EXHIBIT 1
Grant For Partnership In Improving The Safety Of Health Care Services
NOTICE OF GRANT
AWARD AND AGREEMENT
The Florida Medical Malpractice Joint Underwriting Association (“FMMJUA” or the “Association”) hereby awards a grant in the amount of $___________ to _______________ (“Grantee”). This award is subject to the terms and conditions below (“Grant Agreement” or “Agreement”). Acceptance of this award including all terms and conditions is acknowledged by the Grantee when this Agreement is signed by a duly authorized agent of the Grantee and returned to the FMMJUA.
Part I -- Award
Information
1.1 Budget
Information
The total approved budget for this Grant is $ ________________ , as detailed in the Grantee’s budget submitted pursuant to section 4.4 of the Request for Applications for Grants for Partnerships in Improving the Safety of Health Care Services (“RFA”), which is incorporated by reference as if set forth fully herein.
The Request for Applications for Grants for Partnerships in Improving the Safety of Health Care Services (the “RFA”), any addenda to the RFA, and the Grantee’s application submitted pursuant to the RFA, as well as all related documents and materials (collectively the “Grant Documents”) are incorporated by reference as integral parts of this Grant Agreement.
1.2 Funding Schedule
Funds will be provided to the Grantee by the FMMJUA according to the following schedule:
1.3 Availability of Funds to the FMMJUA
Although the current financial position and Plan of
Operations of the FMMJUA supports the issuance and continued funding of this
Grant, the FMMJUA is subject to the oversight and control of the Florida Financial
Services Commission and Office of Insurance Regulation. If any term or condition of this Grant Agreement
becomes contrary to
1.4 Taxes
The FMMJUA shall have no responsibility for the payment or remittance of taxes which become payable by the Grantee or its agents, subcontractors, or employees, in performance of this Grant Agreement.
Part II --
Cooperative Agreement Terms and Conditions of Award
2.1 Grantee Rights and Responsibilities
The Grantee will have primary and lead responsibilities for the project as a whole, including research design and protocol development, participant recruitment and follow-up, data collection, quality control, preparation of publications exclusively about the data collection, analysis, information dissemination and testing of safe practice interventions to improve patient safety.
The Grantee is required to meet the grant oversight, project monitoring, and program evaluation requirements described below, including the bi-monthly conference calls, quarterly progress reports, data collection, and site visits. The Grantee is required to collaborate and cooperate with other FMMJUA grantees and any independent third-party evaluator of the FMMJUA, as the FMMJUA Board of Governors (the “Board”) deems appropriate.
It is the policy of the FMMJUA that women and members of minority groups be included in all FMMJUA-supported research projects involving human subjects, unless a clear and compelling rationale and justification are provided that inclusion is inappropriate with respect to the health of the subjects or purpose of the research.
2.2 FMMJUA Responsibilities
The FMMJUA Board or FMMJUA General Manager, or their designee, is responsible for convening and participating in bi-monthly conference calls, reviewing quarterly progress reports and providing input as needed, conducting site visits and preparing site visit reports, and participating in an annual progress evaluation meeting.
The FMMJUA’s role is to support and stimulate the Grantee’s activity by involvement in and otherwise working with the Grantee in a partnership role, but it is not to assume direction, prime responsibility, or a dominant role in the activity. Cooperative activities between the Grantee and the FMMJUA or among the Grantee, FMMJUA and other grantees where appropriate, are intended to strengthen individual projects and at the same time generate collaboration across projects. Specific cooperative tasks in carrying out individual projects may be shared among the grantees and assist them with their project activities or in coordinating the activities of different grantees. The Board, individually or in conjunction with the Grantee, may publish analyses and syntheses of aggregated findings from the partnerships in improving the safety of health care services.
2.3 Collaborative Responsibilities
When appropriate and feasible, the FMMJUA may direct the Grantee to work with other grantees to identify collaborative opportunities that can contribute to the overall success of their projects and the overall success of the FMMJUA grant program. These collaborative relationships may be facilitated by the FMMJUA Board or its designee; instigated by the Grantee through self-identified opportunities, subject to the approval of the FMMJUA Board or its designee; or developed via other mechanisms over the duration of the award.
Part III --
Exclusivity
3.1 Exclusivity and Non-Assignability of Contract
This Grant Agreement is an exclusive and personal contract and may not be assigned in whole or in part by the Grantee without the prior written approval of the FMMJUA. This Grant Agreement shall not automatically inure to the benefit of any successors in interest to the Grantee.
3.2 Assignment of the Grant: No Third-Party Benefits
This Grant Agreement is not assignable except with the prior written approval of the FMMJUA. Monies due under this Grant Agreement are not assignable except with the prior written approval of the FMMJUA.
If an assignment is approved, the terms and conditions of this Grant Agreement shall apply to and bind the party or parties to whom the Grant is assigned as completely as the Grantee. No assignment, if any, shall release the Grantee from its liability for the prompt and effective performance of its obligations under this Grant Agreement.
This Grant Agreement is for the benefit of the FMMJUA and the Grantee and not for the benefit of any third party or person.
Part IV --
Materials; Work Product; Records; Privacy
4.1 Ownership of Materials: Intellectual Property
All materials and data produced for the FMMJUA under this Grant Agreement shall be owned by the FMMJUA unless otherwise agreed to in writing by the FMMJUA. All books, manuals, films, tapes or other material that may be subject to copyright produced as a result of the Grant Agreement shall be deemed work for hire and shall be the property of and delivered to the FMMJUA. Any and all patents, copyrights or trademarks accruing under or in connection with the performance under this Grant Agreement are hereby exclusively reserved to the FMMJUA.
4.2 Intermediate Work Product
Intermediate or preliminary work product of the Selected Agency or Institution will be made available for examination by the General Manager and other authorized representatives of the FMMJUA upon demand.
4.3 Public Access
to Records
All documents, papers, letters, or other materials relating to the Grant Agreement that are made or received by the Grantee may be subject to the Florida Public Records Law pursuant to Chapter 119, Florida Statutes.
All documents, papers, letters, or other materials relating to the Grant Agreement that are made or received by the Grantee in conjunction with this Grant Agreement shall be maintained for a period of five years after the expiration of this Grant Agreement. The FMMJUA may cancel the Grant Agreement for the Grantee’s refusal to allow access to public records.
4.4 Privacy of Protected Health Information
The Grantee is solely responsible for compliance with federal regulations promulgated by the U.S. Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) related to the privacy of protected health information, as well as all other state and federal laws relating to the privacy of individually identifiable health care information and all other laws related to data confidentiality, privacy, and consumer protection.
Part V -- Indemnification
5.1 Indemnification of the FMMJUA
The Grantee shall be liable for, and shall indemnify, defend, and hold the FMMJUA, its officers, Board members, agents, and employees harmless from all claims, suits, judgments, or damages (including litigation costs and reasonable attorney’s fees) arising from the Grantee’s performance of its duties under this Grant Agreement, including but not limited to:
(1) In obtaining consent of any nature whatsoever;
(2) In protecting the FMMJUA against claims for the unauthorized use of the name or likeness of any person, libel, slander, defamation, disparagement, piracy, plagiarism, unfair competition, idea misappropriation, infringement of copyright, title, patent, slogan, or other property rights and any invasion of the right of privacy; and
(3) Any and all claims arising from contracts between the Grantee and third parties made pursuant to this Grant Agreement.
Part VI --
Warranties by the Grantee
By executing this Grant Agreement, the Grantee covenants and warrants as follows:
6.1 Grantee is a Lawfully Constituted Entity
The Grantee is lawfully organized and constituted under all federal, state, and local laws, ordinances, and other authorities of its domicile and is otherwise in full compliance with all legal requirements of its state of domicile. Grantee is possessed of the legal authority and capacity to execute and perform all terms of this Grant Agreement.
6.2 No Violations of Law
The execution and performance of this Grant Agreement and all other Grant Documents are not known to violate any term or provision of any law, writ, judgment, decree, injunction, or similar order applicable to the Grantee.
6.3 Grantee
Operates in the State of
At the time the Grantee submitted its application pursuant
to the RFA, and at all times thereafter until the expiration of this Grant
Agreement, the Grantee has operated and will continue to operate within the
geographic boundaries of the State of
6.4 Authority to
Conduct Business in
The Grantee has been duly authorized to operate and conduct
business in the State of
6.5 No Conflict of Interest
The Grantee and its officers, directors, employees, and agents, have no present interest and shall not acquire any interest which would conflict in any manner with the Grantee’s duties and obligations under this Grant Agreement.
6.6 Insurance
During the term of this Grant Agreement, the Grantee at its
sole expense shall secure and provide insurance of such a type and with such
terms and limits as may be reasonably associated with the execution and
performance of all Grant activities.
Providing and maintaining adequate insurance coverage is a material
obligation of the Grantee. Upon request,
the Grantee shall provide the Association with a certificate of insurance. The limits of coverage under each policy
maintained by the Grantee shall not be interpreted as limiting the Grantee’s
liability and obligations under this Grant Agreement. All such insurance policies must be through insurers
authorized or eligible to write such policies in
6.7 Conformity with all Grant Documents
All activities performed by the Grantee during the term of this Grant Agreement shall in all respects conform to, and function in accordance with, this Grant Agreement, the RFA, and all other Grant Documents.
Part VII -- Grant
Oversight; Project Monitoring Requirements
7.1 Conference Calls
The Grantee is required to participate in bi-monthly conference calls to facilitate communication between the Grantee and the Association on all project activities and otherwise evaluate the implementation of the Grant against its original goals and budget.
7.2 Grantee’s Attendance at FMMJUA Meetings
From time to time, the FMMJUA may request that a
representative of the Grantee appear in person at a meeting of the FMMJUA
anywhere in
7.3 Progress Reports
The Grantee is required to submit quarterly progress reports
to communicate project activities to the Association. At a minimum, the progress reports must
include information on progress to date measured against the project’s original
aims and budget, key findings, significant problems and resolutions, and
inclusion of priority (i.e.,
7.4 Site Visits
The Association may conduct site visits upon reasonable advance notice to assess the project’s implementation and level of institutional support for the project.
7.5 Program
Evaluation
The Grantee agrees to provide progress reports, evaluation reports, and participate fully in any program evaluation effort supported by the FMMJUA.
To obtain information about the lessons learned through the FMMJUA’s grants to improve the safety of the delivery of health care services to patients, the FMMJUA may contract with an independent third-party evaluator to collect both process (implementation) and outcome (impact) information about each of the funded projects. Evaluation plans may be developed with each Grantee post-award and will be based on project objectives and anticipated outcomes. Each Grantee may be required to provide data to the FMMJUA, its designee, or third-party evaluator and required to participate in evaluation-related conference calls and site visits. If an evaluation is requested, the FMMJUA, its designee, or its third-party evaluator will work with each Grantee to establish the metrics for the project. Each Grantee, however, will be required to provide data if so requested.
7.6 Audit
The Association reserves the right to audit the Grantee for compliance with this Grant Agreement and all other Grant Documents, including but not limited to inspection of all files and other records related to this Grant or the Grantee and interviews with Grantee or other related personnel.
7.7 Records Retention
The Grantee shall maintain on file, for a period of five years after the termination of this Grant Agreement, all supporting documents for costs incurred pursuant to this Grant Agreement. These files shall be available for inspection by the Association upon reasonable notice.
7.8 Change of Conditions
If the Grantee experiences a material change in organizational structure, ownership, or management, or a material change in its financial condition, the Grantee must notify the General Manager of the FMMJUA in writing at the time the change occurs or is identified, whichever is sooner.
Part VIII --
Termination
8.1 Default by the Grantee
Failure of the Grantee to perform according to this Grant Agreement and all other Grant Documents shall be deemed a default. In the event of a default, all costs, along with any other remedies provided by the Grant Documents, shall be charged against the Grantee, and all funds given to the Grantee pursuant to this Grant Agreement shall be returned within seven (7) days to the Association, subject to the Association’s agreement in writing as to funds earned by the Grantee for performance under this Grant Agreement prior to the date of default.
All proprietary materials and associated information are considered to be the property of the Association and shall be returned to the Association upon the default by the Grantee.
8.2 Termination for Cause
This Grant Agreement may be terminated, effective immediately or on such terms as the FMMJUA deems appropriate, if the FMMJUA determines any of the following Causes have occurred:
(1) The Grantee knowingly furnished any statement, representation, warranty, or certification in connection with any Grant Document which is false, deceptive, incorrect, or incomplete;
(2) The Grantee fails to perform to the FMMJUA’s satisfaction any material requirement of the Grant Agreement or defaults in performance of the Grant Agreement, at any stage during the period of this Grant Agreement;
(3) The performance of the Grant Agreement is substantially endangered by the action or inaction of the Grantee, or such occurrence can be reasonably anticipated; or
(4)
The State of
If this Grant Agreement is terminated for Cause by the FMMJUA, the FMMJUA shall be obligated only for the services actually rendered prior to the date of notice of termination, to be determined wholly in the discretion of the FMMJUA, less any damages that may be assessed for non-performance.
Part IX -- Choice
of Law; Appeal; Forum; Grant Agreement Controlling
9.1 Choice of Law
This Grant Agreement shall be construed and enforced in
accordance with the laws of the State of
9.2 Appeal
If the Grantee or any other person or organization is aggrieved with respect to any action or decision of the Board, it may make written request for relief to the Board followed by appeal to the Florida Insurance Commissioner as provided in Section 7 of the FMMJUA Plan of Operation.
9.3 Forum Selection
Section 9.2 nothwithstanding, the FMMJUA and Grantee consent to the exclusive jurisdiction of the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida, with respect to all legal proceedings related to the provisions of this Grant Agreement instituted by the Grantee or the FMMJUA.
9.4 The FMMJUA is
not an Agency
The FMMJUA is not a state agency for purposes of the Florida Administrative Procedure Act, Chapter 120, Florida Statutes. No provisions of the Act are incorporated by reference into any Grant Document, including this Grant Agreement, or any activity of the FMMJUA or Grantee conducted pursuant to any Grant Document.
9.5 Conflict Among
Grant Documents
In the event of a conflict among the Grant Documents, the provisions of this Grant Agreement shall govern. An issue being addressed in only one Grant Document does not constitute a conflict in language.
Part X --
Construction
10.1 Severability
If any part, term, or provision of this Grant Agreement is held by a court to be illegal or in conflict with any law of the State of Florida, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Grant Agreement did not contain the particular part, term, or provision held to be invalid, to the extent that the rights and relationships of the parties would not be materially adversely affected. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Grant Agreement a legal, valid, and enforceable provision as similar to the terms and intent of such illegal, invalid, or unenforceable provision as may be possible.
10.2 Section Headings
The section headings and titles within this Grant Agreement are intended for the convenience of the reader and are not substantive provisions of this Grant Agreement.
10.3 Counterparts
This Grant Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
10.4 Entire Agreement
This Grant Agreement and all Grant Documents incorporated by reference constitute the entire binding Agreement between the parties and supersede all prior agreements or drafts relating to the subject matter of this Grant Agreement. All prior negotiations concerning the terms, conditions, and performance of this Grant Agreement have been merged into this Grant Agreement.
10.5 Notice
For purposes of this Grant Agreement, all notices and other
communications provided for in this Grant Agreement and execution and
performance of the same shall be in writing and shall be deemed to have been
duly given when delivered or when mailed by
If to the Association:
Mr. Preston
FMMJUA
If to the Grantee:
10.6 Modification
No provision of this Grant Agreement may be modified, waived, or discharged unless agreed to in writing by the Board of the Association. No waiver by either party hereto of, or compliance with, any condition or provision of this Grant Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar condition or provision at the same or any other time. No agreements or representations with respect to the subject matter of this Grant Agreement have been made by either party which are not set forth expressly in this Grant Agreement or which are not specifically referred to in this Grant Agreement.
10.7 Construction of Terms
Unless the context plainly indicates otherwise, words using the singular or plural number shall include the plural or single number, respectively. Pronouns of any gender shall include each other gender.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Grant Agreement as of the date written below.
By: _________________________________ __________________________
Name, Title: Date
Grantee:
By: ________________________________ __________________________
Name, Title: Date