Clinical Commissioning Group
and
xxxx.
on behalf of the following BaNES Pharmacy Branches:
xxxx
xxxx
xxxx
Memorandum ofAgreement relating to the provisionof NHS Service for Emergency Supply of Prescription only Medicines (POMs) and Urgent Medicines 2014/15
1st February 2015 until 31 January 2016
Para Number / Heading
1 / Definitions
2 / Contract Period
3 / Representations and Warranties
4 / Services
5 / Equipment, materials and Consumables
6 / Records
7 / Staff
8 / Assignment and Subcontracting
9 / Service Variations
10 / Authorised Officers
11 / Meetings and Monitoring
12 / Prices and Payment
13 / Indemnity
14 / Insurance
15 / Termination
16 / Force Majeure
17 / Complaints
18 / Incidents
19 / Dispute Resolution Procedure
20 / Confidentiality
21 / Entire Agreement
22 / Human Rights Act 1998
23 / Non Discrimination
24 / Freedom of Information Act
25 / Mitigation
26 / Governing Law
Schedules 1.1 and 1.2:-Service Specifications
Schedule 2.1 and 2.2 :-Payment Arrangements
THIS MEMORANDUM OFAGREEMENT is made on 1st February 2015
BETWEEN:
(1)Bath and North East Somerset Clinical Commissioning Group, whose Headquarters is at
Kempthorne House, St Martins Hospital, Midford Road, Bath, Avon, BA2 5RP (the "CCG"); and
(2)XXX.whose registered office is at XXX(the "Provider")
BACKGROUND:
(A)The CCG is the commissioner of health services for the Bath and North East Somersetarea. The CCG wishes to purchase an NHS Service for Emergency Supply of Prescription-only-Medicines (POMs) and Urgent Medicines
(B)These services as outlined in Schedules 1aand 1b will be delivered by the Provider under the Terms set out in the Agreement
IT IS AGREED AS FOLLOWS:
1Definitions
1.1In this Memorandum of Understanding , save where the context requires otherwise, the following words, terms and expressions shall have the meanings given to them below:
"1998 DPA Act"
means the Data Protection Act 1998 and includes reference to all related legislation
"Agreement"
means this Memorandum of Agreement
"CCG's Authorised Officer"
means the person nominated by the CCG in accordance with Clause 10.2
"Clinician"
means a clinician employed or engaged by or through the Provider in the provision of the Services or in connection with this Agreement, whether such clinician is a partner, director, sub contractor, member of agency staff or is in any manner employed or engaged by the Provider or is employed on his own account as an independent contractor to the Provider
"Commencement Date"
means 1st February 2015.
"Contract Meeting"
means the meeting between the CCG’s Authorised Officer and the Provider's Authorised Officer to be held in accordance with Clause 10.5
"Contract Period"
means the period that this Agreement remains in force, commencing on the Commencement Date for one year.
"CRB "
means the Criminal Records Bureau
"Directive"
means EC Council Directive 2001/23/EC
"Dispute Resolution Procedure"
means the procedure set out in Clause 19
"Force Majeure Event"
means any of the following:
(a)war, civil war, armed conflict or terrorism;
(b)nuclear contamination, unless the Provider is the source or cause of the
contamination;
(c)chemical or biological contamination of the Premises/Hospital from any of the events set out in (a);
(d)fire, explosion, lightning, storm, tempest, flood, ionising radiation, earthquake, riot or civil commotion;
(e)blockade or embargo; and
(f)pressure waves caused by devices travelling at supersonic speeds
in each case where such event is beyond the reasonable control of the Party claiming relief and directly causes the affected Party to be unable to comply with all or a material part of its obligations under this Agreement
"Good Industry Practice"
means the exercise of that degree of skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced service provider engaged in the provision of services similar to the Services under the same or similar circumstances
"Month"
means a calendar month
"Party"
means the CCG or the Provider individually and "Parties" refers to the CCG and the Provider together. A Party shall include all permitted assigns of the Party in question
“Premises”
means the facilities where the provider carries out the activity.
"Provider's Authorised Officer"
means the person nominated by the Provider in accordance with Clause 11.1
"Records"
means the records described at Clause 6.2
"Services"
means the provision of NHS Service for Emergency Supply of Prescription-only-Medications(POMS) and for the Supply of Urgent Medicines for 2014/15 for the population of Bath and North East Somersetby the Provider as set out in the Specification
"Specification"
means the specification of services at Schedules 1.1 and 1.2
"Staff"
means all personnel employed or engaged by or through the Provider in the provision of the Services or in connection with this Agreement, whether such personnel are partners, directors, subcontractors, agency staff or in any manner employed or engaged by the Provider or are employed on their own account as independent contractors to the Provider
2Contract Period
2.1The Parties are entering into this Agreement for an initial period of 1 year from 1stFebruary 2015 to ascertain best practice standards, specifications and costs for the Services. The CCG may choose to extend the contract period by a further 12 month period.
2.2One months’ notice of termination can be served by either party.
3Representations and Warranties
3.1The Provider warrants and represents that:
3.1.1it has full capacity and authority to enter into this Agreement and to provide the Services;
3.1.2it is not aware as at the date of this Agreement of any matters within its reasonable control which might or will adversely affect its ability to perform its contractual obligations under this Agreement; and
3.1.3it is not insolvent or unable to pay its debts, no order has been made or petition presented or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or manager has been appointed by any person of the whole or any part of its business or assets nor has any equivalent event take place.
4Services
4.1Subject to the terms of this Agreement, the Provider agrees to provide the Services with all due skill, care and diligence, and in accordance with:
4.1.1the terms of this Agreement, including the Specification within Schedules 1.1 and 1.2;
4.1.2all applicable UK and European laws and regulations;
4.1.3Care Quality Commission guidelines; and
4.1.4Good Industry Practice
4.1.5Bath and North East Somerset CCG Policy for Safe Guarding of Vulnerable Adults, Safeguarding of Children
as are in force throughout the contract.
4.2Without prejudice to Clause 4.1, the Provider shall conform with all reasonable instructions and directions of the CCG relating to the performance of the Services. Where there is a change in the contractual performance obligations on the provider then the parties will discuss any required adjustment to contract pricing.
4.3The Parties shall co-operate with each other in good faith and take all reasonable action as is necessary for the efficient transmission of information and instructions and to enable the CCG to derive the full benefit of the Agreement.
4.4The Provider shall co-operate with the CCG to enable the CCG to comply with its duties towards patient care and to undertake such practice and procedure to ensure that the minimum of interference occurs in the execution of this Agreement.
4.5The Provider shall ensure that all Staff take all such precautions as are necessary to protect the health and safety of employees of the CCG and patients, visitors and the general public.
4.6The Provider will inform the CCG as soon as possible of any actual or potential problems concerning the provision of the Services and any instances which may preclude the Provider from meeting its contractual obligations. If, at any time, the Provider becomes aware of any act or omission or proposed act or omission by the CCG which may prevent or hinder the Provider from providing the Services in accordance with the terms of this Agreement, the Provider's Authorised Officer shall forthwith inform the CCG of that fact. The provision of such information under this Clause shall not, though, in any way release or excuse the Provider from any of its obligations under this Agreement.
4.7The Provider will be responsible for providing and maintaining the Services at all times and will ensure continuity of service in accordance with the Specification. The Provider must have in place contingency plans and arrangements to ensure the continuity of the Services in all circumstances.
5Equipment, Materials and Consumables
5.1The Provider shall provide all staff, equipment, tools, appliances, materials or items required for the provision of the Services. The Provider shall keep and maintain all equipment provided and/or used by the Provider in the provision of the Services in good repair and condition as necessary for the proper and satisfactory provisions of the Services as set out in Schedules 1.1 and 1.2.
6Records
6.1The Staff must complete the patient /information documentation for each patient seen by the service
6.2The Provider must keep records which contain all information reasonably requested by the CCG, including the following as a minimum:
6.2.1details of any patients seen by the Staff at the Premises, including the date(s) the patient is seen and the details of any treatment received by the patient;
6.2.2details to be provided as specified in Schedules 1.1 and 1.2;
6.2.3details of any complaints of whatever nature regarding the provision of the Services as defined in Schedules 1.1 and 1.2;
6.2.4details of any incidents or accidents arising out of or in the course of the provision of the Services as defined in Schedule 3, including:
6.2.4.1the person who notified the Provider of the incident or accident (the Provider shall ensure that all its Staff report to it all incidents or accidents);
6.2.4.2the name and address (if known) of each and every person involved in the incident or accident;
6.2.4.3the nature and extent of the incident or accident including details of any personal injury or death suffered;
6.2.4.4the date and time of the incident or accident.
6.3A copy of the Records shall be:
6.3.1provided to the CCG’s Authorised Officer within 10 working days of each month end, other than for serious incidents, accidents or deaths which will be notified within 24 hours. A copy of these records shall form the basis of the Contract Meetings to be held in accordance with Clause 11;
6.3.2open to inspection by the CCG's Authorised Officer or nominee at any time on giving reasonable notice to the Provider; and
6.3.3kept by the Provider for a minimum of six (6) years.
6.4The Records shall be treated as confidential between the Parties. No copy, extract or summary of the Records, any part of them or any comment on them shall be supplied to any third party (other than in compliance with law or for the purposes of obtaining legal advice) without the prior written approval of the Parties. The Provider shall abide by the provisions of Schedules 1.1 and 1.2.
7Staff
7.1The Provider shall provide all Staff as are required to carry out the Services under this Agreement.
7.2The Provider shall assign to the Services at all times sufficient adequately qualified and trained Staff to provide the Services who shall have the skills, competence and expertise necessary and appropriate for the proper performance of the Services.
7.3The Provider shall ensure that the Staff engaged in the provision of the Services are properly managed to perform their required duties in accordance with the Specification and other provisions of this Agreement.
7.4The Provider shall ensure that all Staff shall at all times be properly attired and presentable.
7.5The Provider shall ensure its Staff have a means of identification in a form approved by the CCG’s Authorised Officer which shall be worn and kept visible at all times when carrying out work on behalf of the CCG.
7.6shall provide evidence of registration at any time if requested by the CCG.
7.7The Provider warrants that all Staff undertaking the service are registered with the GPhC
7.8The Provider shall ensure that all current and prospective Staff are screened, checked and inoculated against such infections and conditions as the CCGmay reasonably specify from time to time.
7.9The Provider shall ensure that all Staff work in compliance with all policies and procedures and all relevant Provider protocols and, in the event of any conflict, the CCG's policies and procedures will prevail unless otherwise agreed between the Parties.
7.10The CCG may (but not unreasonably) request the Provider to take disciplinary action against or to remove from work in or about the provision of the Services any person employed or engaged by the Provider (including, for the avoidance of doubt, all Staff). Following such request, the Provider, acting reasonably, shall take appropriate action, including disciplinary action, proportionate to the circumstances.
7.11 The Provider shall abide by the provisions defined in Schedules 1.1 and 1.2.
8Assignment and Subcontracting
Assignment
8.1Subject to Clause 8.2, no Party shall assign the whole or any part of the Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).
8.2The benefit or burden of this Agreement may be assigned or transferred by the CCG to any successor of all or part of its functions, property, rights and liabilities including a National Health Service CCG or other health service body as defined by Section 9(4) of the National Health Service Act 2006 or a Foundation CCG established under the National Health Service Act 2006.
Subcontracting
8.3The Provider shall not use subcontractors for the execution of any part of the Services without the written agreement of the CCG Commissioners.
9Service Variations
9.1Subject to clause 2.2, any variations to the Services or any provisions of this Agreementmust be agreed by both Parties and shall be recorded in writing and signed by both Parties.
10Authorised Officers
The Provider's Authorised Officer
10.1The Provider will nominate an employee or officer from time to time to be the Provider's Authorised Officer, who shall be a suitably qualified and senior member of the Provider's staff, (such nomination to be notified to the CCG in writing without delay) and the Provider's Authorised Officer shall be empowered to act on behalf of the Provider under this Agreement. The Provider's Authorised Officer may in turn nominate a deputy or deputies empowered to act on behalf of the Provider and shall notify the CCG accordingly in writing.
10.2The Provider's Authorised Officer at the Commencement Date will be:
Tracey Cox
Chief Operating Officer
NHS Bath and North East Somerset CCG
Kempthorne House, St Martins Hospital,
Midford Road, Bath,
Avon,BA2 5RP
All day to day operational issues should go via:
Joel Hirst
Senior Commissioner for Medicines Optimisation
NHS Bath and North East Somerset CCG
Kempthorne House, St Martins Hospital,
Midford Road, Bath,
Avon,BA2 5RP
01225 831853
10.3Any notice, information or communication given or made by or to the Provider's Authorised Officer or his nominated deputy shall be deemed to have been given or made by or to the Provider.
11Meetings and Monitoring
Meetings
11.1The CCG’s Authorised Officer or deputy and the Avon LPC Chief Executive or deputy shall hold regular Contract Meetings at times and places to be agreed between the Parties.
11.2The Contract Meetings shall be held initially on a Quarterly basis
11.3Any additional parties, including the Staff, may attend the Contract Meetings if their attendance is agreed by the CCG’s Authorised Officer and the Provider's Authorised Officer in advance of the relevant Contract Meeting.
11.4In the event that urgent issues arise between the scheduled Contract Meetings, exceptional Contract Meetings may be convened by either Party upon two (2) Working Days notice to the other Party.
11.5At each Contract Meeting, the attendees shall discuss the performance of the Parties' respective duties and obligations under this Agreement, the standard of the Services, the monitoring of the Services, any suggested improvements, variations, exclusions or reductions to the Services and the performance of this Agreement generally. If any deficiencies are identified, then the attendees shall agree how best to address such deficiencies and the appropriate steps shall be taken immediately by the relevant Party.
Monitoring
11.6The Provider shall abide by the provisions defined in Schedules 1.1 and 1.2.
11.7The CCG's Authorised Officer (or any person authorised by the CCG's Authorised Officer) may, acting reasonably at any reasonable time inspect, measure, monitor or test the Services or any part of them, and the Provider shall ensure that reasonable time and opportunity is allowed for such inspection, measurement, monitoring and testing.
11.8The Parties shall develop and implement arrangements for access and involvement by the local Health Watch in accordance with Clause 11.9.
11.9Subject to Clause 11.9.1 to 11.9.3 below, the Provider shall allow the local Health Watch to enter and inspect the Premises in accordance with the CCG's statutory powers
11.9.1the request to enter and inspect the Premises from the local Health Watch is in writing;
11.9.2the person to enter and inspect the Premises is authorised to do so in writing by the local Health Watch; and
11.9.3the entry and inspection of the Premises is carried out at a reasonable time.
12Prices and Payment
12.1The CCG shall pay the Provider for the provision of the Services in accordance with the mechanism and prices detailed in Schedules2.1 and 2.2. No additional charges shall be levied by the Provider in respect of the Services.
12.2The Provider will invoice the CCGon a calendar month basis in arrears.
12.3Payment of undisputed sums is to be made within thirty (30) Calendar Days of receipt of the relevant invoice, and payment of disputed sums is to be made within thirty (30) Working Days of such sums being agreed or determined in accordance with the Dispute Resolution Procedure.
12.4The CCG shall notify the Provider in writing within thirty (30) Calendar Days of receipt of the relevant invoice if it disputes any of the charges payable under such invoice. On the Provider receiving such notice of dispute, the Parties shall instigate the Dispute Resolution Procedure.
13Indemnity
13.1The Provider shall be liable for and shall indemnify the CCG, its officers, employees and agents against any liability, losses, costs, expenses, claims or proceedings whatsoever arising in respect of:
13.1.1any loss of or damage to property (whether real or personal);