Appendix One FFC support - Manawanui In Charge $ - $ 55,725.00 …€¦ · Summary Manawanui In...

Summary

Manawanui In ChargeSummarised Breakdown 2015/2016 2016/2017 2017/2018 2018/2019 Notes

Host fees -$ -$ 3,234,304.80$ 3,135,728.60$

Host fees were included in Support budgets prior to July 2017. The Ministry does not

hold this information prior to July 2017

Pay Equity Support -$ -$ 30,025.00$ -$

Funding to support Manawanui providing additional support to clients as part of

implementing pay equity. Most of this was on communications and mail outs and

working with individual employers (if users) on behalf of the Ministry. For contracted

service providers the Ministry directly provided this support. The Ministry didn't have

capacity or the capability (or the communication channels) to work individually with

each IF user so instead contracted hosts to provide support for IF users.

EGL Christchurch Transaction fees 600.00$ 6,150.00$ 1,450.00$ 5,350.00$

Fees to enable the host to purchase Day Services usually funded by MSD on behalf of

the person as part of EGL Christchurch. This was specifically for people who were no

longer to access the MSD contract as they were part of the EGL Demonstration but

still wanted to access the services they would have used.

Support budgets 50,273,793.85$ 54,145,654.15$ 65,682,178.67$ 62,205,544.71$

This is funding that is used to reimburse/pay for direct costs of disability supports that

the person individually engages ie. these are service provision costs. Up to July 2017

mandatory host fees were part of this cost and were between 4.75 % and 6% of a

disabled person's allocation

FFC support - Manawanui In Charge -$ 55,725.00$ 86,325.00$ 95,550.00$ Fees for support for FFC users

Total 50,274,393.85$ 54,207,529.15$ 69,034,283.47$ 65,442,173.31$

Funding and advisory Support Services Breakdown 2015/2016 2016/2017 2017/2018 2018/2019 Notes

FFC support - FASS 88,725$ 24,638$

Fees for support for FFC users note that contract changed to be against Manawanui

In Charge entity during 2016/2017 financial year

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Manawanui in Charge Ltd (The Individualised Funding Agency) 603690 I 355608/00

SECTION C: SERVICE SPECIFICATION

The following Disability Support Service principles will be incorporated in the provision of support services by the Provider under the service specification/s in this Agreement.

Service users are individuals who have the inherent right to respect for their human worth and dignity • The individual needs and goals of the person receiving services are met.• The rights of the service user to privacy and confidentiality are respected.

Service users have the right to live in and be part of the community

• Programmes have as their focus the achievement of positive outcomes for serviceusers such as increased independence, self-determination and integration into thecommunity.

• Services contribute to ensuring that the conditions of the every day life of serviceusers are the same as, or as close as possible to norms and patterns, which arevalued in the general community (normalisation).

• Participation in the local community is maximised through physical and socialintegration.

• An innovative, flexible approach to meet changing needs and challenges is adopted.

Service users have the right to realise their individual capacities for physical, social, emotional and intellectual development

• Services promote recognition of the competence of service users, and enhance theimage of people with a disability.

• A service user centred approach permeates all services with individualisedprogrammes appropriately responding to the particular life skill needs and goals ofindividual service users.

Service users have the same rights as other members of society to services, which support their attaining a reasonable quality of life

• Programmes form part of a co-ordinated service system with other services availableto the general community.

• There is extensive co-operation and integration with Providers of other supportservices for people with a disability.

Service users have the right to make choices affecting their lives and to have access to information and services in a manner appropriate to their ability and culture

• Service user involvement in decision-making regarding individualised programmesand services received is evident.

• Service provision ensures that no single organisation providing services exercisescontrol over all or most aspects of the life of the service user, unless the service userchooses otherwise.

• Providers demonstrate that as an organisation they are accountable to people usingtheir service.

• The service user or their advocate and the other service users in the proposedhouse group must feel they are compatible and will live comfortably together.

Ministry of Health DSS Non Residential v1 .1 Page 48

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Document ProfileDSS Providers & Contracts

Status: FinalDate: 24/01/2019Title: Re: Manawanui in ChargeAuthor: Dennis ShumDocument Type: EmailSummary:Knowledge Content: Med

Drawer: M - MCFolder: Manawanui in

Charge\Correspondence\GeneralFile Location:Unit: Ministry of Health

DisabilityDisability Support Services\Family and Community

Maintainer(s): Murray Penman

The advice is tendered in confidence to and for the Ministry of Health. It is legally privileged. If you wish to release this advice to any other party you must first obtain the written approval of the Attorney General via the Chief Legal Advisor.

Amanda Bleckmann 23/01/2019 08:07:13 p.m.Hi Dennis In the absence of Christy and Murr...

From: Amanda Bleckmann/MOHTo: Dennis Shum/MOH@MOH, Cc: Murray Penman/MOH@MOH, Christy Richards/MOH@MOHDate: 23/01/2019 08:07 p.m.Subject: Manawanui in Charge

Hi DennisIn the absence of Christy and Murray, and given the person involved, I'm keen to get formal Ministry position.

- Bill English is purchasing Manawanui in Charge.

- Bill thinks that MIC needs to get consent from every single client at MIC as MIC will be deliveringservices under a new entity. I wouldn't have thought this was necessary as they are still trading as MICand 50% of the current Board will remain in place for 3 years. Bill also thinks there are privacy issues thatneed to be covered off. Again, I wouldn't have thought this was necessary.

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Bill also thinks there needs to be an assignment - is this the case? They are on the non-residential HOA and I can't see anything there about this. I've only ever assigned/novated contracts when a provider bought out another provider.

MIC advise that these issues need to be covered off as a condition of the sale and MIC have requested we put any requirements re consent, privacy and novation in writing.

Thanks for your help with this

Amanda

Amanda BleckmannManagerDisability DirectorateMinistry of Health

DDI: +64 9 580 9083Mobile: Fax: 09 580 9001

http://www.health.govt.nzmailto:[email protected]

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Status: FinalDate: 29/01/2019Title: Fw: Your request re consent,

privacy, assignment/novationAuthor: Amanda BleckmannDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray PenmanHi Murray welcome back, you would have seen Dennis' response. Can you please put this into a formal legal request.

thanks


DDI: +64 9 580 9083Mobile: Fax: 09 580 9001

http://www.health.govt.nzmailto:[email protected]

----- Forwarded by Amanda Bleckmann/MOH on 29/01/2019 09:11 a.m. -----

From: Marsha Marshall To: "'[email protected]'" <[email protected]>, Cc: "'[email protected]'" <[email protected]>,

"'[email protected]'" <[email protected]>Date: 24/01/2019 01:50 p.m.Subject: RE: Your request re consent, privacy, assignment/novation

Hi Amanda

Just thinking about this assignment issue – I just want to be clear so Health Legal is too - the new entity is a completely new company – not just a change of name of the old company. So the old “Manawanui InCharge” will still exist until it is wrapped up or whatever the Shareholders decide to do with it. The new entity is a completely new legal entity. Bill English is buying the assets of the old Manawanui into a brand new company.

Not sure if I was clear with that. Thus the questions I guess. We want to make sure a brand new trading entity won’t have legal challenge or other issues with the contract, or any confusion with the old one, which may continue to exist for a while at least.

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Happy to discuss. Thanks AmandaM Kind Regards Marsha MarshallChief Executive OfficerManawanui Incharge

Post PO Box 83, Albany VillagePhone 09 444 8440Fax 09 444 8439Mob Web www.manawanui.org.nz

From: Marsha Marshall Sent: Thursday, 24 January 2019 11:50 a.m.To: '[email protected]' <[email protected]>Cc: [email protected]; [email protected]: RE: Your request re consent, privacy, assignment/novation

Hello folks Thanks so much for this Amanda – I think we would be more comfortable with a formal legal opinion just to ensure no legal challenge into the future. I really appreciate it. So specifically: Due to the change in company name AND trading name from Manawanui InCharge to Manawanui Supports Ltd, trading as Manawanui , and specifically leaving out the

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“InCharge” bit, is there a need to formalise that change in a contract assignment, and Due to the change in company status from not for profit charity to limited liability corporate, are there any issues with the contract with the Ministry in terms of permission to deliver to contract, invoicing and payment to the new entity, and Do we need client consent to deliver supports as we currently do, and could there be any challenge to that based on change of ownership, and Are there any issues or legal risks related to compliance with the Privacy Act? Again – appreciate this Amanda (and co.). Happy to discuss and/or answer any questions to clarify.M Kind Regards Marsha MarshallChief Executive OfficerManawanui Incharge


From: [email protected] [mailto:[email protected]] Sent: Thursday, 24 January 2019 10:23 a.m.To: Marsha Marshall <Cc: [email protected]; [email protected]: Your request re consent, privacy, assignment/novation

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Hi Marsha I've followed up with Health Legal who confirm the feedback I provided earlier this week.

Based on the information you provided, legally,

If you need a more formal/considered legal opinion, please set out your specific request and I lodge/follow up.

Feel free to call if you want to discuss/clarify.

cheers


DDI: +64 9 580 9083Mobile: Fax: 09 580 9001

http://www.health.govt.nzmailto:[email protected] ****************************************************************************Statement of confidentiality: This e-mail message and any accompanyingattachments may contain information that is IN-CONFIDENCE and subject tolegal privilege.If you are not the intended recipient, do not read, use, disseminate,distribute or copy this message or attachments.If you have received this message in error, please notify the senderimmediately and delete this message.****************************************************************************

This e-mail message has been scanned for Viruses and Content and cleared by the Ministry of Health's Content and Virus Filtering Gateway

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Status: FinalDate: 05/02/2019Title: Re: 20190059 - Manawanui

Assignment QuestionsAuthor: Murray PenmanDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray PenmanHi IoaneWe have a close relationship with Manawanui as they have been instrumental with developing IF and other hosted schemes

Here are the links to the current contracts with Manawanui.ThanksMurray

Agreement ID Provider Name Provider ID Scanned File Service Specs355608-00 Manawanui in Charge Ltd (The Individualised

Fundin603690 355608-00.pdf


Fundin603690 350460-03.pdf

350460-01 Manawanui in Charge Ltd (The Individualised Fundin

603690 350460-01.pdf


603690 350460-00.pdf


603690 350460-04.pdf


603690 350460-02.pdf


Fundin603690 349461-05.pdf


603690 349461-01.pdf


603690 349461-02.pdf


603690 349461-03.pdf


603690 349461-04.pdf


603690 349461-00.pdf

Murray Development ManagerFamily and CommunityDisability Directorate

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Ministry of HealthDDI: 09 580 9084 Mobile: Fax: 09 580 9001

http://www.moh.govt.nzmailto:[email protected]

Ioane Tuupo 05/02/2019 11:35:21 a.m.Kia ora Murray, I am looking into your request f...

From: Ioane Tuupo/MOHTo: Murray Penman/MOH@MOH, Date: 05/02/2019 11:35 a.m.Subject: 20190059 - Manawanui Assignment Questions

Kia ora Murray,

I am looking into your request for legal opinion regarding the above matter. Are you able to send me the agreement the Ministry has with Manawanui InCharge please? or anything that you may have that relates to the relationship between MIC and the Ministry please?

Ngā mihi, Ioane TuupoSolicitorHealth LegalCorporate ServicesMinistry of HealthDDI: 04 816 3616Fax: 04 816 2989

http://www.health.govt.nzmailto:[email protected] advice contained in this message is tendered in confidence to and for the Ministry of Health and is legally privileged. If you wish to release advice to any other party you must first obtain the written approval of the Attorney-General. If you wish to do so, please contact the author or the Chief Legal Advisor to discuss the process for obtaining permission.

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Status: FinalDate: 11/02/2019Title: 20190059 - Manawanui

AssignmentAuthor: Ioane TuupoDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray PenmanKia ora Murray,

Thanks for providing the documents.

As requested, please see attached for opinion regarding the above matter.

Ioane TuupoSolicitorHealth LegalCorporate ServicesMinistry of HealthDDI: 04 816 3616Fax: 04 816 2989

http://www.health.govt.nzmailto:[email protected] advice contained in this message is tendered in confidence to and for the Ministry of Health and is legally privileged. If you wish to release advice to any other party you must first obtain the written approval of the Attorney-General. If you wish to do so, please contact the author or the Chief Legal Advisor to discuss the process

for obtaining permission.

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Status: FinalDate: 18/02/2019Title: Re: Meeting notes from Wed -

CONFIDENTIALAuthor: Murray PenmanDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray PenmanHi MarshaI agree with the minutes of the meeting - however we need to be clear in the minutes that this is the Ministry's formal opinion rather than specifically the Health Legal opinion as any advice we are given by our legal team is legally privileged.

My formal summary of the questions posed to the Ministry is:

Manwanui asked four questions:

Question One: Due to the change in company name and trading name from Manawanui InCharge to Manawanui Support Ltd, trading as Manawanui, and specifically leaving out the “InCharge” bit, is there a need to formalise that change in a contract assignment.?

Response: Due to the change in legal entity the Ministry will process a deed of novation to novate old contracts to the new entity

Question Two: Due to the change in company status from not for profit charity to limited liability corporate, are there any issues with the contract with the Ministry in terms of permission to deliver to contract, invoicing and payment to the new entity.

Response: The Ministry is not particularly interested in the change in legal entity. The Ministry is more interested in the capability of the new organisation to deliver the contracted services. As essentially nothing is currently changing in how Manawanui Support Limited plan to deliver services (and the current resources are remaining in place) the Ministry has no concerns in this area. The Ministry will however need to ensure that all systems support these changes so that invoicing etc is not disturbed.

Question Three: Should Manawanui [Manawanui Supports Limited] seek client consent to deliver the supports they currently deliver, and could there be any challenge to that based on change of ownership.

Response: The Ministry does not require Manawanui to seek client consent however the Ministry recommends that all clients are notified. Manawanui is recommended to get independent legal advice on this matter as it is related to Manawanui’s day to day operations.

Question Four: Are there any issues or legal risks related to compliance with the Privacy Act?

Comment: The Ministry doesn’t see any issues regarding the Privacy Act however as it relates to disabled people’s personal information Manawanui should seek independent legal advice. We would assume that your provisions in terms of storage of peoples information and who sees this does not change.

ThanksMurray

Murray PenmanDevelopment ManagerFamily and CommunityDisability Directorate

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Ministry of HealthDDI: 09 580 9084 Mobile: Fax: 09 580 9001


Marsha Marshall 15/02/2019 03:18:37 p.m.Hello Murray and thanks for your time discussin...

From: Marsha Marshall <To: "[email protected]" <[email protected]>, Date: 15/02/2019 03:18 p.m.Subject: Meeting notes from Wed - CONFIDENTIAL

Hello Murray and thanks for your time discussing our contract in the context of the Sale of Manawanui to Manawanui Support Limited, owned by Bill English.

Below are the minutes of our contract management meeting.

Marsha and Russell outlined the current state of affairs.

The Sale and Purchase agreement is signed and is conditional on several factors, the most important being the assignment of all current funder contracts.

Murray confirmed that as part of the assignment of the contract they would need the GST number of the new entity. Marsha confirmed we would follow up on that.

Murray – can you come back to me with any changes in our understanding and or edits here? Thanks so much.

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M

Kind Regards

Marsha MarshallChief Executive OfficerManawanui Incharge


From: Marsha Marshall Sent: Wednesday, 13 February 2019 2:37 p.m.To: [email protected]: Russell Fernandes <[email protected]>; '[email protected]' <[email protected]>Subject: FW: Meeting notes from today

Kind Regards

Marsha MarshallChief Executive OfficerManawanui Incharge


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Status: FinalDate: 18/02/2019Title: Fw: 20190059 - Manawanui

AssignmentAuthor: Murray PenmanDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray PenmanHi EdwinWe in the middle of doing a deed of novation to transfer ownership of the Manawanui In Charge Limited contracts to a new entity Manawanui Support Limited. To ensure that we do not have a large number of invoice rejections we are doing this by:

creating a new contract1.changing the record from the legal entity name "Manawanui in Charge Limited (The individualised2.Funding Agency)" to "Manawanui in Charge" in CCPS Perorgadding a new legal entity of Manawanui in Charge (The individualised Funding Agency) into CCPS3.Perorg with a relationship of "has an owner who is" to the "Manawanui in Charge" recordadding a new legal entity of "Manawanui Supports Limited" into CCPS Perorg4.ending the relationship between "Manawanui in Charge Limited (The individualised Funding Agency)"5.to "Manawanui in Charge" on the 21st of March and begin a relationship of "has an owner who is"between the "Manawanui Supports Limited" record and the "Manawanui in Charge Limited" record onthe 22nd (we need it to be these dates for the DHB contracts).changing the name of the "Manawanui in Charge Limited" record to "Manawanui Supports"6.entering new contracts into CCPS from the 25th of March (the Monday after the official7.assignment/novation date) and end date the old CCPS contracts to the 24th of March.

At the end of the day, record 2251741 will go from "Manawanui in Charge Limited (The Individualised Funding Agency)" to "Manawanui Supports" and will have a parent record of "Manawanui Supports Limited". This will all be a perorg change and there will be no change to the way the contracts are set up in CCPS.

This is not usual practice in CCPS for non-residential services when a company is bought by another company however due to the large number of clients involved and the potential for old payment periods to still be invoiced against this is what we plan to do

Jeremy has asked that I get your approval for doing all of this (as per his email below).

thanksMurray

Murray PenmanDevelopment ManagerFamily and CommunityDisability DirectorateMinistry of HealthDDI: 09 580 9084 Mobile: Fax: 09 580 9001

http://www.moh.govt.nz

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mailto:[email protected] Forwarded by Murray Penman/MOH on 18/02/2019 03:13 p.m. -----

From: Jeremy Kennerley/MOHTo: Murray Penman/MOH@MOH, Cc: Catherine Johnston/MOH@MOH, Amanda Bleckmann/MOH@MOH, Crystal Cui/MOH@MOH,

Raymond Wong/MOH@MOH, Kevin Phillips/MOH@MOHDate: 18/02/2019 02:23 p.m.Subject: Re: Fw: 20190059 - Manawanui Assignment

Afternoon young Murray

Ahaa - crucial bit to leave off!

Look I am happy now and without wishing to dabble in the area of contract management, clearly there will need to be some testing and assurance given to Edwin (Sector Operations) that all is okay. Will you be taking responsibility for this sign off?

Thanks

Regards

Jeremy F KennerleyManager Disability Information and AdviceDisability DirectorateMinistry of Health

DDI: 04 816 2129Mob: Email: [email protected]: www.health.govt.nz

Located at 4th Floor North End Green - one of the standing desks133 Molesworth Street Wellington

"if about us...not without us"

Murray Penman 18/02/2019 01:24:02 p.m.Hi Guys The bit that I had left off my original em...

From: Murray Penman/MOHTo: Catherine Johnston/MOH@MOH, Cc: Amanda Bleckmann/MOH@MOH, Crystal Cui/MOH@MOH, Jeremy Kennerley/MOH@MOH,

Raymond Wong/MOH@MOH, Kevin Phillips/MOH@MOHDate: 18/02/2019 01:24 p.m.Subject: Re: Fw: 20190059 - Manawanui Assignment

Hi Guys

The bit that I had left off my original email (but was part of an email exchange with Leanne and Raymond) was that we plan to add another level in CCPS so that the change in the legal entity is preserved.Sector Ops have already approved this process.Leanne has best described this part of the process as:

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1) Change the record from the legal entity name "Manawanui in Charge Limited (The individualised Funding Agency)" to"Manawanui in Charge" in CCPS Perorg

2) Add a new legal entity of Manawanui in Charge (The individualised Funding Agency) into CCPS Perorg with a relationsh"has an owner who is" to the "Manawanui in Charge" record

3) Add a new legal entity of "Manawanui Supports Limited" into CCPS Perorg

4) End the relationship between "Manawanui in Charge Limited (The individualised Funding Agency)" to "Manawanui in Chon the 21st of March and begin a relationship of "has an owner who is" between the "Manawanui Supports Limited" recordthe "Manawanui in Charge Limited" record on the 22nd (we need it to be these dates for the DHB contracts).

5) Change the name of the "Manawanui in Charge Limited" record to "Manawanui Supports"

6) Put the new contracts into CCPS from the 25th of March (the Monday after the official assignment/novation date) and endate the old CCPS contracts to the 24th of March.

At the end of the day, record 2251741 will go from "Manawanui in Charge Limited (The Individualised Funding Agency)" to"Manawanui Supports" and will have a parent record of "Manawanui Supports Limited". This will all be a perorg change anthere will be no change to the way the contracts are set up in CCPS.

The reason why I do not want to do an automated transfer is that it will create a very large amount of work and has a greater ability to cause problems If we were to do a provider transfer we would cut off the old allocation however to do this we would need to work out how much each person's leave liability and ACC levy that needed to be brought over to the new allocation was from any old allocation. For Manawanui this is up to 700 people that we would need to individually work with.

We still have claims that come in on old allocations for IF due to leave liabilities and ACC levies as for some hosts and all people who self manage (ie don't use host payroll) the funding is only claimed for when it is needed.It is also difficult doing a change as we would have to do it for all MIC clients and take into account what has been used and not used. This would be larger than when we have done pay equity adjustments.

To best enable this change in legal entity to work we need to have the old contracts and all old allocations available for payment against Manawanui Supports Limited.

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This is legally possible because Manawanui Supports Limited are completely buying all of Manawanui In Charge Limited. This includes all liabilities and the past (including old contracts).

Hopefully this allays your concerns.

thanksMurray



Catherine Johnston 14/02/2019 11:55:28 a.m.Hi Murray and Raymond Crystal and I underst...

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Status: FinalDate: 20/02/2019Title: RE: Manawanui In Charge

Update - Assignment of ContractsAuthor: Russell FernandesDocument Type: EmailSummary:Knowledge Content: Med





Hi Murray, thanks for your email, we look forward to working through this transition with you and the team.

I suggest we plan the transition for 01 April, as it better aligns with the settlement date and the end of month.

Let me know if you have any queries in the interim.

Warm regardsRussell

Russell FernandesChief Financial Officer

Post PO Box 83, Albany VillagePhone 09 444 8440Mobile Web www.manawanui.org.nz

Join e-Mploy, our online recruitment platform or submit a claim, or timesheet on the Client Web Portal over December and go in the draw to win a tablet/mobile device.

This message may contain privileged and confidential information intended only for the use of the addressee named above. If you are not the intended recipient of this message note that any use, dissemination, distribution or reproduction of this message is prohibited.Please consider the environment, do you really need to print this email

From: [email protected] [mailto:[email protected]] Sent: Wednesday, 20 February 2019 12:27 p.m.To: Russell Fernandes <[email protected]>Cc: [email protected]; [email protected]: Re: Manawanui In Charge Update ‐ Assignment of Contracts

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Hi Russell Thank you for this. The Ministry of Health agrees to this change.

As per our previous discussions we are doing a novation of the contract from 25th of March as this is a Monday as we believed that the date we were working towards was 22 March.

Can you please confirm if we now need to change our novation start date to 1 April as this is the Monday after the date of completion. Please note that this start date is only for contractual/admin purposes. MSL will be able to invoice against any of the old contract periods and these will be paid to MSL.

Thanks Murray



From: Russell Fernandes To: "'[email protected]'" <[email protected]>, Date: 19/02/2019 11:42 a.m.

Subject: Manawanui In Charge Update - Assignment of Contracts

Hi Murray, thanks for your time over the past few days.

As discussed, we are very pleased to announce the sale of Manawanui in Charge Limited (MICL) to Manawanui Support Limited (MSL). MSL is ultimately owned by Bill English, who has purchased the business because he believes in what we do and most importantly, how we do it. He agrees with the strategy we have in place and supports that going forward.

We will still trade under the name Manawanui, and will ensure that all other aspects of the business remain unchanged (i.e. staff, branding, systems, bank details, trading address), so most importantly, the people we support will not be affected.

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The date for completion is set for 29th March 2019, and I can confirm the new business details below.

We are all excited about this change, and look forward to updating you as things progress, however in the interim, please call me if you have any queries.

Please can you confirm that, in principle, you agree to assigning these contracts to MSL, from there we can discuss what steps are involved to complete the paperwork.

Thanks in advance Russell

Russell Fernandes Chief Financial Officer

Post PO Box 83, Albany VillagePhone 09 444 8440 Mobile Web www.manawanui.org.nz

Join e-Mploy, our online recruitment platform or submit a claim, or timesheet on the Client Web Portal over December and go in the draw to win a tablet/mobile device.

This message may contain privileged and confidential information intended only for the use of the addressee named above. If you are not the intended recipient of this message note that any use, dissemination, distribution or reproduction of this message is prohibited. Please consider the environment, do you really need to print this email ****************************************************************************Statement of confidentiality: This e-mail message and any accompanyingattachments may contain information that is IN-CONFIDENCE and subject tolegal privilege.If you are not the intended recipient, do not read, use, disseminate,distribute or copy this message or attachments.If you have received this message in error, please notify the senderimmediately and delete this message.****************************************************************************

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Status: FinalDate: 04/03/2019Title: Re: Fw: 362773-00 - Manawanui

Support Limited - draft agreementAuthor: Murray PenmanDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray Penmanapproved.thanksMurray PenmanDevelopment ManagerFamily and CommunityDisability DirectorateMinistry of HealthDDI: 09 580 9084 Mobile: Fax: 09 580 9001


Raymond Wong 22/02/2019 01:28:04 p.m.Hi Murray Looks good. For your approval.

From: Raymond Wong/MOHTo: Murray Penman/MOH@MOH, Date: 22/02/2019 01:28 p.m.Subject: Fw: 362773-00 - Manawanui Support Limited - draft agreement

Hi Murray

Looks good. For your approval.

Thanks

Raymond WongBusiness Support AnalystContract SupportInformation and AdviceDisability Support ServicesDisabilityMinistry of HealthDDI: 04 496 2019

http://mailto:[email protected]

----- Forwarded by Raymond Wong/MOH on 22/02/2019 01:27 p.m. -----

From: Leanne Chiles/MOH

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To: Raymond Wong/MOH@MOH, Date: 22/02/2019 11:18 a.m.Subject: 362773-00 - Manawanui Support Limited - draft agreement

Hi Raymond

Your draft agreement is completed for your review and approval.

If you have any concerns regarding the draft agreement, please let me know.

Kind regardsLeanne

362773-00.pdf362773-00.pdf

Leanne Chiles | Purchasing Officer | Agreement Administration | Sector Operations | Finance and Performance | Ministry of Health

DDI: 03 474 8052 | Mailto: [email protected]

Disclaimer:The Ministry of Health makes every effort to ensure the accuracy of information in all Agreement documentation.We do not accept any responsibility for changes made to this email, or to any attachments after transmission from this office.The Information contained in this document is confidential to the addressee(s) and may be legally privileged.If you are not the intended recipient you are notified that any use, distribution, amendment, or copying of this document is strictly prohibited.

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Status: FinalDate: 18/03/2019Title: Re: 20190059 - Manawanui

AssignmentAuthor: Ioane TuupoDocument Type: EmailSummary:Knowledge Content: Med





Any advice contained in this message is tendered in confidence to and for the Ministry of Health and is legally privileged. If you wish to release advice to any other party you must first obtain the written approval of the Attorney-General. If you wish to do so, please contact the author or the Chief Legal Advisor to discuss the process for obtaining permission.

Murray Penman 18/03/2019 03:41:14 p.m.Ah yes For administration purposes in CMS an...

From: Murray Penman/MOHTo: Ioane Tuupo/MOH, Date: 18/03/2019 03:41 p.m.Subject: Re: 20190059 - Manawanui Assignment

Ah yesFor administration purposes in CMS and CCPS, I am told it is easier doing them as three separate agreements. It makes it easier in terms of agreement expiry dates and possibly how they link things in CCPS. At least that is what I have been told in the past.

I think once we have completed this I will challenge this with our admin team.

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We have no concerns about successfully executing the Deed of Novation by 1 April 2019.

thanksMurray



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Status: FinalDate: 17/05/2019Title: Fw: MIC deed of novationAuthor: Murray PenmanDocument Type: EmailSummary:Knowledge Content: Med




Maintainer(s): Murray PenmanHi ToniHere is the process we went through and a timeline.

In January Amanda had a discussion with Marsha regarding the possible assignment of Manawanui In Charge to another organisation being set up by Bill EnglishAs a result we had a number of questions that we took through Health Legal (Dennis Shum)Amanda sent the following questions to Dennis

Bill thinks that MIC needs to get consent from every single client at MIC as MIC will be delivering services under a new entwouldn't have thought this was necessary as they are still trading as MIC and 50% of the current Board will remain in placeyears. Bill also thinks there are privacy issues that need to be covered off. Again, I wouldn't have thought this was necessaBill also thinks there needs to be an assignment - is this the case? They are on the non-residential HOA and I can't see anything there about this. I've only ever assigned/novated contracts when a provider bought out another provider.

When I got back from leave in February, I did a formal request to Health Legal and asked a number of questions. The most important one for us was whether we needed to do an assignment/novationI got the attached response.

We then started the assignment process to prepare paperwork etc.

I asked Manawanui for an email/letter formally informing us of their intentions

As discussed, we are very pleased to announce the sale of Manawanui in Charge Limited (MICL) to Manawanui Support Limited (MSL). MSL is ultimately owned by Bill English, who has purchased the busbecause he believes in what we do and most importantly, how we do it. He agrees with the strategy whave in place and supports that going forward. We will still trade under the name Manawanui, and will ensure that all other aspects of the business remunchanged (i.e. staff, branding, systems, bank details, trading address), so most importantly, the peopwe support will not be affected.

I checked for liabilities and was told on 18 March that all assets and liabilities are being transferred to the new organisation. They do not have any outstanding debts or liabilities (other than standard operating costs).

We need to note that we are not party to the sale and purchase agreement between two private organisations and our contracts do not require us to be party to these. Any money/assetts that changes

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hands as part of the sale are not our concern. In our contracting processes we are only concerned whether the new organisation will be able to provide services as per our contract and has the right certification required.

As we had been informed that as 50% of the people on the board were remaining the same for 3 years and that all other aspects of the business remain the same we were confident that the new organisation would be able to provide services as per our contract

.On 19 March I sent you the DSS Group Manager checklist (attached below) before you signed the contracts.

It is very important to note that we followed the processeses (in 13) of our contract management SOPs. These were developed with HL and DSS staff so that DSS staff could follow best practice.This says

The primary concerns when reassigning a contract from one Provider to another are:o to ensure that the new Provider is capable of fulfilling the contract’s

requirementso to ensure that disabled people receiving supports from the previous Provider do

not experience any interruption to their supports.

The Ministry has worked hard with Manawanui to ensure that this is the case.

DSS does many assignments - large and small. The amount of work we have done and the checking we have gone through in this case is considerably more than what would usually occur in the situation where the services being provided do not require any certification so that we could ensure that there would be no disruption. We have also coordinated efforts and due diligence with DHB to ensure that we all do the same thing.

We do not ever state in our contracts who must govern an organisation and we have many contracts run by for profit and not for profit organisations

It is notable that two of our largest providers, HHL group (which covers HCNZ, NZCare, Geneva and Explore) and Access Community Health are for profit organisations.

Also, we never have any requirements as to who should be on any organisations board as this is not in any of our contracts. The only part of our contracts that states this is the business viability standards.These just say the only thing that we say is in the government business viability standards. This states 'the organisation is governed by people with appropriate skills, qualifications and personal qualities'.

ThanksMurray

Murray PenmanDevelopment ManagerFamily and CommunityDisability DirectorateMinistry of Health

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DDI: 09 580 9084 Mobile: Fax: 09 580 9001

http://www.moh.govt.nzmailto:[email protected] Forwarded by Murray Penman/MOH on 17/05/2019 10:31 a.m. -----

From: Murray Penman/MOHTo: Toni Atkinson/MOH@MOH, Cc: Amanda Bleckmann/MOH@MOHDate: 19/03/2019 10:11 a.m.Subject: Re: MIC deed of novation

Hi ToniAttached is a scanned copy of the form.

ThanksMurray



Toni Atkinson 14/03/2019 04:01:24 p.m.Hi Murray There is a form you need to complete...

From: Toni Atkinson/MOHTo: Murray Penman/MOH@MOH, Cc: Amanda Bleckmann/MOH@MOHDate: 14/03/2019 04:01 p.m.Subject: MIC deed of novation

Hi Murray

There is a form you need to complete before I sign these off. Check with Viv Ruth if you are not sure of the form.

thanks

Toni AtkinsonGroup ManagerDisability Support ServicesDisabilityMinistry of HealthDDI: 04 816 2058Mobile:

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Between

THE MINISTRY OF HEALTH (“Ministry”)

and

Manawanui in Charge Limited (The Individualised Funding Agency)a company incorporated under the Companies Act 1993

and

Manawanui Support Limiteda company incorporated under the Companies Act 1993

DEED OF NOVATION

Appendix Six

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Agreement Number: 603690 / 355608-00Assigned to 967654 / 362773-00

Ministry of Health Deed of Novation Page 2

DEED OF NOVATION

PARTIES

Her Majesty the Queen in right of her Government in New Zealand (acting by and through the

Ministry of Health), at its place of business at 133 Molesworth Street, PO Box 5013,

WELLINGTON as (“the Ministry”);

Manawanui in Charge Limited (The Individualised Funding Agency) (1516584), a company

incorporated under the Companies Act 1993, having its registered office at Unit 2, 1-3

Parkhead Place, North Shore City 0632 (“Retiring Party”).

Manawanui Support Limited (7233937), a company incorporated under the Companies Act

1993, having its registered office at 111 Messines Road, Karori, Wellington 6012,

(“Substituting Party”).

BACKGROUND

A. The Ministry and the Retiring Party are parties to the Agreement(s) 355608-00 to provide

Funding and Advisory Support Services for Funded Family Care dated 01 October 2016 as

attached in the Schedule to this Deed (“the Agreement(s)”).

B. The Retiring Party wishes to be released from and the Substituting Party has agreed to

assume, all of the Retiring Party’s rights and obligations under the Agreement(s) on and from

the Novation Date as if the Substituting Party were a party to the Agreement(s).

C. The Ministry consents to the novation of the Agreement(s) to the Substituting Party in

accordance with the terms of this Deed.

D. The parties to this Deed have agreed that the Agreement(s) will be novated with effect from

the 01 April 2019 (“Novation Date”).

IT IS DECLARED AS FOLLOWS:

1. INTERPRETATION

1.1 In this Deed, unless the context otherwise requires:

(a) References to sections, clauses and schedules are to sections, clauses and

schedules of this Deed;

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(b) The headings to clauses shall (unless otherwise specified) be ignored in construing this

Deed;

(c) A gender includes each other gender;

(d) The plural includes the singular and vice versa;

(e) A statute includes that statute as amended from time to time and any regulations,

orders in council and other instruments issued or made under that statute from time to

time and legislation passed in substitution for the statute;

(f) An obligation not to do anything includes an obligation not to suffer, permit or cause

that thing to be done;

(g) “Including” and similar words do not imply any limitation; and

(h) Reference to one party notifying another or giving notice to another, or agreeing,

consenting or objecting to any matter or nominating or making any nomination, or giving

any direction means that party notifying, giving notice, agreeing, consenting, objecting,

nominating or directing (as the case may be) in writing.

2. NOVATION

2.1 With effect on and from the Novation Date:

(a) The Substituting Party will be substituted for the Retiring Party under the Agreement(s)

as if the Substituting Party had originally been a party to the Agreement(s) instead of

the Retiring Party, and all references in the Agreement(s) to the Retiring Party will be

read and construed as if they were references to the Substituting Party;

(b) The Substituting Party will be bound by and will comply with the provisions of the

Agreement(s) that are binding upon the Retiring Party, and will enjoy all the rights and

benefits of the Retiring Party under the Agreement(s);

(c) The Retiring Party will be released from any claims, liabilities or obligations under the

Agreement that are incurred on or after the Novation Date; and

(d) The Retiring Party may no longer claim any rights or benefits under the Agreement.

2.2 The Retiring Party will remain liable after the Novation Date to the Ministry only for any claims,

liabilities or obligations under the Agreement (whether or not the Ministry or the Retiring Party

is aware of such claims, liabilities or obligations prior to the Novation Date) that were incurred

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3. ASSUMPTION AND RELEASE

3.1 Subject to clause 2.2, with effect from and including the Novation Date, the Substituting Party

will assume all the obligations and liabilities under the Agreement(s) as fully and effectively in

all respects as if the Substituting Party had been named in the Agreement(s) as a party in

place of the Retiring Party and had executed the Agreement(s) in that capacity.

3.2 Subject to clause 2.2, with effect from and including the Novation Date, the Ministry:

(a) Releases and discharges the Retiring Party from all claims, liabilities and demands in

respect of the Agreement(s) in so far as such obligations and liabilities arise on and

after the Novation Date;

(b) Accepts the liability of the Substituting Party in lieu of the liability of the Retiring Party in

respect of obligations and liabilities arising on and after the Novation Date; and

(c) Is bound by the terms of the Agreement(s) in every way on and from the Novation Date

as if the Substituting Party were named in the Agreement(s) in place of the Retiring

Party and had executed the Agreement(s) in that capacity.

3.3 Notwithstanding the other provisions in this Deed (and in particular clause 3.2(c)), the Retiring

Party and the Substituting Party agree that, for the period from the Novation Date to the date

that this Deed has been executed by all the parties to this Deed (“the Intervening Period”):

(a) the payments the Ministry made to the Retiring Party for services carried out under the

Agreements during the Intervening Period were in satisfaction of the Ministry’s payment

obligations, and the Ministry will not be required to make any duplicate payments to the

Substituting Party for services carried out during the Intervening Period;

(b) where services were carried out by the Substituting Party during or after the Intervening

Period but the Retiring Party received payment from the Ministry for those services, the

Retiring Party undertakes to transfer those payments to the Substituting Party (if it has

not done so already); and

(c) the Retiring Party and Substituting Party will seek their own advice and undertake

responsibility for any tax matters arising from the receipt, transfer or reimbursement of

payments that were made by the Ministry during the Intervening Period.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Retiring Party represents and warrants to the Ministry that:

(a) It is a company incorporated under the Companies Act 1993, and validly existing under

the laws of New Zealand;

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Agreement Number: 603690 / 355608-00 Assigned to 967654 / 362773-00


(b) It has the necessary power to enter into and fully perform its obligations under and in

respect of this Deed and has taken all necessary action to authorise the execution,

delivery and full performance of this Deed;

(c) This Deed is a valid and binding obligation enforceable against it in accordance with its

terms except as such enforceability may be limited by equitable principles or by

bankruptcy, moratorium, insolvency, reorganisation, liquidation or by dissolution of its

Board or other laws affecting creditors’ rights; and

(d) No application or order has been made, or resolution passed, for the winding up or

liquidation of it or its Board, no action has been taken to seize or take possession of any

of its assets, and there are no unsatisfied judgements against it.

4.2 The Substituting Party represents and warrants to the Ministry that:

(a) It is a company incorporated under the Companies Act 1993 and validly existing under

the laws of New Zealand;

(b) It has the necessary power to enter into and fully perform its obligations under and in

respect of this Deed and has taken all necessary action to authorise the execution,

delivery and full performance of this Deed;

(c) This Deed is a valid and binding obligation enforceable against it in accordance with its

terms except as such enforceability may be limited by equitable principles or by

bankruptcy, moratorium, insolvency, reorganisation, liquidation or by dissolution of its

Board or other laws affecting creditors’ rights; and

(d) No application or order has been made, or resolution passed, for the winding up or

liquidation of it or its Board, no action has been taken to seize or take possession of any

of its assets, and there are no unsatisfied judgements against it.

4.3 The Retiring Party and the Substituting Party each acknowledge that the Ministry has entered

into this Deed in reliance on the representations and warranties contained in clauses 4.1 and

4.2.

5. DISCUSSIONS AND DISPUTE RESOLUTION

5.1 The parties will meet and discuss in good faith any issues of significant concern to one of the

parties, and any disputes between them, arising out of this Deed.

5.2 Until the disagreement has been resolved the parties shall continue to perform their obligations

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6. MISCELLANEOUS

6.1 The address for communications with the Substituting Party in relation to the Agreement(s)

shall be that Party’s registered office as set out in the description of the parties to this Deed.

6.2 If any of the provisions of this Deed are invalid or unenforceable, the invalidity or

unenforceability is not to affect the operation, construction or interpretation of any other

provision of this Deed, with the intent that the invalid or unenforceable provision is, to the

extent required, to be treated for all purposes as severed from this Deed.

6.3 All terms and conditions relating to this Deed that are implied by law or custom are excluded to

the maximum extent permitted by law.

6.4 The parties acknowledge that this Deed shall be binding on all successors of each party.

6.5 This Deed may be executed in any number of counterparts. All counterparts together will be

taken to constitute one instrument. This Deed may be executed on the basis of an exchange

of facsimile copies and execution of this Deed by such means is to be a valid and sufficient

execution.

6.6 This Deed shall be governed by and construed in accordance with the laws of New Zealand

and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

EXECUTED as a DEED dated this day of 20

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SIGNED for and on behalf of The Ministry by:

) ) ) ) ) ) )

Signature in the presence of:

Signature

Full Name

Address

Occupation

Note: All signatures must be witnessed.

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SIGNED for and on behalf of

Manawanui in Charge Limited (The

Individualised Funding Agency),

by:

))))))) Signature

in the presence of:

Signature

Full Name

Address

Occupation


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SIGNED for and on behalf of

Manawanui Support Limited,

by:

))))))) Signature

in the presence of:

Signature

Full Name

Address

Occupation


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Schedule

Agreement(s)

Provider Number Contract Number Supplier Name:

603690 Manawanui in Charge Limited (The Individualised Funding Agency)

355608-00

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Appendix One FFC support - Manawanui In Charge $ - $ 55,725.00 …€¦ · Summary Manawanui In...

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Transcript of Appendix One FFC support - Manawanui In Charge $ - $ 55,725.00 …€¦ · Summary Manawanui In...