practical lessons to develop an stp and acs - jonathan hayden, browne jacobson

Practical lessons to develop an STP and ACSNew care models, ACSs and ACOs and supporting theirdevelopment through contracts –Jonathan Hayden, Browne Jacobson

New Care Models, ACSs andACOs and supporting theirdevelopment through contracts

Jonathan Hayden, Browne Jacobson29 November 2017

What contractual structures mightunderpin an ACS / ACO• It depends where you are in your development and

what you are trying to achieve …• Important that the structure supports the proposed

new ways of working - form should follow function- but must work within the statutory framework

• Likely to be different options for your structure –and you need to decide which is the mostappropriate / achievable for you

What contractual structures mightunderpin an ACS?

Illustrative example of an outline ACS structure(could be more than one ACS within an STP)

Potential subcontractors – eg NHS trusts, FTs, independentsector providers, primary care, local authorities etc

Potential subcontracts –using NHS Standard

contract modelsubcontract etc

Commissioners – CCGs, NHSE (and local authorities?)

NHScommunity

provider (forexample)

NHS acuteprovider

(forexample)

Private /voluntary

sectorprovider

Primarycare

Alliance agreement,collaborationagreement,

contractual jointventure etc

Contracts – NHS Standard Contract,primary care contracts, etc

What contractual structures mightunderpin an ACS• Examples of what might underpin an ACS:

– Contracts between commissioner(s) and eachprovider in the ACS – for healthcare services, NHSStandard Contracts, primary care contracts etc

– Agreement across the ACS participants – perhaps analliance agreement, collaboration agreement etc

– Other agreements / subcontracts between ACSparticipants or with others

What contractual structures mightunderpin an ACS• Examples of what might underpin an ACS (cont):

– Section 75 agreements?– Governance / decision making structure

will need to work within statutory constraints – detailsfor this may be included in the alliance agreement etc

– Risk share arrangement may be included in the alliance agreement etc

What contractual structures mightunderpin an ACO?

Illustrative example of an outline ACO structure(could be more than one ACO within an STP)

Commissioners – CCGs, NHSE (and local authorities?)

ACO provider

ACO contract

Potential subcontracts –model ACO subcontract

NHSprovider(s)

Private /voluntary

sectorprovider

Localauthority

Primarycare

GPrelationshipwill dependon whether

“fullyintegrated”– if not, the

contractbetween

the ACO andGPs may be

anintegration/ allianceagreement

What contractual structures mightunderpin an ACO• Examples of what might underpin an ACO:

– Contract with the ACO – likely to be the ACOcontract (subject to ISAP - Joint NHSE / NHSIassurance process for novel contract awards)

– Subcontracts between the ACO and other providers(level of subcontracting will depend on scale ofservices ACO will itself provide)

What contractual structures mightunderpin an ACO• Examples of what might underpin an ACO:

– Integration agreement eg with primary care (if not fully integrated) or

perhaps with local authority(ies)?

– Risk share arrangement Likely to be in the ACO contract or contracts with

other providers

Implementation – hints and tips• Try to keep it simple

– Work out where you are, noting that you mayalready have some excellent building blocks

– Try to avoid overlaying more structures, committeesetc – can you work with / tailor what you’ve got inplace already?

– Adopt a structure you can easily explain /understand - there will be complexities, but makesure you have a simple overall structure

Implementation – hints and tips• Make sure you understand the law• If you understand the legal opportunities and

constraints you can more easily identify andmanage the related risks

• Key areas to consider include:– Governance - decision making / delegation within

the current legal structure– Consultation / engagement

Implementation – hints and tips• Key areas to consider include (cont):

– Integrated Support and Assurance Process (ISAP) Joint NHSE / NHSI assurance process Does it apply? What impact may it have on timescales? Note revised guidance issued this Autumn


– Procurement Do the Public Contracts Regulations 2015 and/or the

NHS Procurement Patient Choice & CompetitionRegulations 2013 apply?

Where a competitive procurement is necessary,consider:

– the appropriate form of process– realistic timescales– project resource


Even at pre-procurement stage be mindful ofcomplying with the principles of:

– equal treatment– non-discrimination– transparency and proportionality

maintain a level playing field for bidders– additional complexity where bidders are required to

secure integration agreements with primary care


– Conflicts Ensuring clinical input but with conflicts managed Remember local authorities may be commissioners and

providers of relevant services Don’t forget potential for non-clinical conflicts

– HR– Pensions


– Choice– Inequalities– Competition / merger control

More of an issue for providers but, if issues arise, itcan impact on commissioners / procurements too

Don’t ignore – much better to be aware of the issues /risks and take steps to minimise them


– Information governance Especially in light of GDPR

– Tax / VAT Don’t make assumptions about tax treatment – esp

VAT - take advice early

– Wider commercial / finance support

Implementation – hints and tips• Access national / New Business Models resources –

for example, the ACO contract package and relatedresources / guidance:

Alliance agreement Integration agreement Finance / incentives / whole population budgets GP participation Procurement Pensions

www.england.nhs.uk/new-business-models

Get in touch

• Jonathan Hayden, Commercial Health Partner

– [email protected]– 0121 237 4551– 07825 616292

practical lessons to develop an stp and acs - jonathan hayden, browne jacobson

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