Exhibit 10.5
CONTRACT TO
GREAT EARTH DISTRIBUTION, INC.
PREPARED BY
XXXXXXXXXX PHARMACEUTICAL DISTRIBUTION, INC.
October 13, 1992
AGREEMENT
Agreement made this 4th day of November, 1992, between Xxxxxxxxxx
Pharmaceutical Distribution, Inc., a Delaware Corporation, having its principal
place of business at 00000 Xxx Xxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, 00000,
hereinafter referred to as "LPDI," and GREAT EARTH DISTRIBUTION, INC., a
California corporation, having its principal place of business at 000 Xxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxx, 00000, hereinafter referred to as "GEDI."
WITNESSETH
WHEREAS, LPDI is in the business of warehousing and shipping of
pharmaceutical products; and
WHEREAS, GEDI wishes to utilize the services of a third party warehouse for
certain of its warehousing requirements; and
WHEREAS, LPDI is willing to provide leased facilities adequate for the
needs of GEDI; and
WHEREAS, GEDI wishes to avail itself of LPDI's warehousing services and
wishes to utilize LPDI's leased facilities.
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, it is agreed as follows:
ARTICLE I. DEFINITIONS
1. "Territory" will include those states in Exhibit "A" which is attached
hereto and made a part hereof.
2. "Products" will mean, individually and collectively, products to be
marketed by GEDI.
3. "Leased Premises" will mean the warehouse facilities operated by LPDI
at 00000 Xxx Xxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, 00000.
ARTICLE II. OBLIGATIONS OF LPDI
1. LPDI will receive and warehouse GEDI products in Leased Premises.
1.1 LPDI will maintain written documentation attesting to the proper
storage of GEDI Products.
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1.2 LPDI will provide adequate security and handling to avoid loss or
damage to GEDI Product while in the possession of LPDI.
1.3 LPDI will assure that it complies with all requirements of local,
state and federal government, and agencies having jurisdiction
over GEDI Products and their storage in LPDI's facility including
Good Manufacturing Practices requirements promulgated under the
federal Food Drug and Cosmetic Act; the Drug Enforcement Agency;
the Environmental Protection Agency the Occupational Safety and
Health Administration; and the Department of Transportation.
2. In response to orders received from or on behalf of GEDI, LPDI will
pick, pack and ship as specified below:
2.1 For each order received LPDI will pick, pack, and ship the order
within 24 to 48 hours.
2.2 LPDI will pick the quantity and type of GEDI Products ordered
utilizing stock rotation based on expiration dating (shortest
dated Products shipped first).
2.3 LPDI will package and ship GEDI Products in compliance with all
regulations of the Department of Transportation, Food and Drug
Administration, and any other applicable agencies.
2.4 Upon request, LPDI will include in each package a flyer or other
promotional material supplied by GEDI.
2.5 For each shipment, LPDI will prepare a multi-part shipping
invoice, one part of which will be a packing list enclosed with
the package, and two parts of which will be an invoice mailed in
a separate envelope to the customer's "xxxx to" address, two
copies will be sent to GEDI.
2.6 At the end of each work day, LPDI will prepare and forward to
GEDI reports summarizing orders received and shipments completed
during the day either via fax or electronically.
2.7 Non Great Earth bulk orders to be cross docked will be
periodically received and shipped or held for customer pick-up.
2.8 Invoices will be sent via Federal Express two times per week on
Mondays and Thursdays until this can be done electronically.
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2.9 Backorder shipments will be shipped with the next regular
customer order.
3. LPDI will maintain accurate current inventory records, provide GEDI
daily and monthly activity reports, and perform for the benefit of GEDI all
other duties commonly performed by a pharmaceutical industry warehouse.
3.1 LPDI will provide one physical inventory per year at no expense
to GEDI.
3.2 LPDI will provide a dedicated customer service clerk.
3.3 LPDI will provide warehouse and management personnel required to
service GEDI's distribution fulfillment needs.
4. Upon 24 hours advance notice, LPDI will allow GEDI personnel or its
lenders to perform physical inventory audits of GEDI Products in LPDI's
possession at any time during normal working hours.
5. LPDI will initiate the services specified above within 90 days from
signing of a formal contract.
6. LPDI will communicate with GEDI immediately upon knowledge that any
goods are in a form unacceptable for shipping out to customers.
7. Returned goods will be shipped to LPDI.
8. LPDI will, with the landlords approval and at GEDI's expense, provide
a sign reading "Great Earth Distribution".
9. LPDI shall visually inspect each inbound shipment of the Products and
make a quality control evaluation of each shipment. In the event that any
shipment, in whole or part, is defective or shall have been packaged or shipped
under conditions which do not comply with then applicable FDA requirements which
is evident from visual inspection, LPDI shall give prompt notice thereof to
GEDI, specifying the manner in which such shipment is defective. LPDI shall not
dispose of any nonconforming shipment of the Products without prior written
authorization and instructions from GEDI.
10. Inspection by government agencies: LPDI shall promptly notify GEDI of
any inspection by a federal, state, or local regulatory representative
concerning the Products and shall provide GEDI a summary of the results of such
inspections and of the actions, if any, taken to remedy conditions cited in such
inspections.
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ARTICLE III. OBLIGATIONS OF GEDI
1. GEDI will:
1.1 deliver quantities of Products to LPDI at the Leased Premises
during normal working hours;
1.2 endeavor to maintain a satisfactory supply of its Products with
LPDI at all times to meet the demands of GEDI's customers:
1.3 deliver Products for storage properly marked and packaged
including a manifest showing sizes or specific stock keeping
units;
1.4 be responsible for the procurement, marketing and sale of the
Products;
1.5 be fully and solely responsible for ensuring that the Products
comply with all federal, state, local and other laws and
regulations including, without limitation, those with respect to
safety, labeling and advertising;
1.6 be responsible to its customers for all warranties express or
implied with respect to the Products;
1.7 collect any and all amounts due on invoices for Products in
respect of which LPDI provides services hereunder; and
1.8 pay the fees and expenses enumerated in Exhibit I and perform all
of its other obligations under this Agreement.
2. Title to and ownership of the Products of GEDI in possession of LPDI
will always be vested in GEDI and subject to its discretion and control. Title
and ownership will pass directly to the purchaser of the Products and all
proceeds derived or credits arising therefrom will be the sole property of GEDI.
3. During the term of this Agreement, warehouse services to be performed
in the Territory will be performed solely by LPDI.
4. GEDI recognizes the rights of LPDI as a public warehouse.
ARTICLE IV. INSURANCE AND INDEMNIFICATION
1. GEDI will maintain in effect during the term of this Agreement,
adequate Products liability insurance on the Products and insuring GEDI's
contractual liability to indemnify LPDI hereunder, designating LPDI as an
additional named insured.
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2. GEDI will indemnify, defend, and hold harmless LPDI, its affiliates,
directors, officers, agents and employees from any and all claims, demands,
actions, causes of action, losses, judgements, damages, costs or expenses
(including, but not limited to, attorney's fees, court costs and costs of
settlement) whatsoever in connection with the Products, unless it resulted from
the negligence, willful misconduct or fraud by LPDI.
3. GEDI will maintain comprehensive insurance sufficient to cover the
replacement value of Products in the possession of LPDI.
4. LPDI will maintain the following insurance coverage:
4.1 Workmen's Compensation in an amount sufficient to comply with the
statutory requirements of the State of California.
4.2 Warehouse and legal liability in the aggregate amount of
$15,000,000. GEDI acknowledges that this insurance covers the
total contents of the Leased Premises including the Products and
the Products of persons other than GEDI to whom LPDI is also
providing warehouse services.
4.3 LPDI shall maintain, at its sole expense, and at all times during
the term of this agreement, a comprehensive general liability
policy for bodily injury or property damaged for any one
occurrence or series of occurrences arising out of one cause.
The policy shall also cover liabilities specifically assumed
under this Agreement.
5. LPDI will indemnify, defend, and hold harmless GEDI, and the
affiliates, directors, officers, agents and employees of either from any and all
claims, demands, actions, causes of action, losses, judgments, damages, costs or
expenses (including, but not limited to, attorney's fees, court costs and costs
of settlement) whatsoever in connection with the misconduct or fraud by LPDI.
6. LPDI will be liable for loss of or injury to all Products while under
its care, custody, and control when caused by its failure to exercise such care
in regard to them as a reasonably careful man would exercise under like
circumstances. LPDI will not be liable for damages which could not have been
avoided by the exercise of such care provided. It is agreed liability will be
limited to the manufactured cost of goods of GEDI.
7. In the event of any loss or damage to any of the Products, except as
otherwise provided in Article IV, paragraph 6, both parties will look solely to
the proceeds of any applicable insurance obtained by GEDI and LPDI unless such
loss or damage is caused by the willful misconduct of one of the parties.
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ARTICLE V. INVENTORY TAXES
1. GEDI will bear the expense of any inventory taxes that might be
assessed on its Products from time to time.
ARTICLE VI. RIGHT TO INSPECTION
1. GEDI may, upon reasonable prior written notice to LPDI and under the
supervision of LPDI, inspect the Leased Premises during normal working hours at
any time during the term of this Agreement provided that the inspection does not
disrupt normal warehouse operations.
ARTICLE VII. AMENDMENT AND ASSIGNMENT
1. This Agreement is the entire understanding of the parties and it
hereby supersedes any and all previous understandings, whether written or oral,
with respect to the subject matter hereof. The terms, conditions and provisions
of this Agreement will prevail over any inconsistent statements, terms,
conditions or provisions contained in any documents passing between the parties
hereto including, but not limited to, any acknowledgment, confirmation or
notice. This Agreement may not be amended, supplemented, or otherwise modified
except by an instrument in writing executed by the parties hereto.
2. This Agreement will inure to the benefit-of the parties and to the
successors and assigns of that part of the business of each of the parties to
which the subject matter of this Agreement is related. This Agreement, or any
rights thereunder, will not be otherwise sold, assigned, transferred or
encumbered by either party hereto without first obtaining the written consent of
the other party. Such consent will not be unreasonably withheld for any reason.
ARTICLE VIII. FORCE MAJEURE
1. Each party to this Agreement will be excused from the performance of
its obligations hereunder to the extent that such performance is prevented by
Force Majeure, and such excuse will continue for so long as the condition
constituting the Force Majeure continues. For the purposes of this Agreement,
"Force Majeure" means conditions beyond the control of a party, including but
not limited to, acts of war, regulations of government bodies, labor
difficulties, shortages of materials, riot, fire, flood, hurricane, windstorm,
and other acts defined as Force Majeure in the laws of the State of California.
However, if the Leased Premises at any time are subject to a condition
constituting Force Majeure such that LPDI is unable to fulfill its obligations
under this Agreement, LPDI will give immediate written notice thereof to GEDI
and will use its best efforts to promptly obtain and use other warehousing
facilities reasonably acceptable to GEDI. In the event that LPDI fails to find
warehouse facilities within 60 days from the date of receipt by
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GEDI of the notice, GEDI may, at its sole option, terminate this Agreement by
giving written notice of such cancellation or termination to LPDI.
ARTICLE IX. RECORDS AND ACCOUNTING
1. LPDI will keep full and true books of accounts and other records of
all inventory and shipments of Products under this Agreement so that the
correctness of the amount of, the payment previously made, or that due and owing
LPDI from GEDI can be properly ascertained. GEDI will, entirely at its own cost,
have the right to have said books and records examined by a Certified Public
Accountant or any authorized agent of GEDI, at any reasonable time during
business hours of LPDI after giving LPDI seven days written notice of its desire
to do so. Such examinations will not occur more than twice annually, and will be
only to such extent necessary to verify the payments previously made, or to be
made, by GEDI to LPDI, and only in respect to any period ending not more than
two years prior to the date of such requests. In addition, LPDI will cooperate
fully with respect to any internal control, evaluation or any other procedures
deemed necessary by GEDI's auditors.
ARTICLE X. TERMINATION
1. If either LPDI or GEDI should fail to discharge fully and promptly any
of its obligations under this Agreement, including the obligation to make
payments, and further fail to rectify such failure within a reasonable time not
to exceed 30 days (provided that such a failure can be cured) after written
notice thereof by the other party, the other party will have the right to
immediately terminate this Agreement upon giving the other written notice to
such effect.
Each party hereto will have the right to terminate this Agreement in
the event of any proceeding under a Bankruptcy Act or any insolvency,
receivership or dissolution proceeding involving the other party.
2. Upon notification of termination or expiration of this Agreement, LPDI
will promptly return to GEDI at GEDI's sole expense, all Products then in its
possession or control, and all customer and sales representatives lists provided
hereunder by GEDI to LPDI, and any information provided in order that LPDI may
obtain any government licenses and permits. LPDI will be compensated at the rate
of $18.00 per labor hour for handling and when a forklift is necessary, an
additional $6.50 per usage hour and $2.00 per square foot storage per month from
the last effective day of the contract.
ARTICLE XI. TERM OF AGREEMENT
1. This Agreement will commence as of the first day of December 1992, and
will extend for the period of Five years thereafter, to and including the 30th
day of November, 1997, and from year to year thereafter unless notice of
termination is given in writing by one party to the other not less than sixty
(60) days prior to date of termination of this Agreement. Failure to
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give such notice automatically renews this Agreement for another contract year,
with the exception that this Agreement may be amended by mutual consent of both
parties without such notice at any time.
2. The obligation of GEDI to pay fees and expenses earned or incurred by
LPDI prior to the effective date of termination and the obligations of GEDI
under paragraph 1 of Article III will survive the termination or expiration of
this Agreement.
ARTICLE XII. GENERAL
1. This Agreement will be interpreted in accordance with the laws of the
State of Delaware. The parties understand and agree that the provisions of
Article 7 of the Uniform Commercial Code as enacted by the State law governing
this Warehousing Agreement will apply to his Warehousing Agreement.
2. Save and except for any provision or covenant contained herein which
is fundamental to the subject matter of this Agreement (including without
limitation those that relate to the payment of monies), the invalidity or
unenforceability of any provision or covenant hereof or herein contained will
not affect the validity or enforceability of any other provision or covenant
hereof or herein contained and any such invalid or unenforceable provision or
covenant will be deemed to be severable.
3. Any notice or other communication required or permitted to be given
hereunder shall be in writing addressed to the parties at their respective
addresses set out above and, if mailed by prepaid first-class mail at any time
other than during a general discontinuance of postal service due to strike,
lockout or otherwise, shall be deemed to have been received two business days
after the post-marked date thereof, or if telexed, shall be deemed to have been
received on the next business day following dispatch and acknowledgment or
receipt by the recipient's telex machine, or if telecopied, shall be deemed to
have been received on the next business day following dispatch or if delivered
by hand shall be deemed to have been received at the time it is delivered.
Notice of change of address shall also be governed by this paragraph 3.
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IN WITNESS WHEREOF, the parties have executed this Agreement.
GREAT EARTH DISTRIBUTION, INC.
By: /s/ Xxxxxx Xxxx 1/29/92
------------------------------- -------------------
Date
XXXXXXXXXX PHARMACEUTICAL DISTRIBUTION. INC.
By: /s/ X X Xxxxxx Nov. 4, 92
------------------------------- -------------------
Xxxx X. Xxxxxx Date
President
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EXHIBIT A
TERRITORY
---------
Territory shall include the 00 Xxxxxx Xxxxxx and territories and possessions of
the United States.
EXHIBIT I
XXXXXXXXXX/ GREAT EARTH DISTRIBUTION, INC.
FEE SCHEDULE/COMMERCIAL TERMS
Great Earth Distribution, Inc. will pay monthly a distribution service charge
of:
Rate
----
. Year 1 - $400,000 billed at $33333.34 per month or 4% of invoice sales
whichever is greater. Years 2 to 5 - will be billed at 5% of invoice sales.
. Computer System Consulting - At a rate of $75 per hour door to door.
Reasonable travel expenses will be covered with prior approval of GEDI.
. Return Goods Processing - $18.50 per labor hour.
. Transportation - Reimburse transportation, transportation insurance (if
applicable) and detention charges (if applicable).
. Reasonable Expenses - Reimburse for packaging supplies, postage, telephone
calls and direct equipment rentals for GEDI and MIS communication lines.
Direct equipment rentals are not to exceed $150 per month.
. Accessorial Labor - Any services performed by LPDI which are mutually
agreed to by GEDI and which are not part of the normal services provided in
this proposal are at the rate of $18.50 per labor hour and when a forklift
is necessary, an additional $7.00 per usage hour. Approval must be in
writing.
. Overtime - All overtime charges authorized by GEDI at the rate of time and
a half on weekdays and Saturdays, double time on Sundays, and triple time
on holidays.
. Commercial Terms - Invoices to be paid within 30 days from date of invoice.
. A one time start-up fee of $10,000 to cover initial analysis of GEDI needs
and training of franchises (standard startup charge is normally $25,000).
Travel to and from training site and lodging, if needed, is the
responsibility of the franchise.
. GEDI will pay all charges directly related to movement of product to the
LPDI facility.
/s/ X X Xxxxxx 4 Nov 92 /s/ Xxxxxx Xxxx Pres 10/27/92
-------------------------------------- ----------------------------------
Xxxx X. Xxxxxx, President Date Name, Title Date
EXHIBIT II
XXXXXXXXXX /GREAT EARTH DISTRIBUTION, INC.
LPDI will provide the following equipment to GEDI for order entry:
A. One MSI unit for each store ordering location.
B. LPDI agrees to hold 16 MSI units in reserve to serve as replacements for
units requiring maintenance.
C. Hardware and software necessary to allow the MSI units to communicate with
LPDIs order entry system.
D. MSI units for new franchises will be procured by LPDI and paid for by GEDI.
E. All shelf labels and bar coded catalogs required after initial training
will be purchased through LPDI.
MEMORANDUM
To: Xxxxxxx Xxxxx
CC: Xxxxx Xxxxxxxxxx, Xxx Xxxx
From: Xxxxxx X. Xxxxxx
Date: 04/06/99
Re: Great Earth Contract Pricing
________________________________________________________________________________
Xxxxxxx
As committed, I have reviewed the current contract between Xxxxxxxxxx Healthcare
Services, Inc. and Great Earth Distribution Inc. This contract currently is
active until 12/31/99. Based on the current contract end date and the
opportunity of the Procure Web Based Ordering Application, LHSI has reexamined
the contract configuration and would like to propose the following set of
contract terms to enable our continued our long term relationship and have the
ability to introduce Procure as the new order management vehicle for "The Great
Earth Distribution."
Contract Terms:
01. Extend the existing contract from 12/31/99 for an additional 3 years ending
12/31/02
02. LHSI to reduce the current Distribution Rate Structure by 30 Basis Points
New Percent of Sale Structure "Distribution Fee's":
Minimum Monthly fee $15,000.
Monthly Sales Distribution Rate
$ 899,000 5.70%
$ 900,000 - $ 999,999 5.45%
$1,000,000 - $1,099,000 5.20%
$1,100,000 - $1,199,000 4.95%
$1,200,000 - $1,299,999 4.70%
$1,300,000 - $1,399,999 4.45%
$1,400,000 - $1,499,999 4.20%
$1,500.000 - $1,599.999 3.95%
$1,600.000 - $1,699,999 3.70%
$1,700,000 - $1,799,999 3.50%
$1,800,000 3.30%
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To truly relate the current pricing between LHSI and Great Earth Distribution
for a percent of sale perspective, I've compiled the following data to truly
note the impact of Procure to the overall current and revised contacts.
Today, Great Earth Distribution are charged the following:
Distribution Percentage of Sales 5% (Based on your current Sales Volume)
Labor (Overtime)
Supplies
Communications
Transportation
Based on the current run rate for the last 6 months, Great Earth Distribution
are operating at an average of 6% gross distribution per month. The CCS
Environment currently is a part of the Supplies and all of the communication
expense.
Based on Great Earth Distribution request not to increase their operating costs
associated to distribution, Xxxxxxxxxx examined the Procure costing models
presented at our March 9, 1999 meeting. To have zero impact to the overall
distribution expense to Great Earth Distribution, Xxxx Xxxxxxxxxx (President)
and I created the following costing model (Page one) based on the new 3 year
operating percentage rates. The model shows zero impact if today, we were
migrated 100% from CCS to Procure. Knowing that LHSI and Great Earth
Distribution could not migrate 100% day one, we developed a third costing model
(Mix) to reflect a migration from CCS to Procure. The increase of 11 (Basis
Points) or $1,374 (monthly expense) overall would be the assumed if (30%) of the
remaining stores have not move over to Procure within the first year. This would
be the responsibility of Great Earth Distribution, Management to work with the
CCS stores and either accept that they stay on CCS with the associated costs or
force them to migrate.
Procure Standard Service Level Agreement for Great Earth: LHSI must maintain
the following:
01. 7X24 Availability, with selected scheduled maintenance down time
02. Average Response Time to between 2 and 5 seconds per screen
03. QTR Reporting on activity (# of Hits)
If LHSI fails to deliver consistence access over a 90 day period and/or
consistence response time over a 90 day period and LHSI is unable to resolve the
issue within a reasonable time frame, Great Earth Distribution may terminate the
3 year contract on a 90 day notice.
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Great Earth Current/All Procure/Migration Model's
GREAT EARTH
Today All Procure Mix
Sales $1,244,872 $1,244,872 $1,244,872
% today $ 0 $ 0 $ 0
fees today $ 62,244 $ 58,509 $ 58,509
communications $ 6,269 $ 4,200
supplies $ 4,988 $ 4,988 $ 4,988
misc $ 1,150 $ 1,150 $ 1,150
total $ 12,407 $ 6,138 $ 10,338
% to sale 1.00% 0.49% 0.83%
Procure Proposed
Standard fee $ 4,500 $ 4,500
Transaction fee $ 3,687 $ 1,250
Order fee $ 0 $ 8,775 $ 5,949
Total all fees $ 74,651 $ 73,422 $ 74,796
Standard fee $ 4,500 $ 4,500
Misc fees $ 12,407
% to sales 6.00% 5.9% 6.01%
Net cost 5.00% 4.70% 4.70%
Activities $ 12,407 $ 14,913 $ 16,287
Net cost 5.00% 4.70% 4.70%
Not factored into this model would be additional savings in the following areas:
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01. Dial America - Now automate using Procure and remove the three person
manual review process.
02. Year 2000 - Vehicle to the Stores to move to PC's and Automation.
03. Remove the manual mail order system and automate either direct to customer
or enable Great Earth Management the ability to key direct orders into
system. Also removes all Y2K. issues and future maintenance.
04. Identify low performing Stores and allow consolidation, direct to consumer
(National Great Earth Mail order Store concept) or allow Great Earth sales
persons to assist stores and from their business.
05. Provides direct to consumer for new or existing product lines.
06. Improved Inventory Utilization and Inventory Scheduling.
07. Interface to the existing Point of Sale System - Pricing not determined
08. Allows Reach worldwide at no new communication costing (800 services).
09. Complete accounting for requested, shipped and received. Reduces the errors
or credits requested.
10. Reduce the CCS PDK. handheld replacement fees (each unit to replace today
costs approx. $1,500) or increase maintenance (1998 - $6,300 and 1999 -
$8,505).
11. For each store that either has or acquires a PC, Great Earth Distribution
can then implement their POS system for tracing sales and provide inventory
control.
PROCURE Break down:
LHSI would implement Procure Web Based Order Management Solution for replacement
of the current CCS batch order management environment.
Pricing Assumptions
The following is our understanding of the pricing components used to prepare
this proposal:
. Contractual term is 3 years
. Bank Card Processing
. ProCure links to Great Earth web site or Base Web Site
. Client look and feel
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. Estimated customers
. Estimated orders per month
. Estimated lines per order
. Estimated catalog items
. Estimated catalog updates per day
. On line history in months
. Customer service reports
One Time Fees: (Separate from new pricing structure)
Design Work Shop $10,000 (Fix Price)
This workshop includes the following:
Web Design
Web Development
Web Implementation
Web Documentation
Training (Xxxxx Xxxxxxxx and the initial Stores)
* Web Process to enable a secured order entry, product selection web based
ordering form.
Travel & Expenses - $6,000 (Estimate Only, Actual will be billed)
Key Assumption:
01. Great Earth Distribution are responsible for the selection and store
migrations from CCS to Procure. LHSI would perform the migrations and
support of the Procure Products to Great Earth Distribution.
02. LHSI will continue to retain the CCS environment and continue to rebill all
expenses directly to Great Earth Distribution.
03. Billing would not change. We would continue on the same billing process per
your request.
04. Based on the "All Procure" we assumed all 1998 order volume to be processed
via Procure. The "Mix" model assumes 70% of all transactions processed via
Procure.
05. LHSI to provide Y2K certification of Procure and LMS 2000.
To proceed with your Internet Solution, please signify your acceptance by
signing below and returning an original signed copy of this proposal along with
a check covering the Design Workshop fees defined. We note that said Design
Workshop fee covers project definition,
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business processes and deliverables as per the project scope defined herein. The
actual site development costs will be subject to change if there is change in
the project scope or our understanding. Once we receive your signed copy of the
agreement, we will schedule our Design Work Shop for mid-April and
implementation between July/August 1999. All rates quoted are in US dollars and
may be subject to applicable taxes. We will follow up with a formal Internet
Solution Services Contract between LHSI and The Great Earth Company to be
executed by all parties by 5/31/99. This proposal will remain in effect for 120
days.
LHSI looks forward to working with you to provide a total solution for you. Once
again, if there is anything further we can provide you to assist in the decision
making process, please do not hesitate to call.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Vice President and Chief Information Officer
Xxxxxxxxxx Healthcare Services, Inc.
Organization: Great Earth Distribution
-----------------------------
Accepted and Agreed: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
-----------------------------
Title: President, COO
-----------------------------
Date: 4/9/99
-----------------------------
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