Schedule 14

Operational Management Plan

Part 1

1.operational management plan – general requirements

1.1The Contractor shall prepare, maintain and review throughout the term of this Agreement an Operational Management Plan (the "OMP") in accordance with this Schedule 14 and Clause 61.8 of the Agreement.

1.2The OMP must be provided in the format detailed in Annex 1 of this Schedule 14 and shall be divided into the following sub-plans:

(a)an Operational Plan (as more particularly set out at Part 2 of this Schedule 14); and
(b)an Exit Plan (as more particularly set out at Part 3 of this Schedule 14),

(together the “Sub-Plans”).

1.3The Contractor shall ensure that each individual Sub-Plan shall be divided into and cover the following workstreams:

(a)clinical;
(b)workforce;
(c)IM&T;
(d)premises;
(e)facilities management;
(f)equipment; and
(g)other (as required).

1.4The Contractor shall ensure that each Sub-Plan shall:

(a)describe the key tasks and milestones and the completion dates for each workstream (as detailed in Paragraph 1.3 above);

(b)comply with the workstream specific requirements detailed in [ITT Volume 2 section {} ][1]; and

(c)identify the individuals who will be responsible for implementing the OMP.

1.5The Contractor shall carry out the tasks and activities set out in the OMP under the title of task/activity and detail of task/activity columns by the completion dates identified in the OMP. If the Contractor fails to meet the completion date of a task/activity then the PCT shall be entitled to issue a Remedial Notice in accordance with Clause 57 of this Agreement.

Part 2

1.Operational Plan

1.1The provisions of the Operational Plan will become effective on the [Commencement Date][Service Commencement Date][2] and end on completion of the Operational Plan or termination of this Agreement, whichever is the later (the “Operational Period”); and

1.2During the Operational Period, the PCT and the Contractor shallcomply with their respective obligations under the Operational Plan.

Part 3

1.Exit Plan

Introduction

1.1The Exit Plan shall consist of a list of processes to manage the exit of the Contractor from performing the Services. It shall be updated during the life of this Agreement by agreement between the Parties and include any changes to this Agreement made under Schedule 8 (Change Schedule). The provisions shall be applicable in whatever circumstances termination arises.

Exit Plan - Commencement

1.2The Exit Plan will become effective as soon as notice of termination is issued by one party to the other or twelve (12) months prior to the expiry of this Agreement, whichever occurs first.

1.3The Parties will, within ten (10) Business Days from the Exit Plan becoming effective, jointly establish an exit group comprising staff of both Parties to manage disengagement of the Services and this Agreement and to implement the provisions of the Exit Plan (“Exit Group”). Each Party will make available sufficient resources to meet the requirements of the Exit Group. The Exit Group will manage all the activities needed for the transfer of the Services from the Contractor to the PCT or any New Contractor so that the transition is carried out as seamlessly as possible.

The Contractor's Charges and KPIs

1.4The Contractor will not make any charges and the PCT is not obliged to pay any costs incurred by the Contractor in implementing the Exit Plan. The PCT will continue to pay Charges for Services provided during the Exit Period. The Contractor shall continue to meet the KPIs during the Exit Period.

1.5The Contractor shall ensure that the Exit Plan includes reasonable steps to mitigate any costs which the PCT may incur as a result of the expiry or early termination of this Agreement or any part.

The Contractor'sResponsibilities

1.6Many of the Contractor's responsibilities are set out in Clause 61 of this Agreement. A timetable for these events shall be set out in the Exit Plan.

1.7The Contractor shall carry out the tasks and activities below which will be more fully set out in the Exit Plan:

(a)Staff - continue to meet all its staff related obligations set out in the Agreement and comply particularly with Clauses 61.2(f), 61.4, 61.7(d) and 63 of this Agreement in respect of Transferring Employees;

(b)Documentation and Records - provide the PCT or any New Contractor with all records, service delivery reports and service documentation. Delivery of all records and other documentation set out in Clauses 61.2(e), 61.4, 61.5 and 61.7of thisAgreementwill be in accordance with the dates specified in the Exit Plan including:

(i)all files and any other materials or documents held by the Contractor or Contractor Parties related to this Agreement, the Services or the IM&T Services;
(ii)data records held by the Contractor on any systems used for administration (or Patient care) in a recognised industry standard computer format to be agreed with the PCT; and
(iii)any written procedures/process maps which relate to the Agreement, the Services or the IM&T Services;

(c)Management Procedures - work in accordance with the management process, controls and project style defined in the current version of the Exit Plan;

(d)Delivery of Assets – deliver up any assets which are being transferred to the PCT or a New Contractor in accordance with the dates in the Exit Plan;

(e)Novation or Assignment - upon the Exit Plan being invoked, consult with the PCT to ascertain which (if any) contracts, leases, licences and other agreements the PCT wishes to have novated or assigned to it or a New Contractor. The Contractor shall at the PCT’s request, novate or assign to the PCT or a New Contractor all equipment contracts, leases, licences and other agreements which the PCT requests shall be assigned or novated in accordance with Clauses 61.2(h) and 61.7(c);

(f)IM&T – consult with the PCT as to the arrangements for any transfer of the IM&T Services as required by the PCT;

(g)Return of the PCT’s Property and Confidential Information – return the PCT’s Confidential Information and other PCT property in accordance with Clause 61 of this Agreement and the dates set out in the Exit Plan;

[(i)Site - leave the Practice Premises in a clean and tidy state condition and fully comply with the terms of the [Underlease/Lease/Practice Premises Documents]in relation to vacating the Practice Premises;][3]

(j)Observation of Services - permit the PCT or at its request, any New Contractor, to have access to the Contractor Staff to observe the operational delivery of the Services during the Exit Period, and to help enable the Contractor to fulfil its obligations to transfer knowledge of the Services to the PCT or any New Contractor; and

(k)Avoidance of Unnecessary Costs - take all reasonable steps to co-operate with the PCT and any New Contractor to prevent avoidable costs from being incurred by the PCT or any New Contractor as a result of the Contractor's acts or omissions in respect of the Exit Plan.

105178163_4.DOC1

Annex 1

Operational Management Plan

OMP Ref. / Task/Activity
Title / Task/Activity Detail / Resource Responsibility / Completion Date
Operational Plan
Clinical
Workforce
Training and Induction
IM&T
Premises
Facilities Management
Equipment
Other (as required)
Exit Plan
Clinical
Workforce
Training and Induction
IM&T
Premises
Facilities Management
Equipment
Other (as required)

105178163_4.DOC1

[1] Correct reference to be inserted by PCT as appropriate.

[2] PCT to amend as appropriate to the local scheme.

[3] This paragraph will only be required where the Contractor is providing the Services from PCT-owned premises and will require amendment as appropriate. If the Practice Premises are owned by the Contractor or if the Practice Premises are owned by a third party and only part of the premises are used for the delivery of the Services this paragraph should be removed and marked "Not Used".