First Amendment to Services and License Agreement
EXHIBIT
10.51
First
Amendment to Services and License Agreement
First
Amendment to Services and License Agreement made
as
of the 1st day of January 2006 (“Effective Date of Amendment”), by
CareAdvantage, Inc. (“CareAdvantage” or “CAI”), a Delaware corporation with its
principal place of business at 000-X Xxxxx Xxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000,
and Xxxxxx Foundation Health Plan of the Northwest (“Kaiser”), with its
principal place of business at 000 XX Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxxx, Xxxxxx
00000.
Whereas,
Kaiser
and CareAdvantage have entered into a Services and License Agreement as of
January 1, 2005 (the “Agreement”);
Whereas,
the parties desire to amend the Agreement to provide for semi-annual updates
of
paid claims data and to extend the term of the Agreement;
Whereas,
the parties also to amend the payment provisions of the Agreement;
Now,
Therefore,
in
consideration of the premises the parties agree as follows:
1. Amendments.
1.1 Semi-Annual
Processing of Paid Claims Data.
Commencing as of the Effective Date of the Amendment, Attachment 1.1 of the
Agreement is amended in its entirety as provided in Attachment 1.1A attached
hereto.
1.2 Compensation.
Commencing
as of the Effective Date of the Amendment:
1.2.1 Section
4.1 of the Agreement is amended in its entirety as follows:
4.1. Generally.
Kaiser
shall pay CareAdvantage for the services and license provided under this
Agreement the sum * PMPM for each member in the Covered Population. Compensation
shall be payable without invoice as follows: (a) on January 15, 2006, the sum
of
*, and (b) on July 15, 2006, the sum of *. (These payments assume the Covered
Population is * members.) Payments made pursuant to the foregoing sentence
shall
be reconciled to the eligibility data for the Covered Population Kaiser makes
available to CareAdvantage pursuant to Attachment 1.1A, and CareAdvantage shall
pay any reconciling adjustment to Kaiser within thirty (30) days of its making
a
determination that such adjustment is owing, and Kaiser shall pay any
reconciling adjustment to CareAdvantage within thirty (30) days of
CareAdvantage’s notifying it in writing that such adjustment is owing.
Notwithstanding the preceding sentence, in no event shall CareAdvantage be
required to pay a reconciling adjustment to Kaiser for any six-month period
in
excess of $*.
1.2.2 Section
4.4.1 of the Agreement and Attachment 4.4.1 shall be deleted.
2. Except
to
the extent set forth herein, the Agreement, as amended by this Amendment, shall
remain in full force and effect.
* Portions
of this page have been omitted pursuant to a Confidential Treatment request
and
filed separately
with the Commission
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This
Amendment may be executed in several counterparts, each of which is an original
but all of which shall constitute one and the same instrument.
In
Witness Whereof,
the
parties have executed this Agreement as of the date set forth
above.
CareAdvantage, Inc.
|
Xxxxxx Foundation Health Plan of the Northwest | |||
By: | Xxxxxx X. Xxxxxx | By: | Xxxxx Xxxxxx | |
CEO | CFO |
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ATTACHMENT
1.1A
No
later
than January 15, 2006 and no later than July 15, 2006, Kaiser will provide
CareAdvantage with paid claims data for all claims in the Covered Population.
Within approximately four weeks of CareAdvantage’s receipt of this data,
CareAdvantage will:
· |
Load
data into data processing
environment
|
· |
Conduct
technical and initial clinical review of data (review for
completeness)
|
· |
Run
data through conversion program
|
· |
Validate
data conversion
|
· |
Prepare\run
data files though CRG algorithms
|
· |
Validate
CRG assignments (validity check)
|
· |
Program
reports to generate analyses with updated data
elements
|
· |
Review
RPNavigator analyses results
|
· |
Move
into production environment
|
· |
Deliver
observations summary report (which would address significant changes
from
previous periods)
|
Thereafter,
CareAdvantage will conduct at least one day of on-site consulting per quarter,
including data analytical and operational integration reviews.
During
the term of this Agreement, CareAdvantage will maintain telephone support for
technical and clinical inquiries 6:00 a.m. through 6:00 p.m., Pacific Time,
Monday through Friday.
(The
four-week schedule provided by this Attachment assumes that there will be no
change in Xxxxxx’x claims system(s) and business rules from those provided by
Kaiser to CareAdvantage on or before September 1, 2004. In the event of any
such
change, the four-week schedule is subject to adjustment, and any additional
services required by CareAdvantage on account of such changes will be billed
in
accordance with Attachment 4.2.)
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