PURCHASING GROUP)
/X/ Employer Clients (WHERE COMPANY IS A XXXX REVIEW COMPANY OR A THIRD
PARTY ADMINISTRATOR)
/ / Employer Clients
/ / Units, Divisions or Branch Officers of Employer (WHERE COMPANY IS A
SELF-INSURED EMPLOYER)
B. CLIENT EXCLUSIVITY.
During the term of this Agreement, the Company shall use its best efforts
to promote the selection of the MedView Network(s) to Company Clients in the
Service Area(s), and such other service areas as the parties may, from time
to time, agree to access. Each Company Client which accesses MedView's
Network(s) hereunder shall exclusively utilize the MedView Network(s) in the
Service Area(s) accessed to the extent this is subject to Company's control.
Stated another way, once a Company Client determines to access MedView's
Network in a particular Service Area, said Client must agree to abide by
MedView's requirements herein relating to exclusivity, and shall be prohibited
from accessing any network other than MedView's Network in the accessed
Service Area for the duration of the term of the Company's access to the
MedView Network. In the event a Company Client fails to abide by this
exclusivity requirement, Company shall immediately terminate Network access to
such Client.
ATTACHMENT IV
HEALTH BENEFITS PROGRAM LINES OF BUSINESS
CHECK ALL THAT APPLY:
/X/ Workers' Compensation
/X/ Group Health
/ / Automobile Medical (including personal injury protection, assigned
risk, but not to include uninsured motorist coverage or assigned
claims)
/ / General Liability
ATTACHMENT V
NETWORK ACCESS RATES
WORKERS' COMPENSATION
Company shall pay EIGHTEEN percent (18%) of Savings for Network access
for workers' compensation business.
ATTACHMENT V
NETWORK ACCESS RATES
GROUP HEALTH
Company shall pay N/A ($._____) per member per month ("PMPM") for
hospital only access and SEE BELOW cents ($._____) PMPM for hospital and
other provider access, where the Company's Client's method of payment is
based upon capitated payments and EIGHTEEN (18%) of Savings for hospital and
other provider access, where Company's Client's method of payment is based on
percentage of Savings and such Client has a Plan Design in place.
NUMBER OF LIVES PEPM
--------------- ----
0 - 25,000 $2.50
25,001 - 50,000 2.35
50,001 - 100,000 2.25
100,000 + 2.00
ATTACHMENT VI
NETWORK PROVIDER XXXX REPRICING
COMPANY REPRICES
1. In the event, upon prior written notice to MedView, Company
requests to perform Network Provider xxxx repricing, Company must be
preapproved by MedView, and must satisfy MedView's attached minimum
repricing, audit and data field requirements, including criteria for
identification of Network charges, savings, compensable claims and other data.
2. Company must provide to MedView monthly cost savings and
utilization review reports as outlined in the attached repricing criteria.
3. Company shall be required to attach an Explanation of Benefits
("EOB") for each Network Provider xxxx which identifies the MedView Network
and which indicates the Network Provider, the billed charges and adjustments.
4. Clients and Company shall identify MedView (using MedView's logo)
and Company on Subscriber group health identification cards, EOBs and Network
Provider directories to ensure Network Provider recognition. MedView's names
and trademarks may not otherwise be used without its prior written permission.
5. Company shall perform repricing of claims in Service Area(s) with
the Network and Provider appropriately identified.
6. Company agrees that the Network Provider data bases of MedView that
are in the possession of the Company cannot be released by the Company to its
Clients. Provider data bases audits will be accomplished by MedView with
notification to the Company no less than fifteen (15) days in advance of the
date on which it desires to undertake the audit. Audits shall be performed no
more frequently than once each quarter, unless MedView identifies substantive
issues which may negatively impact MedView or its Network. Audits may be
performed as frequently as needed to ensure that the Company is meeting
operational standards. The audit shall be conducted entirely at the auditing
party's expense, and will be coordinated through the Company's offices to
accommodate Client confidentiality and competitive sensitivities.
