UFShands Contract Team

1. UF&Shands Contract Team 2010 Version

2. Contract Team Charter: Improve current UF and Shands contracting process. UF COM Laura Gruber Director, University of Florida Physicians Administration Associate Director, Continuing Medical Education Katherine Peck Associate Dean, Financial Services Shands HealthCare Mitch Herbert Director of Planning Vacant Position Staff Chip Koval Deputy General Counsel, Shands HealthCare Deborah Vincent Director, UF SVPHA Contracts and Related Services 2

3. Background ~ 280 UF/Shands Contractual Relationships ~ 80% COM or FCPA Agreements � (222 contracts) Medical Director � 34 Professional Services & Medical Director � 10 Professional Services (Physician Clinical Services) � 39 Professional & Clinical Services (Phys & Non-Phys) � 9 Clinical Services � (Non-Physician Clinical Services) - 48 Non-Clinical Services & Employee Lease Agreements - 44 Educational/Managed Care - 4 Support/Collaboration - 15 Leases � Real Property & Equipment - 19 ~ 4 Months � average time for new contract Data as of 08/26/09

4. Goals Develop a better contracting process. Incorporates negotiating, drafting, and review Increases collaboration between UF COM and Shands HealthCare More efficient� Fair and balanced Repeatable Transparent Provide for outcomes that are the best for the entire Academic Health Center. Create contract templates to promote standardization of terms Develop consistent and uniform business terms Create a forum for resolution of maximum number of issues prior to presentation to senior management 4

5. Old Contracting Process 5 Current process issues: Contract Initiators could be anyone. Lack of knowledge, expertise, and skill in developing and negotiating business agreement. Two bold items above result in:� Inordinate amount of time and resources expended on contracts Lack of coordination/uniformity within Shands and within COM, and between Shands and COM, regarding contracting process. COM more coordinated � dependent on one person-not process Inconsistent concepts of basic business terms (termination period; accountability for professional fees; documentation of services provided; etc.) Terms agreed upon at the operational level are changed by higher levels of management; or higher levels of management agree to terms not shared with operational level personnel Contracts are presented from UF Contracts office with no identification of Shands representative/responsible manager General lack of consistency, continuity, and comprehensive view of current and proposed agreements which results in more Senior management involvement. Documents College of Medicine Clinical Contract Request Form Information for Non-Research-Related Contracting No summary of business terms Current process issues: Contract Initiators could be anyone. Lack of knowledge, expertise, and skill in developing and negotiating business agreement. Two bold items above result in:� Inordinate amount of time and resources expended on contracts Lack of coordination/uniformity within Shands and within COM, and between Shands and COM, regarding contracting process. COM more coordinated � dependent on one person-not process Inconsistent concepts of basic business terms (termination period; accountability for professional fees; documentation of services provided; etc.) Terms agreed upon at the operational level are changed by higher levels of management; or higher levels of management agree to terms not shared with operational level personnel Contracts are presented from UF Contracts office with no identification of Shands representative/responsible manager General lack of consistency, continuity, and comprehensive view of current and proposed agreements which results in more Senior management involvement. Documents College of Medicine Clinical Contract Request Form Information for Non-Research-Related Contracting No summary of business terms

6. New Contracting Process 6 CONTRACT REVIEW AND EXECUTION PROCESS � Four Steps of the Contract Review and Execution Process Negotiation Contract Team Review Documentation Execution � Negotiation All contracts must be initiated as the result of joint efforts between a representative of UF and a representative of Shands Contract Initiators (�CIs�) will be responsible for agreeing on the operational issues and terms of the transaction and for shepherding the agreement through the contracts process The business terms (payment cycle; required documentation of services; termination language) will be standardized as much as possible; there will be some variation as a function of the type of contract/service. Legal terms shall be standardized and not subject to discussion or negotiation by CIs. The CIs shall complete the then current version of the Contract Data and Information Sheet (CDIS) that is available at: (there will be a new link for the new form) Fields of the CDIS are mandatory as indicated. CDIS shall contain names of CI�s supervisor(s). Provision of the names of the supervisors shall constitute representation by the CIs that they have each received approval/authority from their respective supervisor to pursue the proposed transaction, including the requisite budget/financial approvals Both CIs must sign and date the CDIS CIs responsible for transmitting the CDIS to the Contract Team Email e-version of the CDIS � Contracts Team Review Team shall meet biweekly and otherwise as needed. Email shall be preferred mode of communication. Faxes shall be avoided - not green-wise; lacks documentation/trail Any incomplete CDISs will be returned to CIs with indication of deficiency. Contract Team will review CDIS within 7 business days of the date on which each is transmitted by the CIs. Questions/ambiguities will be sent to CIs for resolution. Contract Team will standardize forms for various types of transactions Medical director Professional medical services Real property leases Support Contract Team shall have the authority to compel CIs and other involved persons to attend Contract Team meetings to facilitate issue resolution Contract Team shall have the authority to resolve and agree to terms Contract Team shall draft a condensed version of agreed upon terms for transmission to Senior Leadership, and which shall clearly identify any unresolved issues � Documentation Once agreement is reached on CDIS terms, document will be sent to UF Contracts and Related Services for drafting UF Contracts and Related Services Office will draft and route to Contract Initiators and Shands Legal Services. Contract Initiators shall read and review for conformity to their intent Contract Initiators then route per their respective internal routing processes � Execution CI�s send final form to Contract Team. If approved, final form routed for execution per existing process accompanied by approvals from Contract Team and CIs � Post Execution Follow Up If contract term exceeds one year, CIs shall meet no less than 45 days prior to each anniversary date to review terms and determine need for contract modification or termination CONTRACT REVIEW AND EXECUTION PROCESS � Four Steps of the Contract Review and Execution Process Negotiation Contract Team Review Documentation Execution � Negotiation All contracts must be initiated as the result of joint efforts between a representative of UF and a representative of Shands Contract Initiators (�CIs�) will be responsible for agreeing on the operational issues and terms of the transaction and for shepherding the agreement through the contracts process The business terms (payment cycle; required documentation of services; termination language) will be standardized as much as possible; there will be some variation as a function of the type of contract/service. Legal terms shall be standardized and not subject to discussion or negotiation by CIs. The CIs shall complete the then current version of the Contract Data and Information Sheet (CDIS) that is available at: (there will be a new link for the new form) Fields of the CDIS are mandatory as indicated. CDIS shall contain names of CI�s supervisor(s). Provision of the names of the supervisors shall constitute representation by the CIs that they have each received approval/authority from their respective supervisor to pursue the proposed transaction, including the requisite budget/financial approvals Both CIs must sign and date the CDIS CIs responsible for transmitting the CDIS to the Contract Team Email e-version of the CDIS � Contracts Team Review Team shall meet biweekly and otherwise as needed. Email shall be preferred mode of communication. Faxes shall be avoided - not green-wise; lacks documentation/trail Any incomplete CDISs will be returned to CIs with indication of deficiency. Contract Team will review CDIS within 7 business days of the date on which each is transmitted by the CIs. Questions/ambiguities will be sent to CIs for resolution. Contract Team will standardize forms for various types of transactions Medical director Professional medical services Real property leases Support Contract Team shall have the authority to compel CIs and other involved persons to attend Contract Team meetings to facilitate issue resolution Contract Team shall have the authority to resolve and agree to terms Contract Team shall draft a condensed version of agreed upon terms for transmission to Senior Leadership, and which shall clearly identify any unresolved issues � Documentation Once agreement is reached on CDIS terms, document will be sent to UF Contracts and Related Services for drafting UF Contracts and Related Services Office will draft and route to Contract Initiators and Shands Legal Services. Contract Initiators shall read and review for conformity to their intent Contract Initiators then route per their respective internal routing processes � Execution CI�s send final form to Contract Team. If approved, final form routed for execution per existing process accompanied by approvals from Contract Team and CIs � Post Execution Follow Up If contract term exceeds one year, CIs shall meet no less than 45 days prior to each anniversary date to review terms and determine need for contract modification or termination

7. Contract Team Bridge between Contract Initiators and legal staff Knowledge experts Enterprise resource Educate Contract Initiators Centralized accountability Value-added contracts Consistent treatment of similar transactions Innovative solutions Improved relationships Leadership�s and management�s administration time is minimized Legal staff time is minimized 7

8. Tools Contract Review and Execution Process Contract Request Data and Information Sheet Business Terms Summary Standardized contracts Medical director Professional medical services Real property leases Support 8

9. Detailed instructions for Contract Data and Information Sheet Assistance with filling out Contract Data and Information Sheet Facilitation of issue resolution Authority to resolve and agree to terms Translation of CDIS to Business Terms Summary Sheet Post execution follow-up 9

10. Materials and Contact Info All Contract Team materials can be found at: http://contracts.health.ufl.edu Members of the Contract Team can be reached at: contract-request@comfs.ufl.edu Contract Team will meet on a bi-weekly basis 10