Integration Agreement template

Transcription

1 3d Integration Agreement template Optional reference material and learnings from across NWL WHOLE SYSTEMS HANDBOOK December 2014

2 These materials are NOT compulsory They hopefully provide a helpful reference for early adopters They represent what has been learnt from across North West London and the progress made so far and are presented as a way to share these learnings

3 To commission care, commissioners will need to hold recognised service contracts with individual providers Purpose Service contracts(e.g., NHSEStandard Contract) agree the terms for providing integrated care to the population. Commissioners will hold a service contract with each providerin the ACP. The contract will specify the capitated budget and the integrated care outcomes that commissioners expect for those funds. An identical set of outcomes will be included in each provider s service contract, and the Integration Agreement will hold the ACP collectively accountable for achieving them. Contractual options NHS Providers Each Provider has a Service Contract with Commissioners and is therefore liable to Commissioners for its own breach of Service Contract Outcomes are expressed in the Service Contract as ACPOutcomes, enforceable by Commissioners against the ACP collectively (ACP Agreement lays out risk share between Providers) Local Authority Can use NHSE Standard Terms with Local Authority as social care provider Could use alternative contractual form, but would need to dovetail key provisions (e.g. dispute resolution) with other providers contracts Local Authority can retain existing contracts with outsourced providers but must be consistent with risk under the head contract between Commissioners and Local Authority as social care provider Source: DAC Beachcroft

4 The Integration Agreement, signed by all commissioners and providers, binds the entire system together Purpose The Integration Agreement lays out the rules of the game between commissioners and the ACP. The agreement augments the NHSEstandard contract, laying out the payment model, risk-sharing agreement, liability, and dispute resolution mechanisms. All commissioners and providers are party to it, and the commissioners agree to hold providers jointly accountable for the delivery of the integrated outcomes Key Terms Objectives and Principles of the arrangement Risk and reward between Commissioners and ACP-each Provider agrees that payment by Commissioners to ACP is full satisfaction Integrated Leadership Team establishedto govern the relationship between commissioners and providers Integrated service provision agreeing that so far as possible, Commissioners will enforce the terms of the Integration Agreement and Service Contracts against the ACP, not individual providers Liability limited contractual liability for breach of the Integration Agreement encourages parties to collaborate; liability of providers must be included in Service Contract (e.g., breach of Service Conditions) Dispute resolution mechanism to attempt to avoid court at all costs Source: DAC Beachcroft

5 In the extreme case that an ACPwere to fail, the Integration Agreement should lay out an agreed failure regime to ensure safety and continuity of service Principles for a failure regime Commissioners and the ACPhave a collective responsibility to work together to resolve failures; constant vigilance in performance management should help to prevent failures by addressing issues early In the worst case scenario, the entire system reverts to today s existing model of care and governance; service user safety and experience should be the first consideration Members of the population group should receive clear communication about the change and how it will affect their care; they may wish to change GPs or other providers and should be given the opportunity to do so in a straightforward manner Individuals should be offered the right to appeal to continue to received funding for certain WSICinterventions that they have received (e.g., personal budgets) Clear trigger points should be defined at which commissioners and/or regulators have the right and obligation to intervene in the ACP(e.g., the ACPruns more than 30% over its capitated budget; outcome metrics worsen by more than 10%) Providers should agree in their ACP Agreement How joint investments will be allocated or unwound Who is responsible for the reallocation or redundancy of jointly managed staff

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7 Dated 2014 (1) COMMISSIONER 1 (2) COMMISSIONER 2 (3) COMMISSIONER 3 (4) PROVIDER 1 (5) PROVIDER 2 - and - (6) PROVIDER 3 Integration Agreement [xxxx] Services in North West London DRAFT - NOT AVAILABLE FOR ACCEPTANCE DAC Beachcroft LLP 100 Fetter Lane London EC4A 1BN UK tel: +44 (0) fax: +44 (0) DX 45 London _1 DAC Beachcroft LLP 2014 V 01 external Draft: 4 November 2014

8 Table of contents Clause heading and number Page number 1. DEFINITIONS AND INTERPRETATION APPROVALS COMPLETION COMMENCEMENT OBJECTIVES PRINCIPLES HOST PROVIDER AND HOST COMMISSIONER RESPONSIBILITIES ESTABLISHMENT OF THE INTEGRATED LEADERSHIP TEAM INTEGRATED PROVISION OF THE SERVICES PERFORMANCE TARGETS FOR THE ACCOUNTABLE CARE PARTNERSHIP ALLIANCE POOL AND PAYMENTS TRANSPARENCY BETWEEN PARTNERS INTELLECTUAL PROPERTY RIGHTS CONFIDENTIALITY AND ANNOUNCEMENTS LIABILITY AND INDEMNITY AND INSURANCE REMEDIES OF COMMISSIONERS IN THE EVENT OF FAILURE DISPUTE RESOLUTION PROCEDURE EXIT PLAN TERM EXIT/EXPULSION CONSEQUENCES OF EXIT FORCE MAJEURE NO PARTNERSHIP ASSIGNMENT VARIATION NOTICES NO WAIVER ENTIRE AGREEMENT THIRD PARTY RIGHTS SEVERABILITY COSTS GOVERNING LAW AND JURISDICTION COUNTERPARTS...12 SIGNATURE PAGE...13 SCHEDULE Table of contents Page (1) Draft: 4 November 2014

9 DAC Beachcroft LLP DEFINITIONS AND INTERPRETATION...14 SCHEDULE INTEGRATED LEADERSHIP TEAM - TERMS OF REFERENCE...16 SCHEDULE SCHEDULE DISPUTE RESOLUTION BETWEEN COMMISSIONERS AND ACCOUNTABLE CARE PARTNERSHIP...20 SCHEDULE REPORTING REQUIREMENTS...21 SCHEDULE CONFIDENTIALITY AND FREEDOM OF INFORMATION...22 Page 2

10 THIS AGREEMENT is made the... day of BETWEEN: (1) COMMISSIONER 1 of [xxx] ("Host Commissioner") (2) COMMISSIONER 2 of [xxx] ("Commissioner 2") (3) COMMISSIONER 3 of [xxx] ("Commissioner 3") each a "Commissioner" and together the "Commissioners", (4) PROVIDER 1 of [xxx] ("Host Provider") (5) PROVIDER 2 of [xxx] ("Provider 2") (6) PROVIDER 3 of [xxx] ("Provider 3") each a "Provider" and together the "Providers" or the "Accountable Care Partnership". the Commissioners and Providers together are the "Partners". INTRODUCTION: (A) (B) (C) (D) (E) (F) The Accountable Care Partnership has been selected by the Commissioners to provide the Services Each Provider has entered into a Service Contract with one or more of the Commissioners obliging the Provider to provide Services and deliver the Integrated Care Outcomes. The Partners will work together in accordance with this Integration Agreement to decide the specific arrangements for the provision by the Accountable Care Partnership of the Services and what each Provider shall do to ensure the delivery of the Outcomes. These arrangements as amended from time to time shall be recorded in an Integrated Services Schedule. The Partners recognise that over the term of this Integration Agreement there will be changes in the way that individual Providers provide Services and how responsibilities are allocated between them. This agreement aims to ensure that, collectively, the Providers will be responsible for providing the Services in an integrated way. The aim of this agreement is also to ensure that the delivery of Services by the Providers is incentivised to be seamless and patient focussed. To achieve this outcome the Partners have agreed a risk, reward and payment mechanism as detailed in the Schedules to this agreement and the Commissioners have agreed to operate and enforce the individual Service Contracts in a manner that is consistent with the aims and objectives of this Integration Agreement. The Commissioners are entitled under each Service Contract to enforce that Service Contract's terms against the Provider which is party to it. This means that Commissioners can enforce the Service Conditions and General Conditions specified in the Service Contract in the manner specified in each Service Contract. However the Commissioners agree to treat the Accountable Care Partnership as if it were a single entity with respect to its performance of the Outcomes (which will be characterised in the Service Contract as Local Quality Requirements). The Partners have therefore agreed to enter into this Integration Agreement to set out the terms and conditions of how they will work together to facilitate the integrated provision of the Services in order to deliver the Outcomes. NOW IT IS HEREBY AGREED as follows: _1 Page 1 of 22

11 1. DEFINITIONS AND INTERPRETATION 1.1 The provisions of this Integration Agreement shall be interpreted in accordance with Schedule 1 (Definitions and Interpretations). 2. APPROVALS 2.1 Each Partner acknowledges and confirms that as at the date of this Integration Agreement: 3. COMPLETION it has received tax and VAT advice on the proposed arrangements; it has obtained all necessary authorisation to enter into this Integration Agreement; and [DN: consider any other approvals]. 3.1 Completion is conditional upon: the conclusion of a Service Contract between each Provider and one or more of the Commissioners for the Services and specifying the Outcomes with effect from [xxx]; the delivery by the Accountable Care Partnership of a completed Integrated Services Schedule to the Commissioners [and approval of the Integrated Services Schedule by the Commissioners]; each Provider obtaining any requisite approval from Monitor, the NHS Trust Development Authority and any other third party including, but not limited to, regulatory or tax consents required to implement this Integration Agreement; and each Provider obtaining any requisite registration with the Care Quality Commission for providing the Services. 3.2 On the date of this Integration Agreement: 4. COMMENCEMENT the Integrated Leadership Team shall appoint the Accountable Care Liaison Director [DN: consider whether an Accountable Care Liaison Team would be more appropriate, rather than just one Director]; and the Integrated Leadership Team shall hold a duly convened meeting to transact [DN: describe relevant business and resolutions immediately required to be transacted for the purposes of set up and administration of the Integrated Leadership Team]. 4.1 Clauses [x], [y] and [z] will be effective from the date of this Integration Agreement [DN: to be finalised once the content of the Integration Agreement is settled]. 4.2 The remainder of this agreement will be effective from the Commencement Date, subject to satisfaction of the pre-completion obligations in clause OBJECTIVES 5.1 The Partners agree that the objectives of this agreement are for: _1 Page 2 of 22

12 6. PRINCIPLES the Partners to work together in an open, transparent and supportive manner, to enable the Providers to provide integrated, patient-centred, sustainable, effective and efficient delivery of the Services and for the Commissioners to demonstrate the achievement of the Outcomes; and [DN: insert further project-specific objectives e.g. around patient centred care; moving care closer to patients etc] together, the "Objectives". 6.1 The Partners shall work together to achieve the Objectives, subject to and in accordance with the provisions of this agreement. 6.2 In particular: the Providers shall: (a) (b) (c) (d) (e) collaborate and work together as a single high-performing team; provide excellent Services and outcomes for patients; adopt transparency on all aspects of the arrangements, subject to competition law compliance; adopt a problem-solving, no blame and no dispute approach to issues; and ensure that where a Provider has any other contract for services with any of the Commissioners, that Provider does not recover twice if in the same activity or services/resource under different contracts, nor that activity or resource is moved from one contract to another in order to maximise the financial benefit to that Provider in breach of the Principles and Objectives of this Agreement; and the Commissioners shall: (a) (b) (c) enforce the Service Contracts in a manner consistent with this Agreement and in particular shall treat the Accountable Care Partnership as a single entity with respect to the performance or non-performance of the Outcomes and shall not seek to enforce the provisions of any Service Contract against any individual Provider in respect of any failure to achieve any Outcome without first operating the Dispute Resolution Procedure under this Agreement; and collaborate with and support the Providers and adopt a problemsolving, no-blame and no dispute approach to issues; and adopt transparency on all aspects of the arrangements subject to competition law compliance, together, the "Principles". [DN: Need to acknowledge tension between transparency of information and collaboration with fact that Providers will be competitors and may bid in competition with each other for other contracts and possibly to provide Services under these arrangements. The specifics of this should be dealt with in ACP Agreement.] _1 Page 3 of 22

13 7. HOST PROVIDER AND HOST COMMISSIONER RESPONSIBILITIES 7.1 The Host Commissioner shall be responsible for making payments to the Host Provider in accordance with [the Payments Schedule detailed in/appended to Schedule 3 (Alliance Pool and Payments)]. 7.2 The Host Provider shall be responsible for allocating payments to the individual Providers in accordance with the instructions of the ACP Executive Group and the provisions of the ACP Agreement. 7.3 Each Provider shall be severally responsible for delivering its obligations under each respective Service Contract and for meeting the requirements allocated to it under the Integrated Services Schedule. 7.4 Payment to a Provider made by the Host Provider shall be accepted by that Provider in full satisfaction of the Commissioner's responsibilities to make payment to it under the relevant Service Contract. 7.5 Any dispute by an individual Provider as to the amounts due or payable to it under the ACP Agreement shall be resolved in accordance with the procedure for dispute resolution in the ACP Agreement and no individual Provider shall be entitled to make any claim for payment or non-payment directly against any Commissioner until it has first exhausted remedies under the ACP Agreement in respect thereof. 7.6 Where the ACP and/or any Provider has a dispute regarding amounts payable by the Commissioner to the ACP under this Agreement, no individual Providers shall take any action against the Commissioner in respect therefore until it has first referred the dispute to the Dispute Resolution Procedure in this Agreement and has exhausted its remedies under this Integration Agreement. 7.7 The Host Provider shall allocate payments between Providers in accordance with the provisions of the ACP Agreement and in line with the Risk and Reward Principles. 7.8 The Host Provider shall report to the [Host Commissioner] in accordance with the reporting requirements of Schedule ESTABLISHMENT OF THE INTEGRATED LEADERSHIP TEAM 8.1 The Partners hereby agree to establish the Integrated Leadership Team as an unincorporated association of the Partners. For the avoidance of doubt the Integrated Leadership Team shall not be a committee of any Partner or any combination of Partners. 8.2 The primary role of the Integrated Leadership Team shall be to monitor the provision of the Services and performance of the Outcomes and to implement the Dispute Resolution Procedure as and when any disputes arise under this Integration Agreement. 8.3 The Terms of Reference for the Integrated Leadership Team shall be as set out in Schedule INTEGRATED PROVISION OF THE SERVICES 9.1 All Providers intend for the Services to be provided in an integrated and patientcentred way by the Accountable Care Partnership. 9.2 Each Service Contract between the Commissioner(s) and a Provider shall specify the entire scope of the Services and all of the Outcomes _1 Page 4 of 22

14 9.3 The Providers shall determine between themselves how they shall collaborate to achieve the Outcomes, and shall record the manner of their collaboration in the Integrated Services Schedule. 9.4 The Accountable Care Partnership shall deliver a complete Integrated Services Schedule to the Commissioners no later than [21] days before the Commencement Date. 9.5 The Commissioners shall approve the Integrated Services Schedule no later than [10] days before the Commencement Date. [DN - approval process for Integrated Services Schedule to be worked up]. 10. PERFORMANCE TARGETS FOR THE ACCOUNTABLE CARE PARTNERSHIP 10.1 [DN: The NHS Standard Terms include a range of Quality Requirements, some National, some Local, alongside CQUIN and other performance measures. Partners should consider application of KPIs / targets in addition to or instead of non-mandatory KPIs in Service Contracts, and the consequences of not meeting them.] 11. ALLIANCE POOL AND PAYMENTS 11.1 The Partners have agreed to share the financial risks and rewards of the provision of the Services, as between the Commissioners and the Accountable Care Partnership, in accordance with Schedule 3 (Alliance Pool and Payments). [DN: We have distinguished this clause, formerly known as "risk and reward share" as it could be confused with the risk and reward principles that will be set out in the ACP Agreement. The risk and reward principles apply between the Providers only. Therefore, in this Integration Agreement we have labelled the risk pooling / payments scheme with Commissioners as the "Alliance Pool and Payments". This can, of course, be amended to a name that suits the Partners. Schedule 3 can include provisions for Partners to contribute to a risk pool set up to guard against future breach / losses. It could also set out the parameters for contributing to that risk pool.] 12. TRANSPARENCY BETWEEN PARTNERS [DN: Partners should consider any special provisions they wish to include regarding transparency, noting that there are specific provisions in the NHS Standard Terms allowing for audit of Providers. Is anything further required between the Partners as a whole, e.g. open book accounting etc.? The ACP Agreement can deal with issues around sensitivity of information sharing between Providers.] 13. INTELLECTUAL PROPERTY RIGHTS [DN: ACP Agreement can provide for cross-licensing of IP owned by Partner required to provide Services. Improvements to background IP to be owned by original owner. CCGs to license IP to Providers. Is it necessary to consider how IT services will be accessed/licensed in this Agreement by all Partners? If so, we should include specific detail about licensing IPRs in this Integration Agreement. If not, we can refer to the provisions of the Service Contracts applying in respect of intellectual property.] 14. CONFIDENTIALITY AND ANNOUNCEMENTS 14.1 The provisions of Schedule 6 shall apply _1 Page 5 of 22

15 14.2 The Providers acknowledge that the Host Commissioner is subject to the provisions of the Freedom of Information Act 2000 (FOIA) and will facilitate the Commissioners' compliance with their information disclosure requirements and FOIA in connection with this Integration Agreement. 15. LIABILITY AND INDEMNITY AND INSURANCE 15.1 Without prejudice to the operation of the Service Contracts and the ACP Agreement, no Partner shall have any liability to any other Partner and no Partner shall bring any claim against any other Partner under or in connection with this Integration Agreement whether in contract or under common law (whether in negligence, tort, breach of statutory duty or otherwise) for any direct, indirect, incidental or consequential loss or damage howsoever arising in respect of the following: failure to achieve the Outcomes; loss of any opportunity or entitlement to perform the Services; loss of business; loss of actual or anticipated profit or income; damage to reputation, arising from the performance or non-performance, variation, breach, termination or expiry of the Service Contracts or the exclusion or expulsion of any Provider pursuant to Clause The remedies set out in the Service Contracts shall be the sole and exclusive remedies of the Commissioners in respect of the performance by each Provider of the Service Contracts The provisions of clause 15.4 of this Integration Agreement shall be the sole and exclusive remedies of the Commissioners and sole and exclusive liabilities of each Provider to the Commissioners in respect of the failure of performance and achievement of the Outcomes. [DN: We have included drafting regarding the Service Contracts being the sole remedy in terms of liabilities between Commissioners and Providers - to be discussed.] [DN: Liability of Providers to each other (as opposed to Commissioners) to be addressed in the ACP Agreement.] 15.4 The [Host] Commissioner may bring a claim against the [Host] Provider in respect of or arising from any of the following: [overpayment of the allocated budget]; any loss or damage suffered by the Commissioner from breach of the provisions of Schedule 6 (Intellectual Property) or Schedule 7 (Confidentiality and Freedom of Information); to enforce any express indemnity in this Integration Agreement; [any other express obligation to make payment under this Integration Agreement] The maximum liability of each Provider per occurrence or series of occurrences arising from the same course or event shall be as follows: _1 Page 6 of 22

16 Provider A [ { }]; Provider B [ { }]; Provider C [ { }] The [Host] Provider may bring a claim against the [Host] Commissioners in respect of or arising from any of the following: [underpayment or overdue payments] Any Provider may bring a claim against any Commissioner in respect of or arising from any of the following: any loss or damage suffered by the Provider from breach of the provisions of Schedule 6 (Intellectual Property) or 7 (Confidentiality and Freedom of Information); to enforce any express indemnity in this Integration Agreement; [any other express obligation to make payment under this Integration Agreement] The Providers agree and acknowledge that there may be variations to the elements of Services that each Provider might provide in accordance with this Integration Agreement, and particularly in accordance with any agreed Integrated Services Schedules. Each Provider agrees to ensure that it shall at all times have in place adequate Indemnity Arrangements for the purposes of the Services that it is providing at the relevant time, and shall provide details of the same to the Commissioner(s) in accordance with the terms of the relevant Service Contract. 16. REMEDIES OF COMMISSIONERS IN THE EVENT OF FAILURE 16.1 If the Integrated Leadership Team is of the opinion that any one or more Provider(s) is: in material and/or persistent breach of any provision of a Service Contract; and that material or persistent breach is inconsistent and/or detrimental to the achievement of the Outcomes or the Objectives and Principles, the Integrated Leadership Team shall, before seeking to take any direct action upon such Provider whether under the Service Contract or under this Agreement, first seek the opinion of the ACP Executive Group as to whether the conduct and performance of such Provider(s) also constitutes a breach of the ACP Agreement If the ACP Executive Group determines that the relevant Provider is in breach of the ACP Agreement, it shall take appropriate action under the ACP Agreement and report to the Host Commissioner as to the steps it intends to take to rectify the breach If the Integrated Leadership Team is of the (reasonable) opinion that the steps taken by the ACP Executive Group will not address the breach, or will not address the breach in a timely fashion and that the achievement of the Outcomes is as a consequence at risk, then the Integrated Leadership Team may direct the Host Commissioner to issue a notice [to the Provider, copied] to the Host Provider stating that it considers such Provider to be: in persistent or material breach of its Service Contract; and _1 Page 7 of 22

17 that such material and/or persistent breach is inconsistent and/or detrimental to the achievement of the Outcomes, or the Objectives and the Principles, and shall issue a Rectification Notice to the [Provider (copied to the Host Provider)] requiring such breach to be rectified or remedied to the Integrated Leadership Team's satisfaction If the Provider fails to remedy the breach within a (reasonable) period [or if the Integrated Leadership Team considers the breach to be incapable of remedy] then the Integrated Leadership Team shall be entitled to [either exclude the Provider from ACP or instruct the ACP Executive Group to take steps to do so in accordance with the ACP Agreement. [DN: This will need to dovetail with the exit / expulsion provisions, which are largely commercial decisions for the Partners to work through and agree. Is exclusion permitted only under the ACP Agreement, or should exclusion rights be included in this Integration Agreement? A right could be given to the Integrated Leadership Team to invoke the expulsion process. Similarly, should Commissioners always retain the right to expel a Provider from the ACP? Also, consider how expulsion or exit from the ACP impacts upon the relevant Provider's Service Contract see later comments on this issue.] 17. DISPUTE RESOLUTION PROCEDURE [DN: Each Service Contract will have a dispute resolution procedure. In the NHS Standard Terms, this procedure is a three-step procedure involving (i) escalated negotiation with senior members of each party (ii) mediation and (iii) expert determination. Including a separate dispute resolution procedure in this Integration Agreement and seeking to override the individual Service Contract in respect of disputes related to the Services would have the effect of overriding the mandated NHS Standard Terms, which is not permitted without the consent to do so. However, the Partners might take a view that given the objectives of this arrangement, the risk here of not-enforcing the Service Contract terms and using terms set out in this Integration Agreement is commercially acceptable. This may be an area to discuss with the NHS Standard Contracts team, and we can do so on your behalf should you require us to.] 17.1 Disputes between any Providers and any Commissioners in connection with this Integration Agreement, the Service Contracts and/or the achievement of Outcomes shall be referred to the Integrated Leadership Team by giving notice in writing to the Integrated Leadership Team and all Partners For the avoidance of doubt any disputes that arise between Providers in connection with the Integrated Services Schedule and/or the ACP Agreement shall be resolved by the Providers in accordance with the provision for resolution of disputes in the ACP Agreement [DN: We can include a procedure and timetable for determination of disputes by the Integrated Leadership Team, including setting out how evidence / representations on issues are to be provided.] 17.4 If the Integrated Leadership Team is unable to resolve the dispute, any party may: [refer to a higher Dispute Resolution Panel, e.g. a combined DRP panel if disputes relate to both the Integration Agreement and the ACP Agreement?]; or _1 Page 8 of 22

18 18. EXIT PLAN 19. TERM [implement the dispute resolution under the relevant Services Agreement, where this is applicable]; or refer the dispute to mediation; or refer the dispute to expert mediation; or refer the dispute to arbitration All Partners shall use reasonable endeavours to produce and maintain an exit plan setting out: the likely impact on the Services should a Partner exit this Integration Agreement; steps that remaining Partners must take to mitigate any detrimental impact upon patients receiving the Services should a Partner exit this Integration Agreement; [DN: Consider any other aspects that the exit plan should cover off] The exit plan shall be reviewed periodically by the Integrated Leadership Team and any changes may be agreed by the Integrated Leadership Team in respect of any aspects of the exit plan [DN: The term of this arrangement could be linked to the length of Service Contracts, allowing for a period before and after for mobilisation / wind down.] 20. EXIT/EXPULSION 20.1 [DN: The terms and principles applicable to exit / expulsion need to be considered. Some of the aspects to consider are as follows: - Approval of Integrated Leadership Team required if Provider wants to leave? - Approval of Commissioners required if ACP wishes to expel one of the Providers under the ACP Agreement? - Should Commissioners have a right under this Integration Agreement to expel a Provider? - How will exit / expulsion under this Integration Agreement impact upon the Service Contract? - No compensation payable if leave/expelled? No indemnity for exitassociated losses? - What are the consequences of termination (or non-renewal if applicable) of a Provider's Service Contract? Does it give the Commissioners a termination right, or does it depend on which Provider? Or do the Providers get a grace period in which to replace the terminated Provider?] 21. CONSEQUENCES OF EXIT 21.1 [DN: If a Provider exits this Integration Agreement, is it anticipated that they will also have their Service Contract terminated? Given that this collaboration _1 Page 9 of 22

19 relates to one particular pathway / specification of services, we suggest that this would be sensible, otherwise arrangements could become difficult to unpick. A new or existing Provider would then need to take over from the exiting Provider, in terms of service provision.] 21.2 [DN: If a Commissioner exits this Integration Agreement, the position is more complicated as there may be a number of Service Contracts that they are party to, and therefore this will need further consideration as to what the consequences should be.] 21.3 [DN: Should each Partner indemnify each of the other Partners for certain losses that may arise due to that Partner leaving this collaboration? If so, we should include such terms here. Costs may include the costs of finding an alternative provider, having to amend this Agreement, etc.] 22. FORCE MAJEURE 22.1 Where the Accountable Care Partnership is (or claims to be) affected by an Event of Force Majeure, it shall take all reasonable steps to mitigate the consequences of it, resume performance of its obligations as soon as practicable and use all reasonable efforts to remedy its failure to perform Subject to Clause 22.1, the Accountable Care Partnership shall, when claiming relief be relieved from liability under this Agreement to the extent that because of the Event of Force Majeure it is not able to perform its obligations under this Agreement The Accountable Care Partnership shall, when claiming relief serve initial written notice on the Commissioners immediately when it becomes aware of the Event of Force Majeure. This initial notice shall give sufficient details to identify the particular event The Accountable Care Partnership shall, when claiming relief then either: 23. NO PARTNERSHIP serve a detailed written notice on the Commissioners within a further five (5) Working Days. This detailed notice shall contain all relevant available information relating to the failure to perform as is available, including the effect of the Event of Force Majeure, the mitigating action being taken and an estimate of the period of time required to overcome it; or in the event it reasonably believes that the effects of the Event of Force Majeure will make it impossible for the Arrangements to continue, serve notice of this to the Commissioners and the Agreement will terminate in accordance with Clause [x] of this Agreement Nothing in this agreement shall create or be deemed to create a legal partnership under the Partnership Act 1890 or the relationship of employer and employee between the Partners or any of them or render any Partner directly liable to any third party for the debts, liabilities or obligations of any other Partner Save as specifically authorised under the terms of this agreement, no Partner shall hold itself out as the agent of any other Partner. 24. ASSIGNMENT [DN: Tax advice would be required on specific arrangements] No Partner shall assign, novate mortgage, charge, sub-contract or otherwise dispose of any or all of its rights and obligations under this Integration Agreement without the _1 Page 10 of 22

20 25. VARIATION prior written consent of all other Partners [such consent not to be unreasonably withheld or delayed] No variation of this Integration Agreement shall be effective unless it is in writing and signed by all of the Patners. 26. NOTICES [DN: We can build in a process for change control requests if required, however, given the number of parties to this Integration Agreement, it may be rather unwieldy to seek to specify how this will work up front. The Integrated Leadership Team could be a useful conduit for the Partners to agree changes in outline, to be ratified by each of the Partners to this Integration Agreement, for example.] 26.1 A notice given under this Integration Agreement: shall be in writing in English; shall be sent for the attention of the Chief Executive, and to the address notified by each Partner to the other Partner; and shall be: (a) (b) delivered personally; or sent by pre-paid first class post or recorded delivery A notice will be deemed to have been received: if delivered personally, when left at the address referred to in clause ; or if sent by pre-paid first class post, on the second business day after posting To prove service, it will be sufficient to prove that the envelope containing the notice was properly addressed and posted. 27. NO WAIVER 27.1 The failure of any Party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision and shall in no matter affect the right of that Party thereafter to enforce such provision No waiver in any one or more instances of a breach of any provision hereof shall be deemed to be a further or continuing waiver of such provision in other instances. 28. ENTIRE AGREEMENT This Agreement and the Service Contracts constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement. 29. THIRD PARTY RIGHTS The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and accordingly the Partners do not intend that any third party should have any rights in respect of this Agreement by virtue of that act _1 Page 11 of 22

21 30. SEVERABILITY If any term, condition or provision contained in this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remaining parts of this Agreement. 31. COSTS Each Party shall be responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement. 32. GOVERNING LAW AND JURISDICTION Subject to the provisions of Clause 16 (Dispute Resolution) this Agreement shall be governed by and construed in accordance with English law, and the Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. 33. COUNTERPARTS This agreement may be executed in any number of counterparts, each of which shall be regarded as an original, but all of which together shall constitute one agreement binding on all of the parties, notwithstanding that all of the parties are not signatories to the same counterpart _1 Page 12 of 22

22 SIGNATURE PAGE SIGNED by... for and on behalf of Commissioner 1... (Signature)... (Date) SIGNED by... for and on behalf of Commissioner 2... (Signature)... (Date) SIGNED by... for and on behalf of Commissioner 3... (Signature)... (Date) SIGNED by... for and on behalf of Provider 1... (Signature)... (Date) SIGNED by... for and on behalf of Provider 2... (Signature)... (Date) SIGNED by... for and on behalf of Provider 3... (Signature)... (Date) _1 Page 13 of 22

23 SCHEDULE 1 Definitions and Interpretation [DN there will be a common, consistent schedule of definitions for both the Integration Agreement and ACP Agreement. There may be some definitions that are used in the Integration Agreement and not used in the ACP Agreement, and vice versa.] In this Agreement unless the context otherwise requires the following words and expressions shall have the following meanings: Accountable Care Liaison Team/Director Accountable Care Partnership/ACP ACP Agreement Commencement Date Dispute Resolution Procedure Event of Force Majeure the individual[s] employed in accordance with Clause [2.3.1]; means the collaboration of the Providers; means the agreement between the Providers setting out the terms of their collaboration; [DN: insert date]. the dispute resolution procedure set out in clause [17]; an event or circumstance which is beyond the reasonable control of the Partner claiming relief under clause 22 (Force Majeure), including without limitation war, civil war, armed conflict or terrorism, strikes or lock outs, riot, fire, flood or earthquake, and which directly causes that Partner to be unable to comply with all or a material part of its obligations under this Integration Agreement; Exit Request [shall have the meaning set out in clause [20];] Expulsion Request [shall have the meaning set out in clause [20];] Indemnity Arrangement Integration Agreement Integrated Leadership Team Integrated Services Schedule NHS Standard Terms and Conditions Outcomes has the meaning set out in the NHS Standard Terms and Conditions; means this agreement including its Schedules; the Integrated Leadership Team established in accordance with the provisions of clause 8; an agreement between the Partners, setting out the specific arrangements between them as to which Provider provides which aspect of the Services; means the standard terms published by NHS England in accordance with section 17 of the National Health Service Commissioning Board and Clinical Commissioning Groups (Responsibilities and Standing Rules) Regulations 2012; the outcomes specified in the Service Contracts [as Local Quality Requirements] that the Commissioners require the Accountable Care Partnership to achieve in providing the Services _1 Page 14 of 22

24 Risk and Reward Principles Services Service Contract means the risk and reward principles set out in the ACP Agreement; the services described in the Service Contracts (as applicable in the context) and the Integrated Services Schedule as amended from time to time; each individual service contract based on the NHS Standard Terms and Conditions or otherwise, as listed in Schedule 4; _1 Page 15 of 22

25 SCHEDULE 2 Integrated Leadership Team - Terms of Reference 1. ACCOUNTABILITY AND RESPONSIBILITY 1.1 The Integrated Leadership Team shall govern the [overall relationship between the Commissioners and the Accountable Care Partnership. In particular, the Integrated Leadership Team shall be responsible for: 2. MEMBERSHIP 3. CHAIR [Approving the Integrated Services Schedule]; Approving a scheme of delegation and reservation Preparing variations to the Integration Agreement (subject to unanimous approval by the Partners); [Implementation monitoring receiving reports from the ACP Executive Group; considering remedial measures] [Approving the appointment, removal or replacement of any member of the Accountable Care Partnership Executive Team;] Approving an Exit Request in accordance with clause [x]; Expulsion of Providers in accordance with clause [x]; Termination of the Integration Agreement. 2.1 The Integrated Leadership Team shall comprise: [Commissioner representation]. 2.2 Each member of the Integrated Leadership Team must have authority to bind the Partner that s/he represents. 3.1 The Integrated Leadership Team shall annually appoint one of its CCG members to be Chair. [Alternatively, the partners might prefer to appoint an independent Chair] 3.2 In the absence of the Chair at any Integrated Leadership Team meeting, the Integrated Leadership Team members shall agree that one of their number shall perform the role of Chair. 4. MEETINGS FREQUENCY 4.1 Integrated Leadership Team meetings shall be held [as required and at least once per annum]. 4.2 A special meeting may be called at any time by the Chair [or by { }] upon not less than five days notice being given to the other Integrated Leadership Team members of the matters to be discussed _1 Page 16 of 22

26 5. MEETINGS NOTICE 5.1 The Integrated Leadership Team secretary shall circulate at least 14 days notice of each Integrated Leadership Team meeting stating the date, time and place of the meeting. 5.2 Any Integrated Leadership Team member or other person wishing to place any item on the agenda for an Integrated Leadership Team meeting must provide details to the Integrated Leadership Team secretary at least five days before the date of the meeting. 5.3 The Integrated Leadership Team secretary shall circulate the agenda and necessary materials for each Integrated Leadership Team meeting at least three days before the meeting. 6. MEETINGS - PROCEEDINGS 6.1 No business shall be transacted at any general meeting unless a quorum is present. 6.2 A quorum is one member representing each Partner 6.3 Any member may nominate a proxy to attend a meeting on its behalf, which shall count for the purposes of calculating the quorum. 6.4 If: a quorum is not present within half an hour from the time appointed for the meeting; or during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the Chair shall determine. 6.5 The Chair must reconvene the meeting and must give at least seven clear days notice of the reconvened meeting stating the date, time and place of the meeting. 6.6 [If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present in person at that time shall constitute the quorum for that meeting. ] 6.7 The Chair shall be entitled to invite any person to attend and participate in an Integrated Leadership Team meeting or any part of a meeting, although such person shall have no voting rights. 6.8 The Integrated Leadership Team shall keep minutes of the proceedings at any meeting of the Integrated Leadership Team. 6.9 The Integrated Leadership Team may arrange for collective decision making by exchange of s outside of Integrated Leadership Team meetings as long as the requirements as to quorum are met in terms of the number of Integrated Leadership Team members involved. 7. DECISIONS OF THE INTEGRATED LEADERSHIP TEAM 7.1 Unless provided otherwise in these Terms of Reference or in the Integration Agreement: all decisions shall be made by general consensus of the Integrated Leadership Team members; and _1 Page 17 of 22

27 7.1.2 [where consensus is not reached, by a simple majority of the Integrated Leadership Team members voting]. 7.2 [The Chair shall not have a casting vote.] 7.3 In the case of deadlock the Dispute Resolution Procedure shall apply. 7.4 [To consider whether any decisions require unanimity, or a particular majority] 8. INTERESTS OF INTEGRATED LEADERSHIP TEAM MEMBERS 8.1 Integrated Leadership Team members, observers and officers attending the Integrated Leadership Team shall comply with the National Health Service Guidance on Business Ethics, to the extent that the same may properly be applied to the circumstances of the Integrated Leadership Team. 8.2 All members of the Integrated Leadership Team shall declare any interests in any matter coming before the Integrated Leadership Team and the Chair shall consider whether such interest requires the member to withdraw from the meeting for that item of business. 9. SUB-COMMITTEES 9.1 There shall be the following sub-committees of the Integrated Leadership Team: [tbc] 9.2 The Integrated Leadership Team may create and dissolve any sub-committee and shall determine the Terms of Reference and delegated powers of each of its subcommittees from time to time. 10. REPORTING 10.1 Each Integrated Leadership Team member shall disseminate minutes and reports of Integrated Leadership Team meetings to the Partner that the Integrated Leadership Team member represents. 11. REVIEW OF THESE TERMS OF REFERENCE 11.1 The Integrated Leadership Team shall review these Terms of Reference within six months of the Commencement Date and may resolve to amend them at any time by resolution in accordance with paragraph In particular (but without limitation) the Integrated Leadership Team may wish to consider amending: the frequency of its meetings; and the frequency of its reviews of the Terms of Reference _1 Page 18 of 22

28 SCHEDULE 3 Alliance Pool and Payments DN: A new capitated payment system was designed in parallel to the contracting and governance work. Engagement and discussion about the details and implications of this system are on-going at the end of November This template contract therefore does not codify the detailed legal clauses needed to underpin the future capitated payment system. Fuller information about the capitated payment mechanism can be found in the accompanying documents to this contract. Once final decisions have been taken, legal clauses would need to be added to this section covering: Schedule of payments, for example what payments are made between Host Commissioners and Host Providers. Payment flows from commissioners to providers, for example the basis for how the overall payment system works including who in the population the budget covers, what is included within the budget and what it not, how money flows from commissioners to providers in the ACP and providers outside the ACP, and the duration of the agreement. Risk sharing between commissioners and providers, for example if there is any capping of any ACP financial deficits, the basis for capping, how this cap varies between different providers, whether the cap varies according to outcomes achieved and what happens if overspending exceeds any cap. Reward sharing between providers, for example if there is any capping of any ACP financial surpluses, the basis for capping, how this cap varies between different providers, whether the cap varies according to outcomes achieved and any restrictions on how financial surpluses are reinvested. Risk mitigation between providers and commissioners, for example the establishment of a contingency fund should ACP face financial deficit, the rules for financing the contingency fund and how unspent contingency funds can be used _1 Page 19 of 22

29 SCHEDULE 4 Service Contracts [DN: Insert list of the individual service contracts between Commissioner(s) and Providers] _1 Page 20 of 22

30 SCHEDULE 5 Reporting Requirements _1 Page 21 of 22

31 SCHEDULE 6 Confidentiality and Freedom of Information _1 Page 22 of 22