OFFICIAL J3NY DOCUMENTS REIMBURSABLE ADVISORY SERVICES AGREEMENT between NATIONAL HEALTH FUND and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated 30 fovPm 27e r ,20 1 AGREEMENT FOR REIMBURSABLE ADVISORY SERVICES AGREEMENT dated the 30 day of Y,,,ta-r 20, between the NATIONAL HEALTH FUND (the "Client") and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank"). Whereas, the Client has requested the Bank to provide to the Client reimbursable advisory services (the "Reimbursable Advisory Services" or "RAS") described in the Schedule to this Agreement to provide support to the Client to conduct the systematic reviews of the key domains of the international examples and Polish Integrated Care Organization (ICO) of the health sector services delivery system, design ICO models of pilots, and build capacity in managing the ICO program in order to help achieve better integration of health care services delivery system. NOW, therefore, the parties hereto agree as follows: 1. Reimbursable Advisory Services. The Bank shall provide to the Client the services ("Reimbursable Advisory Services" or "RAS") described in the Schedule to this Agreement, on the terms and conditions set out in this Agreement, including the Annex hereto, which constitutes an integral part hereof. 2. Client Contacts. In carrying out the Reimbursable Advisory Services, the Bank will work closely with the designated officials of the Client. The Client will provide the Bank with the names and contact information for said designated officials. 3. Timing. While the Bank undertakes to mobilize all reasonable means available to it to carry out the Reimbursable Advisory Services in a timely manner, the work program and timetable set out in the Schedule to this Agreement have been prepared in good faith based in light of information currently available to the Bank, and are given on an indicative basis assuming that: (i) the Client and its personnel will carry out their respective duties in a satisfactory and timely manner; and (ii) the Client will at all times act in a timely manner in providing information, making decisions and providing necessary support as provided herein and as requested from time to time by the Bank. 4. Payment (a) The Client shall pay the Bank a fixed fee of three million three hundred and sixty six thousands polish zlotys) (3366000 PLN) in accordance with the following schedule of payment: Amount of Installment Event upon which Payment is Due -2- 1. 841500 PLN within 14 days of the date of signature of this Agreement 2. 1683000 PLN upon approval by the Client of the final report referred to as Output I and inception report referred to as Output 2 in the table under Section B of the Schedule to this Agreement. 3. 841500 PLN upon approval by to the Client of the final report referred to as Output 3 in the table under Section B of the Schedule to this Agreement. (b) All payments to the Bank hereunder shall be made in full within 14 days when due, upon submission of an invoice by the Bank. Payment shall be made, in Zlotys, in immediately available funds, without any deductions whatsoever for taxes, duties, charges or other withholdings, and notwithstanding any pending dispute between the parties, to such account as the Bank may from time to time designate in writing. 5. Effectiveness. This Agreement shall become effective as of the day and year first above written, once it has been duly signed by both parties. 6. Expiration. This Agreement shall expire on December 31, 2016 unless it shall earlier be renewed with the mutual agreement of the Client and the Bank. 7. Termination. Either the Client or the Bank may terminate this Agreement prior to its expiration upon ninety (90) days' written notice to the other. Upon receipt of such notice, the parties shall take all appropriate steps to terminate in an orderly manner the activities then ongoing under the Reimbursable Advisory Services and to settle promptly all outstanding matters. 8. Cooperation. (a) The Client shall at all times provide the Bank in a timely manner with any and all information that may affect the performance of the Reimbursable Advisory Services, inform the Bank of any developments relating to the Reimbursable Advisory Services, and do all things necessary to enable Bank Personnel to carry out the Reimbursable Advisory Services hereunder. The Client shall, in particular, without limitation: (i) provide to the Bank all information on the Client and the Advisory Services as may be necessary for the purpose; (ii) permit Bank Personnel to visit the Client facilities, and to have access to books and records relevant to the Advisory Services and to Client staff working in relation to the Advisory Services to be provided by the Bank; (iii) promptly notify the Bank of any proposed change in the nature or scope of the Advisory Services and of any event or condition which has or could reasonably be expected to have a material effect on the performance of the Services; and -3- (iv) promptly provide to the Bank such other information as the Bank from time to time reasonably requests about the Advisory Services to be performed by the Bank. (b) It is expressly agreed and understood that the Bank shall bear no responsibility for delay in performance occasioned by the Client's failure to provide its contribution as set forth in Section D of the Schedule or otherwise cooperate as set forth in paragraph (a) above. 9. Notices and Addresses. (a) All notices required or permitted to be given pursuant to this agreement shall be in writing and shall be deemed to have been duly given or made when delivered by hand or by mail, or facsimile to the signatories to this Agreement at their addresses as set out below or such other addresses as may be notified by either party from time to time. Notices forwarded by registered mail shall be deemed to be delivered upon delivery. Notices made by facsimile transmission shall also be confirmed by mail, with their effective date being the date of initial transmission. (b) The following addresses are specified for the purposes of this Agreement: For the Client: National Health Fund Gr6jecka 186 str, Warsaw, Poland tel. 22 572 60 00 fax 22 572 63 33 For the Bank: The World Bank 1818 H Street, NW Washington, DC 20433 USA Phone: (202) 477-1234 Fax: (202) 477- 6391 -4- IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names as of the day and year indicated below. NATIONAL HEALTH FUND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: By: Au rized Representative Authorized Representative Date: ________/l Date: .? O on .J?60 -5- SCHEDULE Description of the Reimbursable Advisory Services A. Reimbursable Advisory Services. Except as the Client and the Bank may otherwise agree, the Reimbursable Advisory Services shall include the following activities and outputs. 1. Component A: Systematic review of and case studies in the domains of the ICO Building on a conceptual framework to be developed jointly by the Bank and the Government, the Bank will carry out a systematic review to examine the key domains of ICO which will include international and local case studies. The review will have a focus on service contractual arrangements and organizational modalities for ICO. The review together with the case studies will aim at providing evidence of instruments and policy options in the areas of bundled contractual arrangements and Integrated Care Organization (ICO) for designing the models of pilots. Lessons from Poland's experience with integrated care models, for example disease management and drug related programs will be integrated to inform the design of models. The review will be conducted through document reviews, key stakeholder consultations, available case studies, international and local expert opinions, and other practical methods. Summary of activities to be conducted by the Bank: Activity 1: Conduct a short review of the health care system in Poland. Activity 2: Identify international experiences relevant to Poland in designing models of ICO and finalize the choice of organizations of ICO, and conduct systematic review/case studies of ICO models. This phase will be carried out in consultations with the three Project Specialist Teams (PSTs'), The Bank will provide the following deliverables: A report for each of the key domains which will: (i) outline the intervention options and their pros and cons with supporting evidence where available, and (ii) identify combinations of policy interventions that could maximize impact given the context in Poland. Identified case studies will be included in the reports together with the relevant, 1 The Project Specialist Teams have were established pursuant to the internal regulation of the President of the National Health Fund dated November 9, 2015. -6- detailed instruments that could serve later as a basis of development of the Polish integrated care models (such as contract examples between service providers and the insurer in different countries). A final summary report including the review findings and recommendations. 2. Component B: Models of the Pilot Design The Bank will support the elaboration of the design of the ICO models of pilots, which includes (i) finalizing the proposed pilot design strategy based on the review and consultations conducted in Component A; (ii) proposing the pilot intervention packages (such as different type of bundled service contract options and organizational modalities); (iii) recommending the generic statistical features for the pilot (sampling, matching etc.); (iv) recommending pilot instruments/questionnaires; and (v) preparing the draft pilot manual for each pilot site. The proposed pilot preparation will also include the method for selecting pilot location and the design of the baseline and post-intervention survey. In addition, communications tools targeting key stakeholders such as health professionals and patients will be developed. Furthermore, the proposed pilot preparation will pay specific attention to the following areas: - Legal assessment. The proposed pilot will require the evaluation of the current legal framework in Poland to review critical issues to the pilots, including patients' rights and obligations, confidentiality of information, roles and responsibilities of providers and other stakeholders. - Clinical governance framework, including developing a set of proposed initial protocols and organizational framework that are relevant to the proposed pilots. - Payment system, including elaboration of proposed global budgets and financial simulations. - Monitoring and evaluation combining pilot implementation and impact assessment. - Information Technology Assessment and requirements. This phase will be carried out by the Bank in consultations with the three PSTs, Advisory Board and the Steering Committee to guide the proposed pilot and evaluation approaches. -7- Summary of activities to be conducted by the Bank: Activity 1: Develop a piloting strategy for consultation. Activity 2: Conduct review and assessment in areas critical to the proposed pilots including legal governance, accountability, financing, and clinical management. Activity 3: Draft a health stakeholder's communication plan for the proposed pilot. Activity 4: Consult the proposed pilot strategy and plan with key stakeholders. Activity 5: Prepare the proposed pilot design documents. The Bank will prepare the following deliverables: Inception/ Preliminary report presenting the design models of pilots incorporating the three different settings of the health service delivery system: primary health care, ambulatory health and hospital care, summarizing pilot features and elements including the intervention packages and detailed pilot methodology, specifically including: (i) a proposed pilot design strategy; (ii) defined recommended interventions to be tested; (iii) generic statistical features for the proposed pilot; (iv) draft pilot instruments/ questionnaires; and (v) draft pilot manual for each pilot site. - Proposed pilots implementation documents (or draft pilot operational manual) comprising the following sections: 0 Institutional design of the pilots: (i) description of the role of the various partners and their responsibilities, (ii) general options for resources and organization to implement the pilots; and (iii) accountability and relationship with other institutions. o Draft implementation plan: (i) the phases and steps to be followed for the implementation; (ii) project schedule and timing estimates; (iii)risk analysis containing the major project risks and a plan of action to minimize and contain any risk factors; (iv) knowledge dissemination strategy containing a description of how the findings of the project will be communicated to the country policy makers and to the international academic and policy community (v) the policy and procedures to be followed during the implementation; and (vi) financial plan including budget, procurement plan, financial management arrangements. The final report presenting the full proposal of the pilot design models described in the deliverable 2. -8- 3. Component C: Capacity Building and Dissemination The Government will be responsible for the implementation of the ICO pilots and reforms and plans to adopt an actively participatory approach to make the policy design a joint process. The national experts included in the PST are expected to lead the implementation phase of the ICO pilots technically with the technical support of the Bank experts who will help identify technical content of the meetings and facilitate discussions, and reflect the conclusions in the review reports and pilot design in Components A and B above respectively. To this effect, the PST meetings will be synchronized with the systematic reviews and pilot design process under Components A and B above to provide real time inputs to the Bank team. In addition to the PST meetings, NFZ will organize national conferences with wider audiences meetings/ conferences about three times annually. The Bank will assist NFZ contribute to the programs of those conferences, update the status of the reviews and pilot design, and prepare technical findings and policy recommendations. Study tours to five selected countries representing different ICO modalities will be organized as part of the learning process. The Bank will recommend the candidate countries and programs, contact the host countries or programs, and propose a technical program for the visit. The study tours will be financed by the Client, and the cost is not part of the fee under Section 4 of the Agreement except for Bank staff travel cost. Summary of activities to be conducted by the Bank: Activity 1: Technically Facilitate PST meetings. Activity 2: Propose technical contents to the PST meetings. Activity 3: Assist the NFZ in the preparation and participate in the national conferences on the IDS reform organized by NFZ Activity 4: Design and facilitate the technical program of the study tours The Bank will prepare the following deliverables: - Participation and technical coordination of the meetings of the PSTs. - Technical contribution to the information materials produced by the NFZ. - Presentations during the PSTs meetings and national workshops and conference organized by the NFZ (max 3 per year). - Technical program of the study tours. -9- Any change to the foregoing scope of work shall be set out in a writing signed by the Client and the Bank, setting out the additional work to be undertaken and the fees in respect thereof. B. Timetable. Except as the Client and the Bank may otherwise agree, the Bank will perform the Reimbursable Advisory Services in accordance with the following tentative timetable: Deliverables Tentative Time Table Component A: April 2016 1. Review report of the key domains of the IDS. Component B: June 2016 2. Inception report presenting the ICO pilot design and implementation models. 3. Final report with the models for the pilot design.. November 2016 4. Component C: - Participation and technical coordination of the meetings of the Throughout project PSTs. period (November -Technical materials (PPT presentation, draft reviews, etc.) for 2015 to December the PST meetings 2016) -Proposed technical programs of the study tours - Technical contribution to the information materials produced by the NFZ. - Presentations during the PSTs meetings and national workshops and conference organized by the NFZ (max 3 per year) C. Bank Personnel. The following is an indicative list of the categories of Bank Personnel to be involved in carrying out the Reimbursable Advisory Services: health specialists and health economists. -10- D. Counterparts and Facilities. The Client shall provide the Bank Personnel with necessary administrative and organizational support for the Reimbursable Advisory Services. E. Records. The Bank shall keep appropriate records of the Reimbursable Advisory Services in accordance with its normal record-keeping practices and shall furnish to the Client such information regarding the Reimbursable Advisory Services as the Client shall reasonably request. As such, the Bank shall maintain appropriate records for a period of seven years after the end of the Bank's fiscal year to which the record pertains. ANNEX STANDARD TERMS AND CONDITIONS 1. Performance Standard; Non-Exclusivity. The Bank hereby shall carry out the Reimbursable Advisory Services with the same care and diligence as it uses in its other analytical and advisory activities. The engagement of the Bank as adviser to the Client hereunder is non-exclusive and shall not restrict the Client from engaging other advisers on the same or related issues. 2. Bank Personnel. The Bank shall, in its sole discretion, determine the composition of the staff (including staff holding consultant appointments) ("Bank Personnel") assigned to perform the Reimbursable Advisory Services. The Schedule to this Agreement contains an indicative list of Bank Personnel likely to be involved in carrying out the Reimbursable Advisory Services; provided, however, that the Bank retains at all times the right to assign such other person or persons in addition to, or substitution for, any of the persons appearing on that list as the Bank may deem necessary or appropriate in the performance of its duties hereunder. The Client may, if it has reasonable cause for dissatisfaction with the performance of any of the Bank Personnel, request the Bank to replace such person(s). For avoidance of doubt, it is agreed and understood that this Agreement does not create any employment or other contractual relationship between the Client and Bank Personnel. 3. Client Contributions. The Client shall carry out the activities and provide the facilities and other arrangements set out in the Schedule to this Agreement. 4. Bank Operational Policies. The Bank shall provide its advice in a manner consistent with its relevant environmental and social safeguards policies. 5. Confidentiality. The Parties agree that this Agreement and the outputs set out in the Schedule to this Agreement shall only be made available to the public after the Client has given its written consent to such disclosure. For this purpose, the Client hereby authorizes the Bank to publicly disclose this Agreement and the outputs set out in the Schedule to this Agreement in their final form. With respect to underlying information (other than the final outputs) provided by the Bank in support of the Reimbursable Advisory Services, the Bank reserves the right to designate said information as confidential. The Client may publicly disclose such information only after the Bank has given its prior consent. 6. Intellectual Property. The intellectual property rights of the Parties in any of its pre-existing data or documents used by the Bank in connection with the Reimbursable Advisory Services shall remain with that Party. The intellectual property rights in new materials prepared by the Bank in connection with the Reimbursable Advisory Services shall belong to the Client; provided, however, that the Bank shall have the global, non-exclusive, perpetual (for the duration of the copyright) , fully sub- licensable and royalty-free right to use, copy, display, distribute, publish and create - 12 - derivative works of all or part of these materials and incorporate the information therein in its research, papers, publications, web sites, and other media without the consent of the Client, subject to the limitations on disclosure of confidential information and any third party rights, as indicated in paragraph 5, Confidentiality, of this Annex 1. 7. Representation of the Bank's views and use of the Bank's name, marks and logo. (a) The Client agrees that it shall not represent, or permit the representation of, the Bank's views without the prior written consent of the Bank. (b) The Client further agrees that it shall not use, or permit the use of the Bank's name, marks or logos in any advertisements, promotional literature or information without the prior written consent of the Bank, and that if such consent is provided that it shall use the name, marks and logos strictly in accordance with the permission provided and with the insertion of the Bank's usual disclaimers. (c) Both parties shall include the appropriate attribution and disclaimers in new materials prepared in connection with the Reimbursable Advisory Services. 8. Disclaimers and Liabilities. (a) While the Bank will make diligent efforts in its performance of the Reimbursable Advisory Services, the Bank makes no express or implied representation or warranty as to the extent of success that may be achieved in the implementation of any recommendation contained in any work product prepared by or with the assistance of the Bank or Bank Personnel. (b) Without limitation to the immunities and privileges of the Bank under its Articles of Agreement and other applicable rules of law, the Bank shall not be liable to the Client or other third party for any loss, cost, damage or liability that the Client shall incur as a result of the Reimbursable Advisory Services, unless those resulting from the gross negligence or willful misconduct of the Bank or Bank Personnel. Notwithstanding anything herein, the Bank's liability, if any, to the Client hereunder shall not extend to any indirect, punitive or consequential damage, loss of profit or loss of opportunity, nor shall it exceed the amount of the professional fees received by the Bank for its account under this Agreement. (c) The Parties acknowledge and agree that it is not the purpose of this Agreement to create a partnership, joint venture or similar arrangement whereby the parties could be held jointly liable vis-a-vis third parties or for any other purposes. Nothing herein shall constitute a commitment by the Bank to provide financing to the Client in respect of the Project or otherwise. 9. Governing Law. This Agreement is governed by, and shall be construed in accordance with, the laws of England. - 13- 10. Settlement of Disputes. (a) The parties hereto will endeavor in good faith to resolve any differences and disputes under, or in connection with, this Agreement by amicable settlement. Any dispute arising out of or in connection with this Agreement which is not settled by agreement of the parties shall be finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules in force on the date of this Agreement. In the event of a conflict between the UNCITRAL Arbitration Rules and the terms of this Agreement, the terms of this Agreement shall govern. (b) Neither the Client nor the Bank shall be entitled in any proceeding under paragraph (a) of this Section to assert any claim that any provision of these Standard Conditions or of the RAS Agreement is invalid or unenforceable because of any provision of the Bank's Articles of Agreement 11. Privileges and Immunities; Tax Immunity. The Client recognizes and shall take all reasonable steps to give effect to the status, immunities and privileges of the Bank and its Personnel set forth in the Bank's Articles of Agreement and other applicable rules of law. The parties acknowledge and agree that no provision of this Agreement, nor the submission to arbitration by the Bank, in any way constitutes or implies a waiver, renunciation, termination, or modification by the Bank of any privilege, immunity or exemption of the Bank granted in the Bank's Articles of Agreement and other applicable rules of law. This includes, inter alia, the immunity of the Bank, its assets, income and its operations and transactions, from all taxation and customs duties. 12. Amendments. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by the Parties. 13. Saving of Rights. No course of dealing and no failure or delay by any party hereto in exercising any power, remedy, discretion, authority or other right under this Agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise. 14. Successors and Assignees; No Assignment without Consent. This Agreement binds and benefits the respective successors and assignees of the parties, provided that none of them may assign this Agreement in whole or in part without the prior consent of the other. 15. Entire Agreement and Counterparts. (a) This Agreement, together with its Schedule and Annex, constitutes the entire agreement among the parties hereto and supersedes any and all prior agreements, understandings and arrangements, oral or written, between the parties with respect to the subject matter hereof. (b) This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute the same agreement. - 14- 16. Termination. Notwithstanding termination or expiration of this Agreement, the provisions of this Agreement relating to (i) obligation of confidentiality under Section 5 of this Annex, (ii) the obligations spelled out in Sections 6 on Intellectual Property and 11 on Privileges and Immunities of this Annex; and (iii) the obligation of the Client to pay to the Bank remuneration for the Reimbursable Advisory Services performed prior to the date of termination or expiration of the Agreement, as well as reimbursement of any reasonable costs related to the termination of the Agreement by the Client, shall continue in full force and effect.