EXHIBIT 10.10
DATA DIMENSIONS, INC.
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▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel.(▇▇▇)▇▇▇-▇▇▇▇, Fax(206)▇▇▇-▇▇▇▇
IMPLEMENTATION OF
MEDICAL RECORD NUMBER
AND
CENTURY EXPANSION PROJECT
1996 CLIENT SERVICES AGREEMENT AND FINANCIAL SCHEDULE
CLIENT SERVICES AGREEMENT
Data Dimensions, Inc. (hereinafter called "DDI") and the ▇▇▇▇▇▇ Permanente
(hereinafter called "Kaiser") do hereby agree to the non-cancelable terms and
conditions stated herein.
1. SCOPE OF SERVICE, COST AND PAYMENT
DDI shall provide KAISER the services listed in the attached Schedule for the
fee(s) as listed. Payment(s) shall be made as specified therein.
2. TERM OF AGREEMENT
This agreement shall become effective on the date of execution and continue in
full force and effect until terminated as provided herein. Either party may
terminate this Agreement upon thirty (30) days written notice to the other
party, setting forth the effective date of such termination. The termination of
this Agreement shall not affect the obligations of either party pursuant to any
schedules previously executed hereunder, and the terms and conditions of the
agreement shall continue to apply to such Schedules previously executed
hereunder as if this Agreement had not been terminated.
3. INVOICES
Each invoice rendered hereunder shall describe the products and services and
show the Schedule number and charges. Payment terms are fifteen (15) days net.
If KAISER disputes any invoice rendered or amount paid, KAISER will notify DDI,
and the parties will use their best efforts to resolve such disputes
expeditiously.
4. INFORMATION
In performance of its obligations under this Agreement, KAISER, or DDI may
receive or have access to information owned or controlled by the other party
("Owner") which is proprietary or confidential. Accordingly, both parties
agree:
a) software developed by DDI during this agreement for Kaiser is ▇▇▇▇▇▇'▇
property;
b) that all such information shall be and shall remain Owner's exclusive
property;
c) to limit access to such information to only its authorized employees
who have need to know such information in the performance of their
work;
d) to inform all of its employees and agents engaged in handling such
information of the confidential character of such information;
e) to keep, and have its employees and agents keep, such information
confidential;
f) not to copy, publish, or disclose such information to others or
authorize others to copy, publish, or disclose such information
without Owner's written approval;
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g) to return promptly any copies of such information in written, graphic
or other tangible form to Owner at Owner's request; and
h) to use such information only for the purposes of fulfilling work or
services performed hereunder and for other purposes only upon such
terms as may be agreed upon between the Owners in writing.
5) SOFTWARE
In performance of its obligations under this Agreement, KAISER or DDI may
receive or have access to software owned or controlled by the other party
("Owner") which is proprietary or confidential. Accordingly, both parties
agree:
a) software developed by DDI during this agreement for Kaiser is ▇▇▇▇▇▇'▇
property;
b) that all such information shall be and shall remain Owner's exclusive
property;
c) not to copy, publish, or disclose such information to others or
authorize others to copy, publish or disclose such information without
Owner's written approval;
d) to return promptly any copies of such information in written, graphic
or other tangible form to Owner at Owner's request; and
e) to use such information only for the purposes of fulfilling work or
services performed hereunder and for other purposes only upon such
terms and compensation as may be agreed upon between the Owners in
writing.
6) ASSIGNMENT
This Agreement and each Schedule shall inure to the benefit of and be binding
upon the respective successors and assigns, if any, of the parties hereto.
Neither party shall assign its rights under this Agreement or any Schedule
hereunder without the prior written consent of the other party, which shall not
be unreasonably withheld.
7) NOTICES
Either party may change its address or communications by giving written notice
to the other party. Except as otherwise specified in the Agreement, all notices
or other communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the United States mail
and addresses as follows:
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To: Data Dimensions, Inc. To: ▇▇▇▇▇▇ Permanente
▇▇▇-▇▇▇▇▇ ▇▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attn.: Mr. ▇▇▇▇ ▇▇▇▇▇▇,
President Project Manager
8) WARRANTY
DDI warrants that it will render the services under the Agreement in accordance
with its professional standards.
9) GENERAL
Neither party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service resulting
directly or indirectly from Acts of God, civil or military authority, acts of
public enemy, war riots, civil disturbances, insurrections, accidents, fire,
explosions, earthquakes, floods, the elements, strikes, labor disputes, or any
other cause beyond the reasonable control of such party. DDI shall not be
liable to KAISER or to any third party for consequential damages, lost profits,
or the like under any circumstances, even if DDI has been advised of the
possibility of such damages or losses.
This Agreement shall be interpreted in accordance with the law of the State of
Washington.
The failure of either party to insist, in any or more instances, upon
performance of the terms, covenants, or conditions of the Agreement, or to
exercise any right hereunder, shall not be construed as a waiver or
relinquishment of the future performance of any rights, and the obligations of
the other party with respect to such future performance shall continue in force
and effect.
THE RELATIONSHIP OF DDI AND KAISER SHALL BE THAT OF AN INDEPENDENT CONTRACTOR.
NOTHING IN THIS AGREEMENT SHALL MAKE EITHER PARTY THE EMPLOYEE OR AGENT OF THE
OTHER.
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and shall supersedes all previous proposals, both
oral and written, negotiations, representations, commitments, writings,
agreements and all other communications between the parties. It may not be
released, discharged, changed or modified except by an instrument in writing
signed by a duly authorized representative of each party.
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DATA DIMENSIONS, INC. ▇▇▇▇▇▇ PERMANENTE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Health Plan Systems
Executive Vice President/CFO Practice Leader
9/26/95 9/27/95
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(Date) (Date)
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FINANCIAL INFORMATION
SCHEDULE A TO CLIENT SERVICES AGREEMENT
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▇▇▇▇▇▇ PERMANENTE - INFORMATION SERVICES
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SERVICES TO BE PROVIDED:
This schedule is to provide ▇▇▇▇▇▇ Permanente Information Technology Services
(ITS) with the services of DDI Consultants to assist ITS in the conversion of
the application systems designated in the implementation plan by Kaiser and
agreed upon by DDI. The services of DDI will be to provide the level of
effort for conversion capacity to perform the implementation plan for 1996.
The specific activities of the DDI consulting team will be:
1. Joint project management with Kaiser for the MRN/Century Expansion
Project
2. Applications conversion planning.
3. Applications analyses.
4. Architectural design for data conversion.
5. Application conversion of COBOL code, JCL, Procs and Parms for on-line
and batch systems.
6. Unit and string testing of converted modules.
7. Cross application process design and programming.
The consulting team will be supported by a DDI Managing Consultant whose
responsibility will be to provide project review, ensure quality of the
services provided, and provide project management. DDI Consultants will work
with ITS personnel to accomplish the conversion activities in the Project
Schedule (below).
PROJECT SCHEDULE
The following estimated work plan is based upon a normal work schedule (5
days/week) working in conjunction with ITS resources, from January through
December, 1996 as indicated in the appendix:
DDI Personnel: 1 - Managing Consultant 253 Days
5 - Senior Consultant 1265 Days
9 - Consultant 2277 Days
1 - Associate Consultant 253 Days
1 - Project Support 253 Days
If project acceleration is required, additional staff will be added and a
revision to the contract project schedule and cost structure will be made.
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Requirements
To execute the above tasks defined, the DDI Consultants will require desks,
telephones and workspaces and access to mainframe(s) and PC's as required in
the performance of their duties.
Cost Structure
Cost: Managing Consultant (1)
Activity 253 Days
Estimated Cost $ 316,250.
Senior Consultant (5)
Activity 1,265 Days
Estimated Cost $ 759,000.
Consultants (9)
Activity 2,277 Days
Estimated Cost $ 967,725.
Associate Consultant (1)
Activity 253 Days
Estimated Cost $ 60,720.
Project Support (1)
Activity 253 Days
Estimated Cost $ 40,480.
TOTAL COST $2,139,615.
Rates: Managing Consultant $ 1250.00/day $ 156.25/hr.
Senior Consultants $ 600.00/day $75./hr.
Consultants $ 425.00/day $53./hr.
Associate Consultant $ 240.00/day $30./hr.
Project Support $ 160.00/day $20./hr.
(Per day rates, inclusive of travel and expenses).
Terms: As per DDI Client Services Agreement and attached Financial Schedule.
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FINANCIAL SCHEDULE
Data Dimensions, Inc. commits to providing the aforementioned staffing for a
fee of $2,139,615.00. The initial monthly payment schedule has been adjusted
based on estimated staffing levels and vacation schedules. The new adjusted
fee is $2,028,160.00. The monthly payment schedule will continuously be
reviewed and adjusted after each month of the month's actual staffing level.
Data Dimensions overbilled Kaiser in 1995 by $408,000.00. Data Dimensions
agreed to reduce the monthly billing by $50,000 per invoice until this amount
was met. This tentative 1996 monthly payment schedule accounts for this
reduction of the remaining $207,172.50 which will be completed by the service
month of May, 1996 (Invoice month of Feb. 1996). The final adjusted fee is
$1,820,987.50.
The tentative monthly payment schedule, including adjustments for vacations,
sicktime and overpayment is as follows:
Adjustments
Service Month Amount (over payment) Adjusted Amount
------------- ------ -------------- ---------------
January 1, 1996 $180,720.00 ($50,000) $130,720.00
February 1, 1996 $166,420.00 ($50,000) $116,420.00
March 1, 1996 $170,705.00 ($50,000) $120,705.00
April 1, 1996 $179,180.00 ($50,000) $129,180.00
May 1, 1996 $179,180.00 ($7,172.50) $172,007.50
June 1, 1996 $162,170.00 (0) $162,170.00
July 1, 1996 $168,705.00 (0) $168,705.00
August 1, 1996 $168,705.00 (0) $168,705.00
September 1, 1996 $162,230.00 (0) $162,230.00
October 1, 1996 $187,655.00 (0) $187,655.00
November 1, 1996 $149,195.00 (0) $149,195.00
December 1, 1996 $153,295.00 (0) $153,295.00
Total: $2,028,160.00 ($207,172.50) $1,820,987.50
DATA DIMENSIONS, INC. ▇▇▇▇▇▇ PERMANENTE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Health Plan Systems
Executive Vice President/CFO Practice Leader
9/26/95 9/22/95
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(Date) (Date)
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