CN-640000-MOE29.pdf

AMERICAN COLLEGE OF SURGEONS

Trauma Quality Improvement Program

COOPERATION AGREEMENT

This Cooperation Agreement (“Agreement”) is entered into between the Florida Department of Health (“Department”) and the American College of Surgeons (“ACS”), located at 633 North Saint Clair Street, Chicago, Il 60611-3295 and jointly referred to as “the parties.” This Agreement includes the Department’s Order Terms and Conditions, which are attached and incorporated by reference. For purposes of this Agreement, all references to “Contractor” mean “ACS”.

WHEREAS, the American College of Surgeons Committee on Trauma (“ACS COT”) has developed the Trauma Quality Improvement Program (“ACS COT TQIP”), which uses data transmitted to the National Trauma Data Bank (“NTDB”) to provide reports, training, and other tools to assist hospitals and health centers in measuring trauma patient outcomes as part of their quality improvement activities;

WHEREAS, the Department will cooperate with the trauma centers that opt-in (“Collaborative”) for the purpose of quality improvement. The Department’s is responsible for serving as a catalyst for trauma process improvements and outcomes of the provisions of trauma care in an inclusive trauma system pursuant to sections 395.40 (2), and (6), Florida Statutes.

WHEREAS, the ACS wishes to cooperate with the Department in its quality improvement activities by providing certain information and reports to the Collaborative.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Term. The term of this Agreement (“Term”) shall begin on July 1, 2020, or the date it is fully executed, whichever is later, and shall continue for a three (3) year term.

2. Fees. In exchange for the services provided under this Agreement, the Department agrees to pay to ACS an annual participation fee for ACS COT TQIP as described in Exhibit C. ACS may adjust this fee from time to time and will provide at least 60 days’ advance written notice of any adjustment in fees, which must be agreed to by the Parties.

3. Payment.

a. Payment: ACS will provide an invoice to the Department dated July 1st coinciding with the date in Section 1 Term. Payment of the Annual Participation Fee for each year of the Term is due upon receipt. ACS will invoice annually with payment due sixty (60) days after receipt of the invoice.

b. Performance Measures and Financial Consequences: All deliverables must be completed 100 percent as specified. ACS must refund the Department ten percent (10%) during that contract year for failing to provide the deliverable as specified in Section 4.

4. Services Provided to the Collaborative (Deliverable). Attached hereto and incorporated herein as Exhibit A is a schedule of services to be provided to the Collaborative by ACS.

5. Collaborative Requirements. The Department shall comply with the requirements set forth in Exhibit B attached hereto and incorporated herein.

6. Access to and Use of Data. ACS owns all right, title, and interest in the ACS COT TQIP and NTDB and the aggregated data contained therein. ACS hereby grants the Department a limited, non-exclusive, DocuSign Envelope ID: E35B7E98-8CF4-48E6-8165-3095F90F2750 revocable license to utilize the data and reports provided under this Agreement for internal purposes only and related to the Department’s mission of quality improvement.

7. Collaborative’s Confidential Business Information. The Department will not disclose any data or reports provided by ACS to any third party, excluding collaborative participants, and will take all necessary steps to protect the confidentiality of all data and reports that the Department receives or generates in connection with this Agreement, unless required to do so by Florida law. Records deemed public records under Florida law may be disclosed as required.

8. Use of Name. Neither ACS nor the Department shall use the name or logo of the other party or of any of its affiliates, or any variation or acronym thereof, without the prior written consent of the other party, except that ACS may include the name of the Department in lists of participants in the ACS COT TQIP, and the Department may state that the Collaborative participates in the ACS COT TQIP.

9. Termination. ACS may terminate this Agreement at any point during the Term by giving thirty (30) days prior written notice to the Department if the Department materially fails to fulfill the terms of the Agreement or materially violates its conditions. The Department may withdraw from/terminate this Agreement at any time. In either case no refund of fees will be due. ACS may also terminate this Agreement for any reason with thirty (30) days prior written notice, or if ACS suspends data collection under the ACS COT TQIP program, in which case ACS will refund to the Department the pro rata portion of fees paid by the Department for the unfulfilled portion of the year for which the annual fee was paid.

10. Force Majeure. Neither party shall be liable for failure to meet any requirements of this Agreement, and this Agreement may not be terminated for such cause, if such failure is due to electrical outage, strike, natural disaster or other event beyond the control of the party, which makes performance impossible or impractical.

11. Miscellaneous.

a. Amendment. Any amendment to this Agreement must be in writing and signed by both of the parties.

b. Assignment. Except as otherwise provided herein, neither party may without the written consent of the other assign, delegate or otherwise transfer this Agreement or any of its rights or obligations under this Agreement.

c. Severability. If any part of this Agreement is determined to be invalid, illegal or unenforceable by any Act of Congress, state legislature, or by any regulation issued by the United States or a State, or declared null and void by any court with valid jurisdiction, then the parties will modify such part, if possible, to conform to the law, and the remaining parts will be fully effective and operative insofar as reasonably possible.

d. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings between the parties, whether oral or in writing, concerning its subject matter.

e. Jurisdiction. Intentionally omitted.

f. Third Party Beneficiaries. ACS and the Department agree that there are no third-party beneficiaries of this Agreement.

g. Waiver. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision.

h. Relationship of the Parties. The parties are independent contractors of each other.

Nothing in this Agreement shall be construed to create an employer/employee, joint venture, or other similar relationship between the parties. Neither party shall have the right to exercise control or direction over the business of the other party.

i. Authority. The undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party he or she represents, and that this Agreement will be binding on such party, and its officers, directors, agents, and employees.

j. Notices. Any notices required pursuant to this Agreement shall be in writing and sent by US Mail, personal delivery, next-day express mail, or by email addressed as identified below:

American College of Surgeons Florida Department of Health

Attn: Gay Vincent Attn: Trauma Program

633 North Saint Clair Street 4042 Bald Cypress Way A-22

Chicago, Il 60611 Tallahassee, Florida 32399

Fax: 312-202-5015 Fax: 850-921-8162

k. Entire Agreement: This agreement embodies the entire agreement and understanding between the parties, on the subject hereof.

The parties have caused this agreement to be executed by the following duly authorized officials:

Gay Vincent, Chief Financial Officer American College of Surgeons

Date

FEIN No. 38-2192800

Print Name and Title of person accepting on behalf of the Department Collaborative

Signature of person accepting on behalf of the Department

Date

6/8/2020

6/15/2020

Gay Vincent ACS HIPAA Privacy Officer

Exhibit A Services Provided

Training and Education

1. TQIP Training Activities. The annual fee includes the registration fee for two people to attend the in-person annual conference. Additional people may attend the in-person training at the registration cost set for each annual conference.

2. An unlimited number of individuals may access the TQIP online training at no additional cost.

3. Conference Calls/Web Conferences. ACS will have regular conference calls to conduct training on relevant topics such as the use of TQIP data for performance improvement and data quality issues and to present report results to participants.

The Collaborative will have access to these calls/web conferences.

4. Educational Activities. TQIP educational experiences will be provided on a monthly basis and in a variety of formats. The Collaborative will have access to these activities.

5. Online Tools. ACS will provide the Collaborative with access to an online portal, which can be used for education (e.g. toolkit) and communication between the ACS and the Collaborative TQIP participants and among Collaborative participants.

6. An opportunity for the Collaborative to meet or network at the TQIP Annual Meeting will be provided.

7. ACS may be available to attend Collaborative trauma system meetings, at the request of the Collaborative, and depending on availability.

Data Accrual

ACS will accept TQIP data submissions from individual hospitals that are fully enrolled in

TQIP.

Clinical Performance Improvement Reports

ACS will develop reports for use by the Collaborative in support of Clinical Performance Improvement efforts. These reports will allow the Collaborative to view data in summary and detail and to benchmark the Collaborative’s TQIP Participant results against other participants. These reports include but are not limited to:

a. Annual Reports including

i. Two risk-adjusted outcomes reports with the Collaborative’s TQIP Participants and Collaborative identified, with individual TQIP Participant permission.

ii. Additional Collaborative reports are available for an extra fee at the Collaborative’s request and ACS approval.

b. New report development as deemed appropriate by ACS.

c. Access to TQIP analytic reporting tools (e.g. TQIP Driller) as appropriate.

d. Standard TQIP Participant Use File.

e. Hospitals participating in ACS TQIP Start-up Year will not be included in the Collaborative report.

Customer Service Support

ACS will supply customer service and technical support to the Collaborative including phone and email support - timely response to questions.

Exhibit B Participation Requirements

1. Commitment from the Collaborative to oversee ACS TQIP implementation and administration. The Collaborative will identify medical or clinical and administrative designees for TQIP.

2. Participation of Collaborative’s designees on conference calls.

3. Funding for the Collaborative’s designees to attend the ACS TQIP annual conference. Annual fee to ACS does not include travel costs.

4. The Collaborative must provide ACS with a list of participating centers at the time of initial collaborative enrollment and prior to annual invoicing each year.

Exhibit C Annual Fees

The Collaborative agrees to pay ACS an annual fee for participation in ACS TQIP.

Detailed below is the current ACS TQIP Collaborative pricing structure as of July 1, 2016.

Collaborative fees are based on the number of TQIP centers participating in the Collaborative at the time of initial state/regional TQIP enrollment and during annual contract renewal. Collaborative fees are subject to change based on adjustments to the number of participating centers annually.

Tier # of hospitals Fee

1 3-5 $5,000

2 6-10 $10,000

3 11-24 $15,000

4 25 and above $20,000

ACS may adjust the TQIP Collaborative pricing structure from time to time and will provide at least 60 days’ advance written notice of any adjustment in fees.