Exhibit 10.16
February 5, 1997, Original
March 18, 1997, Revised
Mr. Xxxxxx Xxxxxxxx
AMISYS Managed Care Systems, Inc.
00 Xxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
RE: AMISYS Managed Care Systems, Inc.
00 Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx
(Approx. 90,000 RSF)
DBI Contract #2512-R1
Dear Xx. Xxxxxxxx:
It is our understanding that AMISYS Managed Care Systems, Inc. ("AMISYS") plans
to build-out approximately 90,000 rentable square feet in the existing Building
4 at 00 Xxxx Xxxx Xxxxx xx Xxxxxxxxx, Xxxxxxxx in not more than seven (7)
construction stages. DBI Architects, P.C. ("DBI") will provide those services
requested to include the following scope of work:
ARCHITECTURAL SERVICES
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Phase I: Schematic Design
The schematic design process utilizes the direction established in the
programming analysis for the development of space planning and circulation
concepts, interior architectural concepts, furniture and systems furniture,
finish concepts and budget parameters. The objective is to diagrammatically
format the project goals. Upon AMISYS' approval of the User's Statement of
Requirements, DBI will proceed with Schematic Design during which we propose to:
A. Spot-check field conditions for conformance with the building architect's
contract documents and continue to spot-check as required.
Note: Full service field measurement has not been made part of this
proposal.
B. Prepare 1/8" = 1'- 0" scale base drawing based on the building architect's
documents and field spot-checks thereof.
C. Develop a preliminary space plan based on User's Statement of Requirements.
D. Review the preliminary space plan with AMISYS and if required, modify this
plan to arrive at a final space plan.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 2
E. Review the final space plan for compliance with the applicable building
codes, and modify final space plan as required based upon individual plan
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reviewer's requirements.
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Note: Final approval as to compliance with the code(s) is based on the
individual plan reviewer's interpretation of the code(s) at the time
of application for the permit; this is outside DBI's control.
F. Make a visual presentation of the design concept to include the following
elements:
[] Final space plan
[] Color scheme showing samples of materials and finishes.
[] Floor plan with colors illustrating carpet and other design features as
necessary.
G. Review with AMISYS preliminary budget parameters as they relate to the
design concept.
X. Xxxxxx written approval from AMISYS of the final space plan, the design
concept and the preliminary budget parameters.
Phase II: Design Development
The design development process refines the concepts formatted in the schematic
design phase. A design analysis, which details the elements of the design
criteria, and a cost estimate/budget reflecting the construction build-out is
presented. Upon AMISYS' approval of the User's Statement of Requirements and
the Schematic Design Phase, DBI will proceed with Design Development during
which we propose to:
A. Prepare 1/4" = 1'- 0" scale plans for typical offices, workstations, support
areas, etc. as required to adequately develop the final space plan.
B. Refine and develop interior architecture, finish and color selections based
on AMISYS' initial reaction to the design concept.
X. Xxxxxxx a project budget which reflects the design concept and is based on
preliminary budget parameters.
D. Make a visual presentation of certain aspects of the design concept
consisting of:
[] Definitive design drawing illustrating special area treatments and
feature designs.
[] Material, color and finish recommendations for interior surfaces.
[] Partition and equipment layouts including personnel locations for the
general
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 3
office and special areas.
[] Reflected ceiling, electrical and telephone outlet criteria, and HVAC
coordination for layout.
E. Meet with AMISYS to review the Project Schedule, and generally assist and
advise to ensure that timely decisions are made to govern subsequent work.
X. Xxxxxx written approval from AMISYS of the Design Development Phase.
Phase III: Selection and Specification of Furniture
Meetings are held with AMISYS to establish a budget, image and requirements for
the selection of any new furniture. Furniture specifications for new and/or
refurbished items are prepared based on the client's final selection.
Additionally, assistance in obtaining and evaluating bids for the procurement of
new and/or refurbished furniture is also provided.
Concurrent with the Schematic Design and Design Development Phases, DBI will
proceed with the selection and specification of new furniture to include the
following:
X. Xxxxxxx a furniture budget which reflects the design concept and is based on
preliminary budget parameters.
B. Establish furniture requirements based on need, function, performance,
budget, etc.
X. Xxxxxxx three (3) alternate schemes for private offices.
D. Review furniture selections with AMISYS to meet budget options.
E. Make a visual presentation to AMISYS consisting of the following:
[] Furniture layout options illustrating areas which require new furniture.
[] Recommended furniture and equipment items including materials, colors and
finishes, illustrations and photographs and samples.
F. Present budget options to AMISYS based on plan concept and development
options.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 4
G. Work with AMISYS to review furniture products and furniture dealers.
H. Prepare furniture plan(s) showing furniture items and their locations
throughout the space for final approval by AMISYS.
I. Prepare specifications for new furniture items, referencing manufacturer's
catalog number, and giving a description, picture, and fabric or finish
samples where applicable.
J. Assist AMISYS with securing bids from a maximum of four (4) qualified
furniture dealers for the procurement and installation of items specified.
X. Xxxxxx and advise AMISYS in the analysis of cost quotations, the content and
issuance of final contracts and purchase orders.
L. Coordinate furniture delivery with the construction schedule and project
participants.
M. Be available during the installation of new furniture items to ensure that
items are installed in the specified manner and locations.
N. Prepare a punch list of deficiencies for items related to the furniture and
furnishings trades.
O. Review corrected punch list of deficiencies and prepare, as required, one
additional punch list for furniture and furnishing items.
P. Schedule a maximum of three (3) meetings with AMISYS if required and non-
performing suppliers or contractors to establish a method of completing or
correcting deficiencies to AMISYS' satisfaction.
Q. Document all essential meetings and phone conversations with AMISYS and
furniture dealers/consultants.
Note: The furniture specifications will be based on AMISYS' approved budget.
Any revisions to the budget may result in revisions to the
specifications. This will be considered an additional service, and will
be billed on an hourly rate basis.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 5
Recommendations are made entirely with AMISYS' interest in mind. All
costs will be obtained on a competitive bid system, with all trade
discounts given to AMISYS in full. All purchasing will be by AMISYS.
Phase IV: Contract Documents
The approved design is delineated in contract documents including schedules and
legends, specifications of construction materials and methods, fully dimensioned
plans, elevations, sections and details as required to convey the intention of
the build-out of the space.
Upon AMISYS' approval of the Design Development Phase, DBI proposes to:
A. Prepare engineering package, consisting of final space plan noting special
heating, ventilating, air conditioning, and/or plumbing requirements for
M/E/P engineer to include drawings.
B. Prepare Contract Documents consisting of:
[] Title sheet with general notes, symbols and abbreviations.
[] Schedule and legend sheet.
[] Dimensioned partition plan(s) indicating room names and numbers, door
types, partition types and locations, etc.
[] Reflected ceiling plan(s) showing all lighting fixtures (indicating
special switching locations) and HVAC grill locations.
[] Telephone and electrical plan(s) showing outlet locations and noting
special equipment locations.
[] Finish plan(s) and/or schedules noting materials and their locations
throughout the space.
[] Interior elevations as required.
[] Details of special construction and millwork.
C. Prepare specifications for construction.
D. Coordinate architectural Contract Documents with engineering drawings.
E. Submit Contract Documents to AMISYS for written approval.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 6
F. Prepare required permit sets for submission for permit by general contractor
and/or permit expeditor. The cost of the permit expeditor is included in the
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fixed price of this contract.
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Phase V: Contract Administration
Contract Administration includes on-site visits to the job site to review the
build-out for accordance with the contract documents, review of shop drawings
and submittals, preparation of a punch list of items requiring completion or
repair and coordination of the installation of furnishings. During the Contract
Administration Phase, DBI proposes to:
A. Provide administrative services, to include:
[] appropriate on-site observation of construction and finishing trades, as
required, for conformance with contract documents.
[] review of shop drawings and material submissions for compliance with
contract documents, where applicable.
[] attendance at project meetings during construction, as required.
B. Prepare a punch list of deficiencies for items related to construction
trades when the project is sufficiently complete.
Note: One (1) follow-up to the punch list is included within the scope of
this proposal.
C. Attend a maximum of three (3) meetings, if required with AMISYS and non-
performing suppliers or contractors to establish a method of completing or
correcting deficiencies to AMISYS' satisfaction.
Note: DBI cannot be held responsible for any delays in the construction
schedule and/or delivery of furnishings, custom millwork, or special
finishes due to factory overloads, delivery of materials, strikes, etc.,
and cannot be held liable for third party omissions or errors not due to
our negligence or willful act.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 7
Phase VI: Phasing
Coordination of out-of-normal sequences construction operations for not more
than seven (7) phases.
Phase VII: Demolition Documents
Preparation of not more than seven (7) sets of Demolition Permit Documents for
Xxxxxxxxxx County.
ENGINEERING SERVICES
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The following entities are subcontractors of DBI Architects, P.C.:
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A. Mechanical, Electrical, Plumbing Engineering
See attached proposal dated January 16, 1997 for detailed scope of work.
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B. Data/Voice Consultant--Frontier Network Solutions Company
See attached proposal dated January 10, 1997 for detailed scope of work.
See attached proposal dated January 25, 1997 for additional services hourly
fee schedule.
C. Audio/Visual Consultant--Electro-Media Design, Ltd.
See attached proposal dated January 15, 1997 for detailed scope of work.
D. Security Consultant--CETROM Consulting Engineering, Inc.
See attached proposal dated January 24, 1997 for detailed scope of work.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 8
Additional Services, Exclusions
The following Additional Services are not included within the scope of this
proposal, except to the extent that they fall within the three (3) meetings for
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clarifications, and will be provided on an hourly rate basis.
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A. Revisions to Client-approved Statements of User Request that affect the
layout and location of space.
B. Revisions to Client-approved final Space Plan presented in Schematic Design
(other than minor modifications).
C. Revisions to Client-approved Design Development Package.
D. Revisions to Client-approved Contract Documents.
E. Preparation of and/or revisions to Contract Documents to reflect extensive
alternate pricing or repricing from the contractors, manufacturers,
suppliers and/or dealers.
F. Any additional services caused by default of the contractor, manufacturers,
suppliers and/or dealers, or any additional services caused by major defects
in the work.
G. Extensions and/or delays to project schedule.
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 9
Professional Compensation
DBI proposes to provide the scope of services based on the Fee Summary in
Attachment "A". We will invoice monthly based on the percentage of work
completed the previous month.
Hourly Rate Schedule
Any services not listed in the Scope of Services will be billed hourly. Any
revisions to the client approved Statement of Requirements during the space
planning that affect the layout and location of space will be considered an
additional service. Likewise, any changes and/or revisions to drawings,
documents, etc. after client approval will also be considered an additional
service.
Our professional fees for additional services will be based on the following
hourly rates:
Principal/Vice President $160.00 per hour
Project Director $130.00 per hour
Senior Architect/Project Manager $110.00 per hour
Senior Designer $105.00 per hour
Project Designer $75-85.00 per hour
CADD Architect $65-75.00 per hour
Interior Architect / Designer $45-70.00 per hour
We guarantee the above rates for the duration of the project which is projected
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to be March 1, 1997.
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Terms and Conditions
Billings shall be rendered monthly and are due within thirty (30) days; an
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interest charge of one percent (1%) per month shall be applied to past due
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xxxxxxxx, except those which AMISYS has requested additional information.
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AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 10
DBI reserves the right to stop all work should payment of invoices become
delinquent. In the event that either party shall initiate litigation or
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collection efforts due to the other party's failure to fulfill any of the
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obligations hereunder, the prevailing party shall be entitled to recover all
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costs of such litigation or collection efforts including attorney's fees.
Our standard invoice format will be provided for review prior to the
commencement of work, if requested. Any modifications necessary for your
records will require additional programming and will be invoiced at the standard
hourly rates.
In addition to the professional consulting fees, DBI is to be reimbursed for
blueprints and other reproduction expenses, messenger services, facsimile
transmissions, travel and out-of-town living expenses. These expenses will be
invoiced separately at 1.15 of actual cost, as costs are accumulated. Mileage
will be invoiced at $0.31 per mile.
All DBI work product undertaken for AMISYS including, but not limited to, all
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blueprints, drawings and plans, shall be provided to AMISYS upon request.
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Additional Services Available at Standard Hourly Rates
Base Building Services
Pre-design analysis
Work letter development
Lobby, public area, and elevator design
Budget and cost estimating
Construction administration and site visits
Preparation of punch list
Graphics Services
Prototypical space plans
Leasing brochures
Signage and graphics
Renderings, models, photography
Supplementary Services
Artwork programs
Plant supply and maintenance programs
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 11
The above Contract represents the entire agreement between DBI Architects, P.C.
and AMISYS Managed Care Systems, Inc. and supersedes all prior negotiations,
representations or agreements written or oral concerning the scope of work
stated herein.
The above Contract may be assigned by AMISYS Managed Care Systems, Inc. to a
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successor in interest to its assets.
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The parties hereto may terminate this Agreement at any time prior to the full
completion of services described herein by written instrument, which in the case
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of DBI must indicate just cause for such action.
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If this Agreement meets with your approval, please sign the enclosed copy and
return it as our authorization to proceed.
We thank you again for this opportunity.
Presented By:
_________________________________________________
Xxxxxxx X. Xxxxxxxxx, A.I.A. Date
Principal
Accepted By:
_________________________________________________
Xxxxxx Xxxxxxxx Date
Vice President, Chief Financial Officer
AMISYS Managed Care Systems, Inc.
KWC/gr
2512-R1.CNT \M3AR
AMISYS Managed Care Systems, Inc. ATTACHMENT A - Revised 3/10/97 DBI Architects, P.C
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30 WEST XXXX DRIVE
FEE SUMMARY
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ARCHITECTURE MEP ENGINEER * D/V ENGINEER * A/V CONSULT
DESCRIPTION DBI Architects, P.C. CETROM Frontier NS Electro-Media Des
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UNIT FIXED FEE UNIT FIXED FEE UNIT FIXED FEE UNIT FIXED FEE
===================================================================================================================================
SCHEMATIC DESIGN $ 0.29 $ 26,250 $ 0.05 $ 4,375 $ - $ - $ - $ -
DESIGN DEVELOPMENT $ 0.39 $ 35,000 $ 0.05 $ 4,375 $ 0.03 $ 3,000 $ 0.04 $ 4,040
CONSTRUCTION DOCUMENTS $ 0.83 $ 74,375 $ 0.39 $ 35,000 $ 0.09 $ 8,250 $ 0.05 $ 4,120
CONSTRUCTION ADMINISTRATION $ 0.58 $ 52,500 $ 0.24 $ 21,875 $ 0.04 $ 3,750 $ 0.04 $ 3,790
FURNITURE $ 0.97 $ 87,500 $ - $ - $ - $ - $ - $ -
PHASING $ 0.49 $ 43,750 $ 0.24 $ 21,875 $ - $ - $ 0.01 $ 900
DEMOLITION DOCUMENTS $ 0.15 $ 13,125 $ 0.15 $ 13,125 $ - $ - $ - $ -
===================================================================================================================================
TOTAL FEE $ 3.69 $ 332,500 $ 1.12 $ 100,625 $ 0.17 $ 15,000 $ 0.14 $ 12,850
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CONTRACTED THROUGH DCS Ltd. (1/6/1997) $ 74,315 $ 458 $ - $ -
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DBI Architects, P.C. FEE $ 258,185 $ 100,167 $ 15,000 $ 12,850
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*SECURITY CONS TOTAL
CETROM
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UNIT FIXED FEE UNIT FIXED FEE
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SCHEMATIC DESIGN $ - $ - $ 0.34 $ 30,625
DESIGN DEVELOPMENT $ 0.04 $ 3,675 $ 0.56 $ 50,090
CONSTRUCTION DOCUMENTS $ 0.04 $ 3,675 $ 1.39 $ 125,420
CONSTRUCTION ADMINISTRATION $ 0.15 $ 13,475 $ 1.06 $ 95,390
FURNITURE $ - $ - $ 0.97 $ 87,500
PHASING $ 0.04 $ 3,675 $ 0.78 $ 70,200
DEMOLITION DOCUMENTS $ - $ - $ 0.29 $ 26,250
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TOTAL FEE $ 0.27 $ 24,500 $ 5.39 $ 485,475
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CONTRACTED THROUGH DCS Ltd. (1/6/1997) $ - $ 74,773
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DBI Architects, P.C. FEE $ 24,500 $ 410,702
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RENTABLE AREA 90,004 SF
* Fee allocation revised 3/10/97. Total fee amounts do not change.
