District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill B25-0408 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	ENROLLED ORIGINAL
2		-
3		-
4		-
	1	+	MURIEL BOWSER
	2	+	MAYOR
	3	+	July 5, 2023
	4	+	Honorable Phil Mendelson
	5	+	Chairman
	6	+	Council
	7	+	of the District of Columbia
	8	+	John
	9	+	A. Wilson Building
	10	+	1350 Pennsylvania Avenue, NW, Suite 504
	11	+	Washington, DC 20004
	12	+	Dear Chairman Mendelson:
	13	+	Enclosed for consideration and enactment by the Council
	14	+	of the District of Columbia is an
	15	+	emergency bill, the "Contract No. DCHBX-E-2023-0002 with Norton Rose Fulbright, LLC
	16	+	Approval and Payment Authorization Emergency Act of2023," and the accompanying emergency
	17	+	declaration resolution.
	18	+	The legislation will approve Contract No. DCHBX-E-2023-0001 between Norton Rose Fulbright,
	19	+	LLC, and the District
	20	+	of Columbia Health Benefit Exchange Authority, to provide legal
	21	+	representation
	22	+	by outside counsel specializing in cybersecurity and privacy compliance, with a
	23	+	focus on complex cybersecurity attacks and data breach investigations. In addition, the legislation
	24	+	will approve payment for services received and to be received under the contract.
	25	+	My administration is available to discuss any questions you may have regarding this legislation.
	26	+	In order to facilitate a response to any questions you may have, please have your staff contact
	27	+	Kenneth Wallington, Contracting Officer, DC Health Benefit Exchange Authority, at (202) 679-
	28	+	5952.
	29	+	I urge the Council to take prompt and favorable action on the enclosed legislation. 1
	30	+	2
	31	+	3
	32	+	4
	33	+	5
	34	+	6
	35	+	7
	36	+	8
	37	+	9
	38	+	10
	39	+	11
	40	+	12
	41	+	13
	42	+	14
	43	+	A BILL
	44	+	~~~~-
	45	+	~hil Mendelson
	46	+	at the request
	47	+	of the Mayor
	48	+	IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
	49	+	15 To approve, on an emergency basis, Contract No. DCHBX-E-2023-0002 between the
	50	+	16 District of Columbia Health Benefit Exchange Authority and Norton Rose
	51	+	17 Fulbright, LLC (Norton Rose), in the aggregate not to exceed amount of $2.6
	52	+	18 million, and to authorize payment to Norton Rose for representation and litigation
	53	+	19 services received and to be received under the contract.
	54	+	20
	55	+	21 BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA,
	56	+	22 That this act may be cited
	57	+	as the "Contract No. DCHBX-E-2023-0002 with Norton Rose
	58	+	23 Fulbright, LLC Approval and Payment Authorization Emergency Act of 2023".
	59	+	24 Sec.
	60	+	2. Pursuant to section 451 of the District of Columbia Home Rule Act,
	61	+	25 approved December 24, 1973 (87 Stat. 803; D.C. Official Code§ 1-204.51), and
	62	+	26 notwithstanding the requirements
	63	+	of section 202 of the Procurement Practices Reform
	64	+	27 Act
	65	+	of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code§ 2-352.02),
	66	+	28 the Council approves DCHBX-E-2023-0002 between the District
	67	+	of Columbia Health
	68	+	29 Benefit Exchange Authority and Norton Rose Fulbright, LLC, and authorizes payment in
	69	+	30 the not-to-exceed amount
	70	+	of $2.6 million for the goods and services received and to be
	71	+	31 received under the contract.
	72	+	32 Sec.
	73	+	3. Fiscal impact statement. 33 The Council adopts the fiscal statement of the Chief Financial Officer as the fiscal
	74	+	34 impact statement required by section 4(a)
	75	+	of the General Legislative Procedures Act of
	76	+	35 1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code§ 1-301.47(a)).
	77	+	36 Sec.
	78	+	4. Effective date.
	79	+	3 7 This act shall take effect following approval by the Mayor ( or
	80	+	in the event of veto
	81	+	38 by the Mayor, action by the Council to override the veto), and shall remain
	82	+	in effect for
	83	+	39 no longer than 90 days,
	84	+	as provided for emergency acts of the Council of the District of
	85	+	40 Columbia in section 412(a) of the District of Columbia Home Rule Act, approved
	86	+	41 December 24, 1973 (87 Stat. 788; D.C. Official Code§ 1-204.12(a)).
	87	+	2 GOVERNMENT OF THE DISTRICT OF COLUMBIA
	88	+	Office
	89	+	of Contracting and Procurement
	90	+	* * *
	91	+	-
	92	+	Pursuant to section 202(c-1) of the Procurement Practices Reform Act of 2010, as amended, D.C.
	93	+	Official
	94	+	Code§ 2-352.02(c-1), the following contract summary is provided:
	95	+	COUNCIL CONTRACT SUMMARY
	96	+	(Retroactive)
	97	+	(A) Contract Number: DCHBX-2023-E-0002
	98	+	Proposed Contractor:
	99	+	Contract Amount: Norton Rose Fulbright US LLP
	100	+	Not-to-Exceed (NTE) $2,600,000.
	101	+	00
	102	+	Unit and Method of Compensation: Hourly Rate
	103	+	Term of Contract: March 11, 2023 through March 10, 2024
	104	+	Type of Contract: Labor Hour w ith Cost Reimbursement Component
	105	+	Source Selection Method: Exempt from Competition
	106	+	(B) For a contract containing option periods, the contract amount for the base period and for
	107	+	each option period.
	108	+	If the contract amount for one or more of the option periods differs from
	109	+	the amount for the base period, provide
	110	+	an explanation of the reason for the difference:
	111	+	Base Period Amount:
	112	+	$2,600,000.00 (NTE)
	113	+	Option Period 1 Amount: $2,000,000. 00
	114	+	Explanation of difference from base period (if applicable): Services regarding the initial incident
	115	+	r
	116	+	esponse will not be required.
	117	+	Option Period 2 Amount: $2,000,000.00
	118	+	Explanation of difference from base period (if applicable): Services regarding the initial incident
	119	+	response will not be required.
	120	+	Option Period 3 Amount: $2,000,000. 00
	121	+	Explanation of difference from base period (if applicable): Services regarding the initial
	122	+	incident r
	123	+	esponse will not be required.
	124	+	1 Option Period 4 Amount: $2,000,000.00
	125	+	Explanation of difference from base period (if applicable): Services regarding the initial incident
	126	+	response will not be required.
	127	+	(C) The goods or services to be provided, the methods of delivering goods or services, and any
	128	+	significant program changes reflected in the proposed contract:
	129	+	The contractor shall provide legal services and advice to HBX, including litigation services.
	130	+	(D) The selection process, including the number of offerors, the evaluation criteria, and the
	131	+	evaluation results, including price, technical or quality, and past performance components:
	132	+	The selection process was exempt from competition as authorized by DC Official Code§§ 3 l-
	133	+	3 l 71.04(a)(5) and 2-35 l.05(c)(22) and in accordance with DC Health Benefit Exchange Authority
	134	+	Contracting and Procurement Policies and Procedures, Section III A(4)(i)(c) -Exemption from
	135	+	Competitive Procurement Requirements.
	136	+	(E) A description of any bid protest related to the award of the contract, including whether the
	137	+	protest was resolved through litigation, withdrawal
	138	+	of the protest by the protestor, or
	139	+	voluntary corrective action by the District. Include the identity
	140	+	of the protestor, the grounds
	141	+	alleged in the protest, and any deficiencies identified
	142	+	by the District as a result of the protest:
	143	+	There were no protests.
	144	+	(F) The background and qualifications of the proposed contractor, including its organization,
	145	+	financial stability, personnel, and performance on past or current government or private
	146	+	sector contracts with requirements similar
	147	+	to those of the proposed contract:
	148	+	Norton Rose Fulbright (NRF) is a global law firm with over 3000 lawyers and legal staff in over 50
	149	+	cities worldwide. Norton Rose Fulbright US LLP
	150	+	is a limited liability partnership organized under
	151	+	the laws
	152	+	of Texas. They are a financially stable company as demonstrated through their Dun &
	153	+	Bradstreet supplier qualifier report. They have excellent past performance records in both the
	154	+	government and private sectors with requirements similar to those
	155	+	of HBX's contract. The past
	156	+	performance elements include quality
	157	+	of services, timeliness of performance, cost control, business
	158	+	relations, and customer satisfaction.
	159	+	(G) The period of performance associated with the proposed change, including date as of which
	160	+	the proposed change is
	161	+	to be made effective:
	162	+	March 11, 2023, through March 10, 2024. The date the proposed change is to be made effective is
	163	+	the date of Council approval for this contract through March 10, 2024.
	164	+	(H) The value of any work or services performed pursuant to a proposed change for which the
	165	+	Council has not provided approval, disaggregated by each proposed change
	166	+	if more than one
	167	+	proposed change has been aggregated for Council review:
	168	+	2 The work or services performed pursuant to an agreement that does not, on its own, require Council
	169	+	review,
	170	+	is $847,237.
	171	+	(I)
	172	+	The aggregate dollar value of the proposed changes as compared with the amount of the
	173	+	contract
	174	+	as awarded:
	175	+	The aggregate dollar amount of the proposed changes is $2,170,651. The original contract amount
	176	+	is $420,000.
	177	+	(J) The date on which the contracting officer was notified of the proposed change:
	178	+	April 3, 2023
	179	+	(K) The reason why the proposed change was sent to Council for approval after it is intended to
	180	+	take effect:
	181	+	On March 6, 2023, HBX received notice that some DC Health Link customers' data had been
	182	+	exposed on a data breach public forum. The very next day, HBX contacted the Office
	183	+	of the
	184	+	Attorney General's Civil Litigation Division to request representation in this matter. OAG referred
	185	+	HBX to an outside law firm that had represented. One day after speaking with that firm, the firm
	186	+	advised
	187	+	HBX that they had a conflict that would prevent them from representing HBX. HBX then
	188	+	sought other referrals and received one from the cybersecurity forensics company that was already
	189	+	analyzing HBX's breach. HBX met with that firm, Norton Rose Fulbright on Friday, March 10,
	190	+	2023, and engaged them to assist HBX.
	191	+	An initial class action complaint was filed in US District Court on Friday, March 17, 2023, alleging
	192	+	that HBX failed to properly secure and safeguard
	193	+	plaintiffs personally identifiable information.
	194	+	HBX required the counsel
	195	+	of NRF in response to the lawsuit. Since the initial class action filing,
	196	+	there have been four additional lawsuits that were filed that will also require the legal services
	197	+	of
	198	+	NRF.
	199	+	Upon becoming aware
	200	+	of the data breach and the associated legal implications, HBX required
	201	+	immediate services
	202	+	of a law firm specializing in data breach litigation. However, due to the ongoing
	203	+	requirements for legal services under this contract, expenditures will exceed
	204	+	$1 million.
	205	+	(L) The reason for the proposed change:
	206	+	To provide additional legal services for representation, including the breach response, notifications,
	207	+	and any subsequent litigation.
	208	+	(M) The legal, regulatory, or contractual authority for the proposed change:
	209	+	DC Official Code§ 31-3 l 71.04(a)(5) and§ 2-352.02
	210	+	(N) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
	211	+	Disadvantaged Business Enterprise Development and Assistance Act
	212	+	of 2005, as amended,
	213	+	3 D.C. Official Code§ 2-218.01 et seq. ("Act"), including a certification that the subcontracting
	214	+	plan meets the minimum requirements
	215	+	of the Act and the dollar volume of the portion of the
	216	+	contract to be subcontracted, expressed both in total dollars and as a percentage
	217	+	of the total
	218	+	contract amount:
	219	+	A subcontracting plan was not required for this competition-exempt procurement.
	220	+	(0) Performance standards and the expected outcome of the proposed contract:
	221	+	NRF will provide quality specialized legal services including representation, notifications, and
	222	+	litigation.
	223	+	(P) The amount and date of any expenditure of funds by the District pursuant to the contract
	224	+	prior
	225	+	to its submission to the Council for approval:
	226	+	There has been no expenditure of funds.
	227	+	(Q) A certification that the proposed contract is within the appropriated budget authority for the
	228	+	agency for the fiscal year and
	229	+	is consistent with the financial plan and budget adopted in
	230	+	accordance with D.C. Official Code
	231	+	§§ 47-392.01 and 47-392.02:
	232	+	The Agency Chief Financial Officer has provided a certification of the availability of funding for
	233	+	the proposed contract (Attachment A).
	234	+	(R) A certification that the contract is legally sufficient, including whether the proposed
	235	+	contractor has any pending legal claims against the District:
	236	+	The contract has been reviewed for legal sufficiency and deemed legally sufficient (Attachment B).
	237	+	(S) A certification that Citywide Clean Hands database indicates that the proposed contractor is
	238	+	current with its District taxes.
	239	+	If the Citywide Clean Hands Database indicates that the
	240	+	proposed contractor
	241	+	is not current with its District taxes, either: (1) a certification that the
	242	+	contractor has worked out and is current with a payment schedule approved by the District;
	243	+	or (2) a certification that the contractor will be current with its District taxes after the District
	244	+	recovers any outstanding debt as provided under D.C. Official
	245	+	Code§ 2-353.0l(b):
	246	+	NRF is in compliance with DC taxes per their Clean Hands report dated April 1, 2023 (Attachment
	247	+	C).
	248	+	(T) A certification from the proposed contractor that it is current with its federal taxes, or has
	249	+	worked out and
	250	+	is current with a payment schedule approved by the federal government:
	251	+	NRF is current with its federal taxes as indicated by the System of Award Management (SAM)
	252	+	record results (Attachment D).
	253	+	4 (U) The status of the proposed contractor as a certified local, small, or disadvantaged business
	254	+	enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
	255	+	Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq.:
	256	+	NRF is not a certified local, small, or disadvantaged business enterprise as defined in the Small,
	257	+	Local, and Disadvantaged Business Enterprise Development and Assistance Act
	258	+	of 2005.
	259	+	(V) Other aspects of the proposed contract that the Chief Procurement Officer considers
	260	+	significant:
	261	+	None
	262	+	(W) A statement indicating whether the proposed contractor is currently debarred from providing
	263	+	services
	264	+	or goods to the District or federal government, the dates of the debarment, and the
	265	+	reasons for
	266	+	debarment:
	267	+	NRF has no record of debarment or suspension actions on the federal and District excluded parties
	268	+	lists (Attachment E).
	269	+	(X) Any determination and findings issues relating to the contract's formation, including any
	270	+	determination
	271	+	and findings made under D.C. Official Code § 2-352.05 (privatization
	272	+	contracts):
	273	+	No determination and findings issues.
	274	+	(Y) Where the contract, and any amendments or modifications, if executed, will be made
	275	+	available online:
	276	+	www.hbx.de.gov
	277	+	(Z)
	278	+	Where the original solicitation, and any amendments or modifications, will be made available
	279	+	online:
	280	+	www.hbx.de.gov
	281	+	5 * * * Government of the District of Columbia
	282	+	Office
	283	+	of the Chief Financial Officer
	284	+	Office
	285	+	of Tax and Revenue
	286	+	Date of Notice: Apri I 1, 2023
	287	+	NORTON ROSE FULBRIGHT US LLP
	288	+	1301 MCKINNEY ST STE 5100
	289	+	HOUSTON TX 77010-3095
	290	+	1101 4
	291	+	th
	292	+	Street, SW
	293	+	Washington, DC 20024
	294	+	Notice Numb er: L0009476361
	295	+	FEIN:
	296	+	-*1087
	297	+	Case ID: 1466465
	298	+	CERTIFICATE OF CLEAN HANDS
	299	+	As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
	300	+	liabi
	301	+	lity with the District of Columbia Office of Tax and Revenue or the Department of Employment
	302	+	Services. As
	303	+	of the date above, the individual/entity has complied with DC Code§ 47-2862, therefore
	304	+	this Certificate of Clean Hands
	305	+	is issued.
	306	+	TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
	307	+	CHAPTER 28 GENERAL LICENSE
	308	+	SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
	309	+	D.C.
	310	+	CODE§ 47-2862 (2006)
	311	+	§ 47-2862
	312	+	PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
	313	+	Authorized By Melinda Jenkins
	314	+	Branch Chief, Collection and Enforcement Administration
	315	+	To validate this certificate, please visit MyTax
	316	+	.DC.gov. On the MyTax DC homepage, click the
	317	+	"Validate a Certificate
	318	+	of Clean Hands" hyperlink under the Clean Hands section.
	319	+	1101 4th Street SW, Suite W270, Washington, DC 20024/Phon e: (202) 724-5045/MyTax.DC.gov GOVERNMENT OF THE DISTRICT OF COLUMBIA
	320	+	DC Health Benefit Exchange Authority
	321	+	Office
	322	+	of the Chief Financial Officer
	323	+	MEMORANDUM
	324	+	TO: Kenneth Wallington
	325	+	Contracting Officer
	326	+	*** --
	327	+	DC Health Benefit Exchange Authority
	328	+	FROM: Marjorie V. Edmonds
	329	+	Agency Chief Financial Officer
	330	+	DC Health Benefit Exchange Authority
	331	+	Marjorie V.
	332	+	Edmonds
	333	+	THRU:
	334	+	Delicia V. Moore
	335	+	Digitally signed by Delicia V.
	336	+	Associate Chief FinluelidiOfttcmoore moore
	337	+	Digitally signed by
	338	+	Marjorie V. Edmonds
	339	+	Dat
	340	+	e: 2023.06.14
	341	+	16:26:21 -04'00'
	342	+	H S
	343	+	.
	344	+	S tCl t Date:2023.06.1417:11: 42-04'00'
	345	+	uman erv1ces uppor us er
	346	+	DATE: June 14, 2023
	347	+	SUBJECT: Certification
	348	+	of Funding Availability -Norton Rose Fulbright, Contract #DCHBX-2023-E-0002
	349	+	The Office
	350	+	of the Chief Financial Officer hereby certifies that the sum of $2,600,000 is included in the
	351	+	DC Health Benefit Exchange Authority's Enterprise Fund budget for Fiscal Year 2023 and Fiscal Year
	352	+	2024
	353	+	to fund the costs associated with the Agency's contract with Norton Rose Fulbright ("NRF" or
	354	+	"Contractor")
	355	+	to provide legal counsel and representation with respect to a data security breach incident
	356	+	that was discovered on March
	357	+	6, 2023. The Contractor shall provide legal services and advice to the DC
	358	+	Health Benefit Authority (HBX), including litigation services. This certification supports the Norton Rose
	359	+	Fulbright contract during the period from March
	360	+	11, 2023, to March 10, 2024. The fund allocation is as
	361	+	follows:
	362	+	Vendor: Norton Rose Fulbright Contract#: DCHBX-2023-E-0002
	363	+	Fiscal Year 2023 Funding Period:
	364	+	03/09/2023 to 09/30/2023 (Non-PAT EO)
	365	+	FY Agency Fund Program Cost Account Amount
	366	+	Code Center
	367	+	2023
	368	+	HIO 8362003 100080 70119 7132001 $1,804,237
	369	+	FY 2023 Contract Total: $1,804,237
	370	+	1225 I Street, N.W ., Washington, D.C. 20005 (202) 715-7576 FAX (202)730-1658 Fiscal Year 2024 Funding: October 1, 2023, through March 10, 2024
	371	+	FY Agency Fund Program Cost Account Amount
	372	+	Code Center
	373	+	2024
	374	+	HIO 8362003 100080 70119 7132001 $795,763
	375	+	FY 2024 Contract Total: $795,763
	376	+	There is no fiscal impact associated with the contract.
	377	+	Should you have any questions, please contact me at 202-503-5272.
	378	+	1225 I Street, N.W., Washington, D.C. 20005 (202) 715-7576 FAX (202)730-1658 TO:
	379	+	FROM:
	380	+	GOVERNMENT OF THE DISTRICT OF COLUMBIA
	381	+	HBX
	382	+	DC Health Benefit
	383	+	Exchange Authority
	384	+	LEGAL SUFFICIENCY MEMORANDUM
	385	+	Tommy Wells
	386	+	Director
	387	+	Office
	388	+	of Policy and Legislative Affairs
	389	+	Executive Office
	390	+	of the Mayor
	391	+	Brian
	392	+	K. Flowers
	393	+	General Counsel
	394	+	DATE: June 6, 2023
	395	+	SUBJECT: Legal Sufficiency Review of Draft Bill "Contract No. DCHBX-E-2023-0002 with
	396	+	Norton Rose Fulbright, LLC Approval and Payment Authorization Emergency
	397	+	Act
	398	+	of 2023", and the accompanying Emergency Declaration Resolution.
	399	+	I have reviewed the draft bill entitled "Contract
	400	+	No. DCHBX-E-2023-0002 with Norton Rose
	401	+	Fulbright, LLC Approval and Payment Authorization Emergency Act
	402	+	of 2023", and the
	403	+	accompanying Emergency Declaration Resolution (Legislation).
	404	+	Pursuant to section 451
	405	+	of the District of Columbia Home Rule Act, approved December 24, 1973
	406	+	(87 Stat. 803; D.C. Official Code § 1-204.51) and notwithstanding the requirements
	407	+	of section 202
	408	+	of the Procurement Practices Reform Act of 2010, effective April 8, 2011 (D.C. Law 18-371; D. C.
	409	+	Official Code § 2-352.02), the Legislation would approve on an emergency basis, Contract No.
	410	+	DCHBX-E-2023-0002 between the District of Columbia Health Benefit Exchange Authority and
	411	+	Norton Rose Fulbright, LLC, in the not-to-exceed amount
	412	+	of $2.6 million for representation and
	413	+	litigation services received and to be received under the contract. The contract is needed to provide
	414	+	representation and litigation services related to a data breach.
	415	+	If you have any questions, please do not hesitate to contact me at (202)812 .8444.
	416	+	I have reviewed the proposed Legislation and certify that it is legally sufficient.
	417	+	Brian
	418	+	K. Flowers March 10, 2023
	419	+	Via email pu rvee. kem pf@dc.gov
	420	+	brian.flowers@dc.gov
	421	+	Purvee Parekh Kempf
	422	+	Deputy Executive Director
	423	+	DC Health Benefit Exchange Authority (HBX)
	424	+	Washington,
	425	+	DC
	426	+	Brian K. Flower
	427	+	General Counsel
	428	+	D.C. Health Benefit Exchange Authority (HBX)
	429	+	Washington,
	430	+	DC
	431	+	A
	432	+	NORTON ROSE FULBRIGHT
	433	+	Norton Rose Fulbright US LLP
	434	+	799 9th Street NW
	435	+	Suite 1000
	436	+	Washington,
	437	+	DC 20001-4501
	438	+	United States
	439	+	Direct line +1 202
	440	+	662 4691
	441	+	chris.cwalina@nortonrosefulbright.com
	442	+	Tel
	443	+	+1 202 662 0200
	444	+	Fax +1 202 662 4643
	445	+	nortonrosefulbright.com
	446	+	Re: Legal Representation by Norton Rose Fulbright US LLP
	447	+	Terms of engagement
	448	+	This Letter of Engagement and the attached Norton Rose Fulbright Standard Terms of
	449	+	Engagement ("Standard Terms") set out the terms that govern the relationship between
	450	+	DC
	451	+	Health Benefit Exchange Authority (HBX) (Client, or you) and Norton Rose Fulbright US LLP in
	452	+	connection with the Matter as defined below. Our representation of you is effective as of the date
	453	+	of this letter.
	454	+	Norton Rose Fulbright
	455	+	US LLP has made no promises or guarantees to you about the outcome
	456	+	of the representation or the Matter, and nothing in these terms of engagement shall be construed
	457	+	as such a promise or guarantee. Any expressions
	458	+	on our part concerning the outcome of the
	459	+	Matter, or any other legal matters, are based
	460	+	on our professional judgment and are not
	461	+	guarantees. Such expressions, even when described as opinions, are necessarily limited by our
	462	+	knowledge of the facts and are based
	463	+	on our views of the state of the law at the time they are
	464	+	expressed.
	465	+	We recognize our obligation to preserve the confidentiality of attorney-client communications
	466	+	as
	467	+	well as Client's confidences, as required by the governing rules of professional responsibility. If
	468	+	the Matter involves transactions, litigation or administrative proceedings or like proceedings
	469	+	in
	470	+	which we appear as counsel of record for you in publicly available records, we reserve the right
	471	+	to inform others
	472	+	of the fact of our representation of you in the Matter and (if likewise reflected of
	473	+	record
	474	+	in publicly available records) the results obtained, unless you specifically direct otherwise.
	475	+	Client
	476	+	We have been engaged by Client. Unless we agree otherwise in writing, and subject to
	477	+	satisfactory conflict clearances, we are not representing any other related entities or individuals,
	478	+	Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
	479	+	Norton Rose Fulbright US LLP, Norton Rose Fulbright L
	480	+	LP, Norton Rose Fulbright Australia, Norton Rose Fulbright Cana da LLP a nd Norton Rose
	481	+	Fulbright Sou
	482	+	th Africa Inc are separate legal entities and a ll of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright
	483	+	Vere
	484	+	in helps coordinate the activities of the members b ut does not itself provide legal services to clients. Details of each entity, with ce rtain regulatory
	485	+	information, are available at nortonrosefulbright.com. A
	486	+	NORTON ROSE FULBRIGHT
	487	+	Page 2
	488	+	such as your shareholders, directors and officers, employees, partners, members, or any of your
	489	+	parent, affiliated, or subsidiary corporations or other entities.
	490	+	Scope of engagement
	491	+	We confirm that we have been retained by you regarding a data security breach incident (Matter).
	492	+	Except as expressly stated otherwi se, we will advise and act at all times in accordance wi th and
	493	+	in respect of applicable US federal and state law only and are not responsible for advising you as
	494	+	to the effect or enforceability of any documents or matters which may be subject to or governed
	495	+	by the laws of any other jurisdiction. To the extent the laws of other jurisdictions are implicated,
	496	+	subject
	497	+	to Client's approval we will consult with Norton Rose Fulbright LLP lawyers from those
	498	+	jurisdictions or engage with trusted qualified attorneys from another
	499	+	firm in the required
	500	+	jurisdiction.
	501	+	Our representation is limited
	502	+	as described above. To the extent you require additional legal
	503	+	services, we will need to execute a separate engagement letter after determining that we are able
	504	+	to undertake the additional representation.
	505	+	Personnel
	506	+	For matters relating to this engagement, please contact me. Other firm personnel, including
	507	+	lawyers and paralegals, may also participate
	508	+	in the engagement as required. Some personnel
	509	+	may
	510	+	be from outside the United States and you shall have the right to pre-approve any personnel.
	511	+	Fees and other charges
	512	+	Unless otherwise agreed, our fees for general cybersecurity and incident preparedness advice
	513	+	will
	514	+	be based on the time spent on the Matter at our hourly rates of:
	515	+	Partners $715 to $1700
	516	+	Senior Associates $550
	517	+	to $1005
	518	+	Senior Counsel $585
	519	+	to $1350
	520	+	Counsel $285
	521	+	to $1005
	522	+	Associates $485
	523	+	to $995
	524	+	Patent Aqents $350
	525	+	to $655
	526	+	Of Counsel $645 to $1385
	527	+	Paralegals $165
	528	+	to $510
	529	+	Practice Support $90
	530	+	to $425
	531	+	For incident responses,
	532	+	we will honor insurance carrier panel rates. Periods of less than 1 hour
	533	+	will
	534	+	be charged in increments of tenths of one hour. Our billi ng rates are generally revised
	535	+	annually, effective November
	536	+	1.
	537	+	If we conclude that the services of another member firm in the Norton Rose Fulbright Verein are
	538	+	reasonably required
	539	+	in connection with the engagement, we will notify you and provide you a list
	540	+	of the attorneys or solicitors of such member firm who would
	541	+	be expected to work on the Matter
	542	+	and the current hourly rates to
	543	+	be charged for their services (subject to adjustment from time to A
	544	+	NORTON ROSE FULBRIGHT
	545	+	Page 3
	546	+	time
	547	+	in accordance with the customary practices of such member firm). In that event, with your
	548	+	approval, our firm will engage such Norton Rose Fulbright Verein member firm
	549	+	on your behalf to
	550	+	represent you
	551	+	in the Matter in conjunction with our firm, in accordance with the Standard Terms.
	552	+	If additional personnel of such member firm are assigned to work
	553	+	on the Matter, you will be
	554	+	provided information as to their hourly rates. Incident to engagement of another Norton Rose
	555	+	Fulbright Verein member firm
	556	+	to represent you, it may be necessary that you agree to jurisdiction
	557	+	specific Additional Terms of Engagement required
	558	+	by that member firm, in which event we will
	559	+	provide you those Additional Terms of Engagement for your review and approval. You agree
	560	+	however that we are not responsible for the work and advice of such other member firm.
	561	+	Invoicing and reporting
	562	+	We will bill you at monthly intervals. Client will pay our bills within 30 days of receipt.
	563	+	Conflicts of interest
	564	+	Before accepting the Engagement, we have undertaken reasonable and customary efforts to
	565	+	determine whether there are any potential conflicts of interest that would prevent us from
	566	+	representing Client
	567	+	in the Matter. We reviewed that issue in accordance with the rules of
	568	+	professional responsibility adopted
	569	+	in New York. You agree to the applicability of those rules in
	570	+	regard to all matters relating to this engagement and that, in future matters involving you, potential
	571	+	conflicts of interest will
	572	+	be evaluated under the local rules of professional responsibility applicable
	573	+	to the Norton Rose Fulbright office handling that future matter. Based
	574	+	on the information available
	575	+	to
	576	+	us, we are not aware of any conflicts.
	577	+	In addition to our representation of other companies and individuals, we also regularly represent
	578	+	lawyers and law firms.
	579	+	As a result, opposing counsel in the Matter may be a lawyer or law firm
	580	+	that we may represent now or
	581	+	in the future. Likewise, opposing counsel in the Matter may
	582	+	represent our firm now or
	583	+	in the future. Further, we have professional and personal relationships
	584	+	with many other attorneys, often because of our participation
	585	+	in bar associations and other
	586	+	professional organizations. It
	587	+	is our professional judgment that such relationships with other
	588	+	attorneys do not adversely affect our ability 'to represent any client. The acceptance of these terms
	589	+	of engagement represents an unqualified consent
	590	+	to any such relationships between our firm and
	591	+	other lawyers or law firms, even counsel who
	592	+	is representing a party that is adverse to you in the
	593	+	Matter that
	594	+	is the subject of this engagement or in some other matter.
	595	+	Applicable law
	596	+	The laws of New York govern these terms of engagement, and the parties submit to the non
	597	+	exclusive jurisdiction of the courts of New York. Each professional
	598	+	is subject to the ethical and
	599	+	professional conduct rules applicable to the jurisdiction
	600	+	in which that lawyer is authorized to
	601	+	practice.
	602	+	Right to Arbitration
	603	+	We advise you that, pursuant to Part 137 of the Rules of the Chief Administrator of the Courts of
	604	+	the State of New York, you have the right to resolve through arbitration a possible future dispute
	605	+	with us concerning our fees
	606	+	in connection with our representation of you if the amount in dispute
	607	+	is at least $1,000 but not more than $50,000. This notice is not an agreement by us to arbitrate
	608	+	I A
	609	+	NORTON ROSE FULBRIGHT
	610	+	Page 4
	611	+	all disputes that may arise between
	612	+	us. Our obligation to arbitrate exists only to the extent
	613	+	required by said Part 137.
	614	+	Termination
	615	+	At any time, you may, with or without cause, terminate the representation by notifying us of your
	616	+	intention to do
	617	+	so.
	618	+	We are subject to the codes or rules of professional responsibility for the jurisdictions in which we
	619	+	practice. There are several types of conduct or circumstances that could result
	620	+	in our withdrawing
	621	+	from representing a client, including, for example, the following: nonpayment of fees or charges;
	622	+	misrepresentation of or failure to disclose material facts; fraudulent or criminal conduct; action
	623	+	contrary
	624	+	to our advice; and conflict of interest with another client. The right of Norton Rose
	625	+	Fulbright
	626	+	US LLP to withdraw in such circumstances is in addition to any rights created by statute
	627	+	or recognized
	628	+	by the governing rules of professional conduct. Further, a failure by you to meet
	629	+	any obligations under these terms of engagement shall entitle us to terminate the representation.
	630	+	We try to identify
	631	+	in advance and discuss with our clients any situation that may lead to our
	632	+	withdrawal.
	633	+	Termination of the representation will not affect your obligation
	634	+	to pay for legal services rendered
	635	+	and expenses and charges incurred before termination,
	636	+	as well as additional services and
	637	+	charges incurred
	638	+	in connection with an orderly transition of the Matter. Further, in the event of
	639	+	termination of the representation, you will take all steps necessary
	640	+	to release Norton Rose
	641	+	Fulbright US LLP of any further obligations
	642	+	in the representation in the Matter, including, without
	643	+	limitation, the execution of any documents necessary
	644	+	to effectuate our withdrawal from the
	645	+	representation
	646	+	in the Matter.
	647	+	After termination or completion of the representation, changes may occur
	648	+	in the applicable laws
	649	+	or regulations that could affect your future rights and liabilities
	650	+	in regard to the Matter. Unless we
	651	+	are actually engaged after termination or completion of the representation to provide additional
	652	+	advice
	653	+	on such issues, the firm has no continuing obligation to give advice with respect to any
	654	+	future legal developments that may pertain to the Matter.
	655	+	Conclusion and acceptance
	656	+	You can accept this agreement by signing and returning to us the enclosed copy of this letter.
	657	+	This letter and the attached Standard Terms constitute the entire terms of the engagement of
	658	+	Norton Rose Fulbright
	659	+	US LLP in connection with the Matter. These written terms of engagement
	660	+	are not subject to any oral agreements or understandings, and they
	661	+	can be modified only by
	662	+	further written agreement signed both
	663	+	by you and Norton Rose Fulbright US LLP. Unless
	664	+	expressly stated
	665	+	in these terms of engagement, no obligation or undertaking shall be implied on
	666	+	the part of either you or Norton Rose Fulbright US LLP. A
	667	+	NORTON ROSE FULBRIGHT
	668	+	Page 5
	669	+	Very truly yours,
	670	+	Chris Cwalina
	671	+	DC Health Benefit Exchange Authority acknowledges and accepts the terms of engagement
	672	+	set out in this letter and its attachments .
	673	+	. 8~r~W-Q/44,.
	674	+	Signed .............................................. . Title General Counsel
	675	+	Company NORTON ROSE FULBRIGHT
	676	+	STANDARD TERMS OF ENGAGEMENT
	677	+	Norton Rose Fulbright Verein (the Verein) is a Swiss verein which does not itself engage in the
	678	+	practice of law or other business. The member firms
	679	+	in the Verein are Norton Rose Fulbright LLP,
	680	+	Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South
	681	+	Africa Inc and Norton Rose Fulbright US LLP (the
	682	+	Members or, individually, a Member), who,
	683	+	with their subsidiaries or associated entities, engage
	684	+	in a coordinated international legal practice,
	685	+	even though they are separate law firms each of which, absent specific contractual agreement
	686	+	with a client
	687	+	on an individual matter, is solely responsible for its own work and not for the work of
	688	+	any other of them.
	689	+	Each of the Members
	690	+	is committed to providing its clients with the highest quality legal services
	691	+	and to building a lasting relationship with its clients as a trusted adviser.
	692	+	To that end, these Standard Terms of Engagement will apply to
	693	+	all engagements between a
	694	+	Member or its subsidiary or associated entity and a client unless otherwise agreed
	695	+	in writing by
	696	+	the client and
	697	+	an authorized representative of such Member, subsidiary or associated entity.
	698	+	These Standard Terms of Engagement are supplemented by additional standard provisions
	699	+	and/or a letter or contract of engagement relevant to the jurisdiction of the Contracting Party (as
	700	+	below defined).
	701	+	1 Defined Terms
	702	+	1.1 The followi ng documents will constitute the entire agreement relating to the engagement
	703	+	of a Contracting Party by a client: (i) any letter or contract of engagement, (ii) any additional
	704	+	standard provisions referred to above,
	705	+	(iii) these Standard Terms, (iv) any other terms and
	706	+	conditions agreed between the Contracting Party and the client, and (v) any amendments
	707	+	or supplements to any of the foregoing agreed from time
	708	+	to time. In the event of any
	709	+	conf
	710	+	lict between the terms of the foregoing, the documents shall be construed in the order
	711	+	of priority
	712	+	in which they are referred to above, but subject to any amendments as referred
	713	+	to
	714	+	in (v).
	715	+	1.2
	716	+	In the above-mentioned documents:
	717	+	(a) Any individual entity that is a Member or subsidiary or associated entity of a
	718	+	Member
	719	+	is referred to as a Norton Rose Fulbright Entity. The Norton Rose
	720	+	Fulbright Entity with which a client engages at any time
	721	+	is referred to as the
	722	+	Contracting Party.
	723	+	(b) We, our and us refer to the Contracting Party together with any other Norton Rose
	724	+	Fulbright Entity to which part or
	725	+	all of your instructions have been referred; you and
	726	+	your refer to the client Uointly, if more than one, and not individually} with which the
	727	+	Contracting Party engages. Unless otherwise specifically agreed, you and your
	728	+	do not refer to and no attorney/client or solicitor/client relationship will exist as to
	729	+	persons or entities related to the client such
	730	+	as parent companies, subsidiaries,
	731	+	affiliates, employees, officers, directors, shareholders, partners, members,
	732	+	commonly owned corporations or partnerships, or other such persons, entities or
	733	+	affiliates.
	734	+	- 1 - 2 Your relationship with us
	735	+	2.1 When you instruct us on an individual matter, we will write to you to set out:
	736	+	(a) which Norton Rose Fulbright Entity
	737	+	is the Contracting Party;
	738	+	(b) the scope of the work we have agreed to undertake and any assumptions
	739	+	on which
	740	+	it is based;
	741	+	(c) who will
	742	+	be the responsible partner or director and other key team members whom
	743	+	we will try not to replace, although unforeseen circumstances may require that;
	744	+	(d) the fees and invoicing arrangements;
	745	+	(
	746	+	e) any applicable limitation of liability; and
	747	+	(f) the governing law applicable to the contractual relationship with
	748	+	you and the choice
	749	+	of jurisdiction for resolving any issues.
	750	+	(g) Your contractual relationship for individual matters
	751	+	is between you and the
	752	+	Contracting Party, not any other Norton Rose Fulbright Entity nor any individual.
	753	+	You understand that we do not make any promises or warranties
	754	+	as to the outcome
	755	+	of the representation.
	756	+	(h)
	757	+	If, with your agreement, the Contracting Party has referred all or part of your
	758	+	instructions
	759	+	on any individual matter to one or more other Norton Rose Fulbright
	760	+	Entities, legal services provided
	761	+	by other Norton Rose Fulbright Entities will be
	762	+	governed by the terms of our engagement, which will apply as between you and
	763	+	such Norton Rose Fulbright Entity or Entities, to the fullest extent permitted
	764	+	by the
	765	+	laws and professional regulations applicable
	766	+	in the jurisdictions in which such other
	767	+	Norton Rose Fulbright Entity or Entities operate
	768	+	as regards such other Norton Rose
	769	+	Fulbright Entity's or Entities' representation of you, as well
	770	+	as by, if any are issued,
	771	+	additional standard provisions and any letter or contract of engagement relevant
	772	+	to the other Norton Rose Fulbright Entity or Entities.
	773	+	3 Our fees
	774	+	3.1 Our bills are payable on receipt and in the currency in which they are submitted. If you
	775	+	ask us
	776	+	to provide bills using an e-billing solution you understand that: (i) we will send your
	777	+	information
	778	+	to our and your third party supplier(s) to enable us to comply with your request
	779	+	and the transfer
	780	+	is at your risk; (ii) any costs arising out of use of your third party supplier
	781	+	shall
	782	+	be borne by you; and (iii) our compliance with your request shall not reduce the fee
	783	+	otherwise chargeable by
	784	+	us.
	785	+	3.2 If you are required by law to deduct any amount when paying a bill, you will pay to us an
	786	+	additional amount so as to ensure that we receive a net sum equal to the amount of the
	787	+	bill.
	788	+	3.3 We need to approve
	789	+	in advance any proposal for any part of one of our bills to be paid by
	790	+	a third party. Notwithstanding our approval, you agree that you will remain responsible for
	791	+	paying the whole bill and any interest accrued
	792	+	on it.
	793	+	- 2 - 3.4 Unless otherwise agreed, any other Norton Rose Fulbright Entity or Entities to whom the
	794	+	Contracting Party has referred instructions under paragraph 2.3 may provide statements
	795	+	of their fees and charges to the Contracting Party, who will include such fees and charges
	796	+	in its statements to you, which you will be obligated to pay in order that it can remit payment
	797	+	to such other Norton Rose Fulbright Entity or Entities.
	798	+	3.5 If a bill remains unpaid
	799	+	30 days after delivery:
	800	+	(a) you agree that we may
	801	+	be entitled to charge interest, if any, on it at such rate and
	802	+	under such arrangements allowable under the laws and professional regulations
	803	+	applicable
	804	+	to us or as may be provided for in applicable additional standard
	805	+	provisions or
	806	+	an agreement between us and you, and
	807	+	(b)
	808	+	on giving written notice to you, we may cease work on the matter to which the bill
	809	+	relates and any of your other matters. You agree that we are not responsible for
	810	+	any loss resulting from such inactivity. If the matter
	811	+	is litigious, we may also remove
	812	+	ourselves from the Court or tribunal record.
	813	+	3.6 You agree that
	814	+	we may exercise a li en over your files and documents until all bills due to
	815	+	us from you have been paid in full, subject to the laws and professional regulations
	816	+	applicable
	817	+	to us.
	818	+	3.7 If we are required by any governmental or regulatory body, or
	819	+	by a service provider
	820	+	appointed by you, to submit one of our bills to audit, to produce documents or provide
	821	+	information
	822	+	on any individual matter on which you have instructed us, we shall be entitled
	823	+	to bill you for the work involved (and any disbursements incurred) at the rates agreed for
	824	+	the relevant matter. If legal privilege attaches to any such documents, you will either waive
	825	+	privilege or instruct us to review them
	826	+	in your interests.
	827	+	4 Disbursements and other charges
	828	+	4.1 We may consider it to be in your interests to instruct counsel or engage correspondent
	829	+	lawyers, experts or others
	830	+	on your behalf and at your expense. We will consult you before
	831	+	doing
	832	+	so if such instructions or engagements wi ll result in significant fees becoming
	833	+	payable.
	834	+	4.2 We may also charge for photocopying, telephone calls, travel, searches, court fees,
	835	+	hosti
	836	+	ng on-line data or deal rooms and for other services at our or their standard rates
	837	+	from time
	838	+	to time and for other expenses. These charges will be included in our bills and
	839	+	will not include any mark-up of expenses for which the precise cost can
	840	+	be readily
	841	+	determined but may vary from or exceed our or their direct cost for services for which the
	842	+	precise cost cannot
	843	+	be readily determined.
	844	+	5 Money held on account for you
	845	+	5.1 We will deposit any money we hold on your behalf with a regulated financial institution and
	846	+	manage it
	847	+	in accordance with the laws and professional regulations applicable to us. You
	848	+	agree that we are not responsible for any loss of funds so deposited and managed.
	849	+	5.2 If you deposit money with us
	850	+	on account of our fees, the principal and interest accrued, if
	851	+	any, will
	852	+	be applied to your final bill, rendered when we complete your instructions. Unless
	853	+	- 3 - you and we have agreed otherwise, we may also apply any part of the money in settlement
	854	+	of any outstanding interim bills we submit to you.
	855	+	6 Communicating with
	856	+	us
	857	+	6.1 When you seek and receive legal advice from us on your rights and obligations, legal
	858	+	advice or attorney-client privilege will attach to our communications related
	859	+	to that advice.
	860	+	If we act for you
	861	+	in contemplated or actual legal proceedings, litigation or attorney-client
	862	+	privilege will attach to our communications related
	863	+	to those proceedings.
	864	+	6.2 You agree that we may communicate with you using electronic means, knowing that
	865	+	certain risks (including, for example, interception, unauthorized access and risk of viruses)
	866	+	are associated with such means.
	867	+	7 Confidentiality, conflict of interests, and our relationships with other clients
	868	+	7.1 We will keep all information obtained from you, which is not in the public domain,
	869	+	confidential, and will only otherwise disclose it with your authority or if required to do so
	870	+	by the laws and professional regulations applicable to us or if permitted under paragraph
	871	+	9.3. Nevertheless, you agree that
	872	+	we may disclose any relevant information in order to
	873	+	protect and/or defend ourselves in any actual or threatened legal, civil or regulatory
	874	+	proceeding and may also disclose any relevant information
	875	+	in confidence to our insurers,
	876	+	insurance brokers, auditors, bankers and other advisers if and to the extent such
	877	+	disclosure may occur without waiving or losing any applicable legal privilege.
	878	+	7.2 You will provide
	879	+	us, and will instruct your other advisers and any co-venturer or other co
	880	+	participants
	881	+	to provide us, on any matter on which we are instructed, with all relevant
	882	+	information and documents, all of which will have been properly obtained and
	883	+	on which
	884	+	we may rely without verification. You agree that, unless you instruct us otherwise, we may
	885	+	disclose any relevant information
	886	+	to your other professional advisers.
	887	+	7.3 Norton Rose Fulbright
	888	+	is a large coordinated international legal practice with multiple
	889	+	offices around the world. Because of the size, geographic scope, breadth and diversity of
	890	+	the practice,
	891	+	it is inevitable that current and future clients of ours will come into contact
	892	+	with you, and it
	893	+	is important that we agree with you on certain matters in relation to conflicts
	894	+	of interests to preserve our ability
	895	+	to represent both you and other clients. You agree that
	896	+	we may represent current or future clients (including any parties adverse to you
	897	+	in this
	898	+	Matter)
	899	+	in any other matter (including in litigation, arbitration, or other dispute resolution
	900	+	proceedings) that
	901	+	is not substantially related to your Matter, even if their interests are
	902	+	directly adverse
	903	+	to you or your interests in that other matter. We agree, however, that we
	904	+	will not represent another client
	905	+	in a matter if we have obtained non-public proprietary or
	906	+	other confidential information from you that could
	907	+	be used by that other client to your
	908	+	material disadvantage
	909	+	in that matter. You agree and accept that you have access to
	910	+	independent advice on the effect of this paragraph 7.3 and that your signature by way of
	911	+	acceptance of the provisions of the engagement letter to which these Terms apply
	912	+	is
	913	+	confirmation that you understand the scope and application of this paragraph and that you
	914	+	have
	915	+	no questions or concerns in that respect.
	916	+	7.4 You agree that
	917	+	we or any other Norton Rose Fulbright Entity may act for other clients in
	918	+	transactions or disputes in which you or any affiliated entity of yours has an interest
	919	+	provided that we or such other Norton Rose Fulbright Entity do not thereby breach our or
	920	+	their duty of confidentiality to you.
	921	+	- 4 - 7.5 You agree that we are under no duty to disclose to you or use on your behalf any
	922	+	information
	923	+	in respect of which we or any other Norton Rose Fulbright Entity owe a duty
	924	+	of confidentiality to another client or any other person.
	925	+	7.6 You agree that we may disclose our role as legal advisers
	926	+	in any matter on which we are
	927	+	instructed following its completion, for the purposes of publicity, unless you instruct
	928	+	us
	929	+	otherwise. You also agree that, unless you instruct us otherwise, we may publicize the
	930	+	fact that we have a relationship with you.
	931	+	8 Complaints
	932	+	8.1 Any concerns or complaint about our work should be directed initially to the
	933	+	partner/director responsible for carrying out your instructions or, if
	934	+	you prefer, to the
	935	+	relationship partner/director. We maintain internal procedures that
	936	+	can be employed
	937	+	should a concern require escalation beyond the responsible partner/ director. The laws
	938	+	and professional regulations applicable to
	939	+	us may also provide formal complaint
	940	+	procedures.
	941	+	8.2
	942	+	In particular, you should raise any queri es regarding any of our bills wi th the partner or
	943	+	director responsible for the matter
	944	+	as soon as possible. If any part of one of our bills is
	945	+	queried by you or the relevant payer, you agree to immediately pay, or procure payment
	946	+	of, those parts not subject to query.
	947	+	9 Data protection, exchange of information and storage of documents
	948	+	9.1 We act
	949	+	as a data controller in the provision of our legal services. We will process personal
	950	+	data provided to
	951	+	us by you or your employees or agents in relation to any instruction in
	952	+	accordance with data protection standards required by applicable law and will implement
	953	+	appropriate technical and organizational security measures
	954	+	to protect against
	955	+	unauthorized or unlawful processi
	956	+	ng of that personal data and against accidental loss of,
	957	+	or damage to, that personal data. Please see our Privacy notice for further information
	958	+	on
	959	+	our processing of personal data: http://www.nortonrosefulbright.com/privacy-notice/
	960	+	9.2 Each party (you and we) will assist the other party
	961	+	in complying with its respective
	962	+	obligations under applicable data protection law and will ensure that the provision of
	963	+	personal data to the other party
	964	+	is fair and lawful. You agree that you will make our Privacy
	965	+	notice available
	966	+	to your employees or other individuals whose personal data you share
	967	+	with
	968	+	us where this provision of information is required by applicable data protection law.
	969	+	We
	970	+	in turn agree that we will promptly notify you either: (i) upon receipt of a request or
	971	+	complaint from a regulatory authority or
	972	+	an individual exercising a data subject right; or (ii)
	973	+	in the event of loss, disclosure or unauthorized or unlawful processing of personal data
	974	+	that you have provided
	975	+	to us or that we have obtained on your behalf. We will cooperate
	976	+	with you and provide all reasonable assistance
	977	+	as may be required in either case.
	978	+	9.3
	979	+	In the course of providing our services to you, personal data (if any) with respect to
	980	+	persons
	981	+	in the European Economic Area (EEA) may be accessible to and used by other
	982	+	Norton Rose Fulbright Entities and their contractors and/or agents, including those located
	983	+	outside the EEA where data protection laws may not
	984	+	be as comprehensive as in the EEA,
	985	+	but as
	986	+	to such personal data we will ensure compliance with the data protection standards
	987	+	of the
	988	+	EU General Data Protection Regulation 2016 or higher standards under other laws
	989	+	applicable to such personal data.
	990	+	- 5 - 9.4 We will also share your contact details, and those of your staff with whom we have contact,
	991	+	with other Norton Rose Fulbright Entities
	992	+	in order to provide you with information relevant
	993	+	to your business, and to ensure your continuous access to publications, events and news
	994	+	in areas of interest to you. Where your employees supply their contact details to us, we
	995	+	will only use that personal data
	996	+	in accordance with our Privacy notice referenced above
	997	+	or
	998	+	as otherwise consented to by them.
	999	+	9.5 We will not exchange information that will result
	1000	+	in waiver or loss of any client privilege
	1001	+	with other Norton Rose Fulbright Entities. Otherwise, you agree that the Contracting Party
	1002	+	may exchange your information (including personal data) with other Norton Rose Fulbright
	1003	+	Entities, including for the purposes of conflict checking, compliance, financial planning,
	1004	+	billing, business development and matter management. Arrangements are
	1005	+	in place
	1006	+	among
	1007	+	all Norton Rose Fulbright Entities to protect the confidentiality of the information
	1008	+	exchanged.
	1009	+	9.6 We may outsource certain functions associated with servicing clients
	1010	+	to a service center
	1011	+	dedicated
	1012	+	to Norton Rose Fulbright located outside of the EEA or to other third party
	1013	+	providers. For example,
	1014	+	we may outsource information and document management,
	1015	+	office support, technology
	1016	+	and IT services, word processing, photocopying, and translation
	1017	+	services.
	1018	+	9.7 Some of your data may
	1019	+	be stored using cloud technology managed by a third party service
	1020	+	provider. We have agreements
	1021	+	in place with the third party service providers referred to
	1022	+	in paragraphs 9.6 and 9. 7 where applicable and also employ technical and organizational
	1023	+	measures to protect the confidentiality and security of any information shared with them.
	1024	+	9.8 We do not undertake to store or retain your files (whether paper or electronic) for any
	1025	+	particular period of time, but will do so for at least the minimum number of years required
	1026	+	by applicable laws and professional regulations or local business custom. Files may be
	1027	+	destroyed at any time after the expiry of such period, without notice, except those files you
	1028	+	ask
	1029	+	be delivered to you.
	1030	+	10 Copyright and intellectual property
	1031	+	10.1 We retain all copyright and other intellectual property rights in all material developed,
	1032	+	designed and created
	1033	+	by us in the course of a matter. You may only use and copy material
	1034	+	created
	1035	+	by us for you, or which we have developed independently of our work for you and
	1036	+	used
	1037	+	in the course of your matter, in accordance with our advice or specific license terms.
	1038	+	All material must
	1039	+	be kept confidential by you unless we agree otherwise.
	1040	+	10.2 We may use all material created and/or modified
	1041	+	by us in the course of any matter for legal
	1042	+	training, forms, service development (including
	1043	+	in the training of artificial intelligence
	1044	+	technologies
	1045	+	in which event the materials may be hosted on a third party system) and
	1046	+	research purposes, without reference
	1047	+	to you.
	1048	+	11 Our compliance with certain laws and regulations
	1049	+	11.1 We may require you to provide identifying documents and information concerning yourself
	1050	+	and individuals and/or entities associated with
	1051	+	you in order to comply with anti-money
	1052	+	laundering laws and regulations, and
	1053	+	to keep those documents and information up to date.
	1054	+	We may
	1055	+	be unable to carry out your instructions if we are unable to verify your identity or,
	1056	+	- 6 - in some instances, the identities of your directors, shareholders and eventual beneficial
	1057	+	owners.
	1058	+	11.2 We may
	1059	+	be required by law or regulation to report to a governmental or regulatory authority
	1060	+	our knowledge and/or suspicion that certain criminal offences have been committed,
	1061	+	regardless of whether such
	1062	+	an offence has been committed by a client of ours or by a third
	1063	+	party. We may not
	1064	+	be able to discuss such reports with you because of restrictions
	1065	+	imposed by those laws and regulations,
	1066	+	and we may have to cease acting for you in those
	1067	+	circumstances. You agree that
	1068	+	we are not responsible for any adverse consequences you
	1069	+	may suffer
	1070	+	as a result of our compliance with such laws and regulations.
	1071	+	12 Force majeure
	1072	+	Neither you nor we will be responsible for failure to perform our respective obligations
	1073	+	concerning your instructions (save for your responsibility
	1074	+	to pay our bills in full) if the
	1075	+	failures are due to causes outside, respectively, your or our control.
	1076	+	13 Amendments
	1077	+	From time to time, we may need to amend these terms of engagement. If this occurs, we
	1078	+	will notify you
	1079	+	of the changes by means of a notice in the Legal Notices section of our
	1080	+	website but they will not affect any matter
	1081	+	on which we are then currently instructed.
	1082	+	14 Limitations
	1083	+	If the validity or enforceability of any of these terms of engagement is in any way limited
	1084	+	by the laws and professional regulations applicable to us, those laws and professional
	1085	+	regulations will take precedence over these terms of engagement but they will
	1086	+	be valid
	1087	+	and enforceable
	1088	+	to the fullest extent permitted by such laws and professional regulations,
	1089	+	and such limitation shall not affect the validity or enforceability of any other term.
	1090	+	15 Integrity and ethics
	1091	+	Our policy is to act at all times in accordance with the highest professional, ethical and
	1092	+	business standards, and
	1093	+	we expect you to act in like manner in all your dealings with us
	1094	+	and your business counter-parties. We do not countenance bribery or corruption in any
	1095	+	form and you agree (i) not to expect or request any conduct from
	1096	+	us that might bring our
	1097	+	name into disrepute or compromise our integrity, (ii) that you and your employees and
	1098	+	agents will refrain from any practices involving bribery or any other corrupt activities, and
	1099	+	(iii) that you have taken or will take internal steps or procedures designed to ensure that
	1100	+	the risk of corruption and bribery during the course of our relationship
	1101	+	is eliminated.
	1102	+	16 Termination
	1103	+	16.1 Either you or we may terminate our engagement at any time by giving reasonable prior
	1104	+	notice
	1105	+	in writing, subject, in our case, to any applicable laws or regulations. We will only
	1106	+	stop acting for you if we believe we have a good reason to do
	1107	+	so, including in the
	1108	+	circumstances contemplated by paragraph 3.5 (b), but we retain sole discretion regarding
	1109	+	any such decision.
	1110	+	-7 - 16.2 If our engagement is terminated for any reason, you agree to pay in full our bills
	1111	+	representing fees, costs, disbursements and other charges
	1112	+	up to the time of the
	1113	+	engagement's termination.
	1114	+	16.3 A solicitor/client or attorney/client relationship exists between you and us only if, at the
	1115	+	relevant point
	1116	+	in time, we are working under instructions from you; we shall have no duty
	1117	+	to provide you advice at any other time concerning changes
	1118	+	in laws, rules or regulations
	1119	+	that might affect your rights. Further, if
	1120	+	we are not under instructions from you at a given
	1121	+	point in time, you agree that, unless prohibited
	1122	+	by applicable laws or regulations, we are
	1123	+	entitled
	1124	+	to accept at that time other instructions to act in respect of the subject matter of
	1125	+	your previous instructions although we will not disclose
	1126	+	to, or use to the benefit of, another
	1127	+	client any informati
	1128	+	on or documents in respect of which we owe you a duty of
	1129	+	confidentiality.
	1130	+	16.4 We and other Norton Rose Fulbright Entities may send you general information
	1131	+	on legal
	1132	+	developments without charge, or may include you
	1133	+	in general mailings, after our or their
	1134	+	engagement with you has been terminated.
	1135	+	This will not change the fact that our or their
	1136	+	engagement has been terminated.
	1137	+	-8 - I . Contract Number 2. Effective Date 3. Requisition/Purchase Request/Project No. Page 1 of 25
	1138	+	DCHBX-2023-E-0002 March 11, 2023
	1139	+	4. Name and Address of Contractor: 5. Delivery Address:
	1140	+	Norton Rose Fulbright US LLP DC Health Benefit Exchange Authority
	1141	+	1301 McKinney Street, Suite 5100 1225
	1142	+	"I" Street, NW, 4
	1143	+	th
	1144	+	Floor
	1145	+	Houston, TX 77010-3095 Washington, DC 20005
	1146	+	6. Contractor shall submit all invoices to:
	1147	+	Via electronic format through the DC Vendor Portal,
	1148	+	httl!s:/ /vendoq~ortal.dc.gov
	1149	+	7. Reserved for future use 8. Accounting and Appropriation Data
	1150	+	9A.
	1151	+	9B. Supplies/Services 9C. 9D. Unit 9E. Unit Price 9F. Total
	1152	+	Item Quantity
	1153	+	Legal services See Price See price NTE
	1154	+	Schedule Schedule $2,600,000
	1155	+	Contracting Officer will Complete Item 10 or
	1156	+	11 as Applicable: Item 10 is Applicable
	1157	+	(X) 10. CONTRACTOR'S NEGOTIATED ( ) 11. AW ARD (Contractor is not required to sign this
	1158	+	AGREEMENT document.)
	1159	+	(Contractor
	1160	+	is required to sign this document and
	1161	+	return copies
	1162	+	to issuing office.)
	1163	+	Contractor agrees
	1164	+	to furnish and deliver all items Your offer on Solicitation Number including the additions
	1165	+	or perform a
	1166	+	ll the services set forth or otherwise or changes made by you which additions or changes are set
	1167	+	identified above and on any continuation sheets forth in full above
	1168	+	is hereby accepted as to the items listed
	1169	+	for the consideration stated herein. The rights above and on any continuation sheets. This award
	1170	+	and obligations
	1171	+	of the parties to this contract consummates the contract which consists of the following
	1172	+	shall be subject
	1173	+	to and governed by the following documents:
	1174	+	documents: (a) this award/contract, (b) the (a) The Government's solicitation and your offer, and (b)
	1175	+	solicitation,
	1176	+	if any, and ( c) such provisions, this award/ contract. No further contractual document is
	1177	+	representations, certifications, and specifications, necessary.
	1178	+	as are attached or incorporated by reference
	1179	+	herein. (Attachments are listed herein.)
	1180	+	12A. Name and Title
	1181	+	of Signer (Type or print) 13A. Name of Contracting Officer
	1182	+	Chris Cwalina
	1183	+	Kenneth Wallington
	1184	+	12B. 12C. Date 13B. District
	1185	+	of Columbia 13C. Date
	1186	+	Yr
	1187	+	I
	1188	+	{_/'--
	1189	+	June 7, 2023
	1190	+	(Authorized Representative's
	1191	+	Signature) (Contracting Officer's Signature) ,
	1192	+	SECTION B: CONTRACT TYPE, SUPPLIES OR SERVICES AND PRICE/COST
	1193	+	B.1
	1194	+	The District of Columbia Health Benefit Exchange ("DCHBX"), seeks to award a contract to
	1195	+	Norton Rose Fulbright US LLP
	1196	+	("NRF" or "Contractor") to provide legal counsel and
	1197	+	representation with respect to a data security breach incident that was discovered
	1198	+	on March 6,
	1199	+	2023.
	1200	+	The Contractor shall provide legal services and advice to HBX, including litigation services
	1201	+	and comprehensive recommendations
	1202	+	on strengthening our IT systems and processes.
	1203	+	B.1.1 This contract is being awarded as authorized by DC Official Code 31-317 l.04(a)(5) and 2-
	1204	+	351.05( c )(22) and in accordance with
	1205	+	DC Health Benefit Exchange Authority Contracting and
	1206	+	Procurement Policies and Procedures, Section III A(4)(i)(c) -Exemption from Competitive
	1207	+	Procurement Requirements.
	1208	+	B.2 The District contemplates award of a labor hour contract.
	1209	+	B.2.1 Cost Reimbursement Component
	1210	+	The cost reimbursement component as described in Section D.5 shall not exceed $750,000 for the
	1211	+	base period and each option period.
	1212	+	B.2.2 The total value of this contract, including the cost reimbursement component, is not to exceed
	1213	+	$2,600,000 for the base period and $2,000,000 for each option period.
	1214	+	B.2.3 Insurance Panel Rates
	1215	+	NRF acknowledges that the data breach is covered by a policy of insurance. The District may
	1216	+	request the insurer to reimburse certain expenses
	1217	+	and pay other expenses, such as attorneys' fees,
	1218	+	directly to the NRF. In the event the insurer pays
	1219	+	NRF directly, NRF agrees that it shall accept the
	1220	+	insurer's hourly rates and that
	1221	+	HBX will pay the difference, if any, between the insurer's rates and
	1222	+	the 2023 AIG panel rates to
	1223	+	NRF. The agreed upon insurer hourly rates are:
	1224	+	• 2023 HBX insurer panel rates:
	1225	+	Incident response: $600 partners / $400 non-partners /$225 paraprofessionals
	1226	+	• Litigation: $695/partners/ $495 non-partners/ $225 paraprofessionals
	1227	+	• 2023 AIG panel rates:
	1228	+	$816 global lead partner/ $718 partners / $541 non-partners / $225 paraprofessionals
	1229	+	2 B.3 PRICE SCHEDULE-Labor Hour with Cost Reimbursement Component
	1230	+	B.3.1 Base Year
	1231	+	Contract Line Labor Category Hourly
	1232	+	Item No. (CLIN)
	1233	+	Labor
	1234	+	Rate*
	1235	+	0001 Global Lead Partner $816
	1236	+	0002 Partner $718
	1237	+	0003 Non-Partner $541
	1238	+	0004 Paraprofessional $225
	1239	+	0005 Cost Reimbursement -Not-to-Exceed $750,000
	1240	+	TOTAL NOT-TO-EXCEED $2,600,000
	1241	+	B.3.2 Option Year One (1)
	1242	+	Contract Line Labor Category Hourly
	1243	+	Item No. (CLIN)
	1244	+	Labor
	1245	+	Rate*
	1246	+	0001 Global Lead Partner $816
	1247	+	0002 Partner $718
	1248	+	0003 !Non-Partner $541
	1249	+	0004 Paraprofessional $225
	1250	+	0005 Cost Reimbursement-Not-to-Exceed $750,000
	1251	+	TOTAL NOT-TO-EXCEED $2,000,000
	1252	+	B.3.3 Option Year Two (2)
	1253	+	Contract Line Labor Category Hourly
	1254	+	Item No. (CLIN)
	1255	+	Labor
	1256	+	Rate*
	1257	+	0001 Global Lead Partner $816
	1258	+	0002 Partner $718
	1259	+	0003 Non-Partner $541
	1260	+	0004 Paraprofessional $225
	1261	+	0005 Cost Reimbursement-Not-to-Exceed $750,000
	1262	+	TOTAL NOT-TO-EXCEED $2,000,000
	1263	+	3 B.3.4 Option Year Three (3)
	1264	+	Contract Line Labor Category Hourly
	1265	+	Item No. (CLIN)
	1266	+	Labor
	1267	+	Rate*
	1268	+	0001 Global Lead Partner $816
	1269	+	0002 Partner $718
	1270	+	0003 Non-Partner $541
	1271	+	0004 Paraprofessional $225
	1272	+	0005 Cost Reimbursement-Not-to-Exceed $750,000
	1273	+	TOTAL NOT-TO-EXCEED $2,000,000
	1274	+	B.3.5 Option Year Four (4)
	1275	+	Contract Line Labor Category Hourly
	1276	+	Item No. (CLIN)
	1277	+	Labor
	1278	+	Rate*
	1279	+	0001 Global Lead Partner $816
	1280	+	0002 Partner $718
	1281	+	0003 Non-Partner $541
	1282	+	0004 Paraprofessional $225
	1283	+	0005 Cost Reimbursement-Not-to-Exceed $750,000
	1284	+	TOTAL NOT-TO-EXCEED $2,000,000
	1285	+	4 SECTION C: SPECIFICATIONS/STATEMENT OF WORK
	1286	+	C.1
	1287	+	C.1.1
	1288	+	C.2
	1289	+	C.3
5	1290		1
6		-	AN ACT
7		-
8		-	__________
9		-
10		-
11		-	IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
12		-
13		-	__________________
14		-
15		-
16		-	To approve, on an emergency basis, Contract No. DCHBX-E-2023-0002 between the District of
17		-	Columbia Health Benefit Exchange Authority and Norton Rose Fulbright, LLC, in the
18		-	aggregate not to exceed amount of $2.6 million, and to authorize payment to Norton Rose
19		-	for representation and litigation services received and to be received under the contract.
20		-
21		-	BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
22		-	act may be cited as the “Contract No. DCHBX-E-2023-0002 with Norton Rose Fulbright, LLC
23		-	Approval and Payment Authorization Emergency Act of 2023”.
24		-
25		-	Sec. 2. Pursuant to section 451 of the District of Columbia Home Rule Act, approved
26		-	December 24, 1973 (87 Stat. 803; D.C. Official Code § 1-204.51), and notwithstanding the
27		-	requirements of section 202 of the Procurement Practices Reform Act of 2010, effective April 8,
28		-	2011 (D.C. Law 18-371; D.C. Official Code § 2-352.02), the Council approves DCHBX-E-2023-
29		-	0002 between the District of Columbia Health Benefit Exchange Authority and Norton Rose
30		-	Fulbright, LLC and authorizes payment in the not-to-exceed amount of $2.6 million for the
31		-	goods and services received and to be received under the contract.
32		-
33		-	Sec. 3. Fiscal impact statement.
34		-	The Council adopts the fiscal statement of the Chief Financial Officer as the fiscal impact
35		-	statement required by section 4(a) of the General Legislative Procedures Act of 1975, approved
36		-	October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47(a)).
37		-
38		-	Sec. 4. Effective date.
39		-	This act shall take effect following approval by the Mayor (or in the event of veto by the
40		-	Mayor, action by the Council to override the veto), and shall remain in effect for no longer than
41		-	90 days, as provided for emergency acts of the Council of the District of Columbia in section
42		-
43		-
44		-
45		-
46		-	ENROLLED ORIGINAL
47		-
48		-
49		-
50	1291		2
51		-	412(a) of the District of Columbia Home Rule Act, approved December 24, 1973 (87 Stat. 788;
52		-	D.C. Official Code § 1-204.12(a)).
53		-
54		-
55		-
56		-
57		-	______________________________
58		-	Chairman
59		-	Council of the District of Columbia
60		-
61		-
62		-
63		-
64		-
65		-	_________________________________
66		-	Mayor
67		-	District of Columbia
68		-
	1292	+	SCOPE
	1293	+	The District of Columbia Health Benefit Exchange Authority ("DCHBX") seeks
	1294	+	to award a contract to Norton Rose Fulbright US LLP ("NRF" or "Contractor")
	1295	+	to provide legal counsel and representation with respect to a data security breach
	1296	+	incident that was discovered on March 6, 2023. The Contractor shall provide
	1297	+	legal services and advice
	1298	+	to the DC Health Benefit Authority (HBX), including
	1299	+	litigation services, and comprehensive recommendations on strengthening our IT
	1300	+	systems and processes.
	1301	+	DCHBX will retain sole authority at all times
	1302	+	to direct the investigation and
	1303	+	litigation in all respects, including but not limited to approval and/or rejection
	1304	+	of
	1305	+	settlements.
	1306	+	APPLICABLE LAWS AND DOCUMENTS
	1307	+	The following laws are applicable to this procurement:
	1308	+	Item No.
	1309	+	Document Title Date
	1310	+	Type
	1311	+	Letter Letter of Engagement and Standard Terms of 3/10/2023
	1312	+	Agreement
	1313	+	Engagement between DC Health Benefit Exchange
	1314	+	Authority) and Norton Rose Fulbright US LLP,
	1315	+	dated March 10, 2023.
	1316	+	Letter Letter
	1317	+	of Engagement and Standard Terms of 3/31/23
	1318	+	Agreement
	1319	+	Engagement between DC Health Benefit Exchange
	1320	+	Authority) and Norton Rose Fulbright US LLP,
	1321	+	dated March 31, 2023.
	1322	+	RESERVED
	1323	+	BACKGROUND
	1324	+	On March 6, the DC Health Benefit Exchange Authority ("DCHBX" or
	1325	+	"DC Health Link") received notice that data for some DC Health Link
	1326	+	customers had been published on a data breach forum. The DCHBX
	1327	+	immediately launched a comprehensive investigation, began working with
	1328	+	law enforcement, and engaged a third-party expert forensics firm to
	1329	+	investigate.
	1330	+	5 C.1.1
	1331	+	C.1.2
	1332	+	C.1.2.1
	1333	+	C.1.2.2
	1334	+	C.1.2.3
	1335	+	C.1.2.4
	1336	+	C.1.2.5
	1337	+	Due to the nature of the incident, DCHBX needed a law firm that was
	1338	+	experienced in this type
	1339	+	of practice, including investigations, class action
	1340	+	litigation, and the comprehensive review
	1341	+	of systems and processes to
	1342	+	strengthen the
	1343	+	HBX framework against future incidents. Norton Rose was
	1344	+	one
	1345	+	of three entities we met with. Norton Rose has a Data Protection,
	1346	+	Privacy and Cybersecurity practice, and was available to provide
	1347	+	representation immediately. To date,
	1348	+	we are aware of three putative class
	1349	+	action complaints that
	1350	+	have been filed arising out of the data breach --one
	1351	+	in the District
	1352	+	of Columbia Superior Court, Lawless v. DC Health Bene fit
	1353	+	Exchange Authority, and two in the U.S. District Court for the District of
	1354	+	Columbia, Suhr v. DC Health Benefit Exchange Authority and Meranda v.
	1355	+	DC Health Benefit Exchange Authority, et al.
	1356	+	REQUIREMENTS
	1357	+	Contractor shall perform legal services that include, but are not limited to the following:
	1358	+	Assist
	1359	+	DCHBX in responding to the data breach.
	1360	+	Contractor shall assist in all phases
	1361	+	of these investigations and
	1362	+	litigation, including:
	1363	+	a. Preparation, filing, and service of all offensive and responsive pleadings;
	1364	+	b. Mediation attendance and briefing;
	1365	+	c. Preparation and service of all offensive and defensive discovery;
	1366	+	d. Document review and management;
	1367	+	e. Taking depositions, defending depositions, preparing witnesses for depositions;
	1368	+	f. Identifying and managing experts needed to analyze, develop,
	1369	+	or defend the DCHBX's case;
	1370	+	g. Participation and conduct of representation of the DCHBX in court
	1371	+	hearings, oral arguments, trials, investigations and settlement
	1372	+	negotiations;
	1373	+	h. Coordination and conduct of any needed appeal.
	1374	+	1. Comprehensive review of the HBX IT systems and processed to identify steps to
	1375	+	strengthen our system.
	1376	+	REMOVED
	1377	+	Provide regular status reports to the Contract Administrator.
	1378	+	Provide legal services to
	1379	+	DCHBX for this matter in a manner consistent with
	1380	+	accepted standards
	1381	+	of practice in the legal profession. The DCHBX or Attorney
	1382	+	6 C.1.2.6
	1383	+	C.1.2.7
	1384	+	C.1.2.8
	1385	+	C.1.2.9
	1386	+	General for the District
	1387	+	of Columbia (the Attorney General) shall have final
	1388	+	authority over all aspects
	1389	+	of this litigation. The litigation may be commenced,
	1390	+	conducted, settled, approved, and ended only with the express written approval
	1391	+	of the DCHBX or the Attorney General.
	1392	+	Coordinate the provision
	1393	+	of legal services with the Attorney General or his or her
	1394	+	designated assistant, other personnel
	1395	+	of OAG, and such others as the DCHBX
	1396	+	may designate.
	1397	+	Submit all substantive pleadings, motions, briefs, and other material which may
	1398	+	be filed with a court
	1399	+	to DCHBX in draft form in a reasonable and timely manner
	1400	+	for review. All such material must be approved by the DCHBX or designee prior
	1401	+	to filing.
	1402	+	Communicate with the District's executive branch and agencies through
	1403	+	DCHBX unless authorized by DCHBX
	1404	+	to communicate directly with any of
	1405	+	them.
	1406	+	Render services pursuant
	1407	+	to this Contract as an independent contractor. Neither
	1408	+	Contractor nor any employee
	1409	+	of Contractor shall be regarded as employed by, or
	1410	+	as
	1411	+	an employee of the DCHBX or the District of Columbia government.
	1412	+	7 SECTION D: PERIOD OF PERFORMANCE AND DELIVERABLES
	1413	+	D.1 TERM OF CONTRACT
	1414	+	The term of the contract sha ll be for a period of one ( 1) year from the date of the signed
	1415	+	letter
	1416	+	of engagement (March 11, 2023 ), also referred to as a letter contract, whereas the
	1417	+	letter contract shall merge with this definitized contract.
	1418	+	D.2 OPTION TO EXTEND THE TERM OF THE CONTRACT
	1419	+	D.2.1
	1420	+	The District may extend the term of this contract for a period of four ( 4) one-year option
	1421	+	periods, or successive fractions thereof, by written notice
	1422	+	to the Contractor before the
	1423	+	expiration
	1424	+	of the contract; provided that the DCHBX will give the Contractor preliminary
	1425	+	written notice
	1426	+	of its intent to extend at least thirty (30) days before the contract expires.
	1427	+	The preliminary notice does not commit the DCHBX
	1428	+	to an extension. The exercise of this
	1429	+	option
	1430	+	is subject to the availability of funds at the time of the exercise of this option. The
	1431	+	Contractor may waive the thirty (30) day preliminary notice requirement by providing a
	1432	+	written waiver
	1433	+	to the Contracting Officer prior to the expiration of the contract.
	1434	+	D.2.2 If the DCHBX exercises this option, the extended contract shall be considered to include
	1435	+	this option provision.
	1436	+	D.2.3 The price for the option period(s) shall be as specified in Section B of the contract.
	1437	+	D.2.4 The total duration of this contract, including the exercise of any options under this clause,
	1438	+	shall not exceed (5) years.
	1439	+	D.3 DELIVERABLES
	1440	+	The Contractor shall perform the activities required to successfully complete the District's
	1441	+	requirements and submit each deliverable
	1442	+	to the Contract Administrator identified m
	1443	+	section G.9 in accordance with the following:
	1444	+	CLIN Deliverable Quantity Format/Method of Due Date
	1445	+	Delivery
	1446	+	C.1.2.2 a. Preparation, TBD PDF /Electronic Ongoing, as requested
	1447	+	filing, and service
	1448	+	of all offensive
	1449	+	and responsive
	1450	+	pleadings
	1451	+	C. l .2.2b Mediation TBD Ongoing
	1452	+	attendance and
	1453	+	briefing
	1454	+	C.1
	1455	+	.2.2 C. Preparation and TBD PDF /Electronic Ongoing
	1456	+	service
	1457	+	of all
	1458	+	8 D.3.1
	1459	+	D.4
	1460	+	D.4.1
	1461	+	D.4.2
	1462	+	D.4.3
	1463	+	D.5
	1464	+	D.5.1
	1465	+	offensive and
	1466	+	defensive
	1467	+	discovery
	1468	+	C.1.2.2d Document TBD
	1469	+	PDF /Electronic Ongoing
	1470	+	Review
	1471	+	C.1.2.2
	1472	+	e. Depositions TBD PDF /Electronic Ongoing
	1473	+	C.1.2.2f Identifying TBD
	1474	+	PDF /Electronic Ongoing
	1475	+	experts
	1476	+	C.1.2.2g Legal TBD
	1477	+	PDF /Electronic Ongoing, as requested
	1478	+	representation
	1479	+	C.1.2.2h Appeals TBD
	1480	+	PDF /Electronic Ongoing, as requested
	1481	+	C.1.2.2.i Comprehensive TBD Electronic Ongoing
	1482	+	review
	1483	+	of the
	1484	+	systems and
	1485	+	processes
	1486	+	C.1.2.4 Status Reports TBD
	1487	+	PDF /Electronic Ongoing
	1488	+	C.1.2.7 Drafts
	1489	+	of TBD PDF /Electronic Ongoing
	1490	+	substantive
	1491	+	pleadings,
	1492	+	motions, briefs,
	1493	+	and other
	1494	+	material which
	1495	+	may be filed with
	1496	+	the court
	1497	+	Contractor shall
	1498	+	submit to the DCHBX, as a deliverable, the report described in section
	1499	+	F.6 which
	1500	+	is required by the 51 % District Residents New Hires Requirements and First
	1501	+	Source
	1502	+	Employment Agreement. If the Contractor does not submit the report as part of the
	1503	+	deliverables,
	1504	+	DCHBX shall not make final payment to the Contractor pursuant to section
	1505	+	E.5.2.
	1506	+	ORDERING CLAUSE
	1507	+	Any supplies and services to be furnished under this contract must be ordered by issuance
	1508	+	of delivery orders, task orders, or purchase orders by the CO. Such orders may be issued
	1509	+	during the term
	1510	+	of this contract.
	1511	+	All purchase orders are subject to the terms and conditions
	1512	+	of this contract. In the event of
	1513	+	a conflict between a purchase order and this contract, the contract shall control.
	1514	+	Orders
	1515	+	may be issued by facsimile or electronic commerce methods.
	1516	+	Cost Reimbursement
	1517	+	Cost Reimbursement Ceiling
	1518	+	9 D.5.2
	1519	+	a. Cost reimbursement ceiling for the contract for costs specified in D.5.2 is set forth
	1520	+	in Section B.2.1.
	1521	+	b. The Contractor agrees to use its best efforts to perform work specified in this
	1522	+	contract and to meet all obligations under the contract within the cost
	1523	+	reimbursement ceiling specified in Section D.5.2.
	1524	+	c. The Contractor must notify the Contract Administrator, in writing, whenever it has
	1525	+	reason to believe that the total cost for reimbursement will be either greater or
	1526	+	substantially less than the costs reimbursement ceiling ("Notification
	1527	+	of Cost
	1528	+	Differential").
	1529	+	d. As part
	1530	+	of the notification, the Contractor must provide the Contract Administrator
	1531	+	a revised estimate
	1532	+	of the total cost of reimbursement for the contract.
	1533	+	e. HBX is not obligated to reimburse the Contractor for cost incurred in excess of the
	1534	+	cost reimbursement ceiling specified in B.2.1 and the Contractor is not obligated
	1535	+	to incur costs in excess
	1536	+	of the cost reimbursement ceiling specified in
	1537	+	B.2.1 until a modification
	1538	+	is executed by the Contracting Officer that the estimated
	1539	+	cost has been increased and provides revised cost reimbursement ceilings for
	1540	+	perforn1ing the contract.
	1541	+	Unless otherwise specified, the District will reimburse the Contractor costs incurred by the
	1542	+	Contractor for expert IT and breach response consultation, however, the Contractor shall
	1543	+	not select any consultant or outside analysis without the Contract Administrator's approval.
	1544	+	Prior
	1545	+	to perfonning services under the cost reimbursement compone nt, the Contractor shall submit
	1546	+	to the Contract Administrator for approval, in writing, the services and associated costs. Any
	1547	+	accumulated expense over the cost reimbursement ceiling specified in B.2.1 shall require
	1548	+	approv
	1549	+	al of the Contract Administrator and Contracting Officer in advance of any cost being
	1550	+	incurred.
	1551	+	10 SECTION E: CONTRACT ADMINISTRATION
	1552	+	E.1
	1553	+	E.2
	1554	+	E.2.1
	1555	+	E.2.2
	1556	+	E.2.3
	1557	+	E.3
	1558	+	E.3.1
	1559	+	E.3.1.1
	1560	+	E.3.1.2
	1561	+	E.3.1.3
	1562	+	CONTRACTING OFFICER ("CO")
	1563	+	Contracts will be entered into and signed on behalf of DCHBX only by contracting
	1564	+	officers. The contact information for the Contracting Officer is:
	1565	+	Kenneth Wallington
	1566	+	Contracting Officer
	1567	+	DC Health Benefit Exchange Authority
	1568	+	1225
	1569	+	"I" Street, NW, Suite 400
	1570	+	Washington, DC 20005
	1571	+	Ph: (202) 679-5952
	1572	+	Email: Kenneth.wallington@dc.gov
	1573	+	AUTHORIZED CHANGES BY THE CONTRACTING OFFICER
	1574	+	The CO is the only person authorized to approve changes in any of the requirements of
	1575	+	this contract.
	1576	+	The Contractor shall not comply with any order, directive or request that changes or
	1577	+	modifies the requirements
	1578	+	of this contract, unless issued in writing and signed by the CO.
	1579	+	In the event the Contractor effects any change at the instruction or request
	1580	+	of any person
	1581	+	other than the CO, the change will be considered to have been made without authority
	1582	+	and no adjustment will be made in the contract price to cover any cost increase incurred
	1583	+	as a result thereof.
	1584	+	CONTRACT ADMINISTRATOR ("CA")
	1585	+	The CA is responsible for general administration of the contract and advising the CO as
	1586	+	to the Contractor's compliance or noncompliance with the contract. The CA has the
	1587	+	responsibility
	1588	+	of ensuring the work conforms to the requirements of the contract and such
	1589	+	other responsibilities and authorities as may be specified in the contract. These include:
	1590	+	Keeping the CO fully informed
	1591	+	of any technical or contractual difficulties
	1592	+	encountered during the performance period and advising the CO
	1593	+	of any potential problem
	1594	+	areas under the contract;
	1595	+	Coordinating site entry for Contractor personnel,
	1596	+	if applicable;
	1597	+	Reviewing invoices for completed work and recommending approval
	1598	+	by the CO if the
	1599	+	Contractor's costs are consistent with the negotiated amounts and progress is
	1600	+	satisfactory and commensurate with the rate
	1601	+	of expenditure;
	1602	+	11 E.3.1.4
	1603	+	E.3.1.5
	1604	+	E.3.2
	1605	+	E.3.3
	1606	+	E.3.4
	1607	+	E.4
	1608	+	E.4.1
	1609	+	E.4.2
	1610	+	E.4.3
	1611	+	1.
	1612	+	2.
	1613	+	3.
	1614	+	4.
	1615	+	5.
	1616	+	6.
	1617	+	Reviewing and approving invoices for deliverables to ensure receipt of goods and
	1618	+	services. This includes the timely processing
	1619	+	of invoices and vouchers in accordance with
	1620	+	the
	1621	+	DCHBX payment provisions; and
	1622	+	Maintaining a file that includes all contract correspondence, modifications, records
	1623	+	of
	1624	+	inspections (site, data, equipment) and invoice or vouchers.
	1625	+	The contact information
	1626	+	of the CA is:
	1627	+	Brian
	1628	+	K. Flowers
	1629	+	Contract Administrator
	1630	+	DC Health Benefit Exchange Authority
	1631	+	1225 I Street,
	1632	+	NW, Suite 400
	1633	+	Washington,
	1634	+	DC 20005
	1635	+	Email: brian.flowers@dc.gov
	1636	+	Ph: 202-812-8444
	1637	+	The
	1638	+	CA shall NOT have the authority to:
	1639	+	Award, agree to, or sign any contract, delivery order or task order. Only the CO shall
	1640	+	make contractual agreements, commitments
	1641	+	or modifications;
	1642	+	Grant deviations from
	1643	+	or waive any of the terms and conditions of the contract;
	1644	+	Increase the dollar limit
	1645	+	of the contract or authorize work beyond the dollar limit of the
	1646	+	contract,
	1647	+	Authorize the expenditure
	1648	+	of funds by the Contractor;
	1649	+	Change the period
	1650	+	of performance; or
	1651	+	Authorize the use
	1652	+	of District property, except as specified under the contract.
	1653	+	The Contractor shall be fully responsible for any changes not authorized in advance, in
	1654	+	writing, by the CO;
	1655	+	may be denied compensation or other relief for any additional work
	1656	+	performed that is not so authorized; and may also be required, at no additional cost to
	1657	+	DCHBX, to take all corrective action necessitated by reason of the unauthorized changes.
	1658	+	INVOICE SUBMITTALAND PAYMENT
	1659	+	The Contractor shall create and submit payment requests in an electronic format through
	1660	+	the DC
	1661	+	Vendor Portal, https: //vendorportal.dc.gov.
	1662	+	The Contractor shall submit proper invoice(s) on a monthly basis
	1663	+	or as otherwise specified
	1664	+	in the Contract
	1665	+	or task or delivery order.
	1666	+	To constitute a proper invoice, the Contractor shall enter all required information into the
	1667	+	DC Vendor Portal after selecting the applicable purchase order number listed on the
	1668	+	Contractor's profile.
	1669	+	12 E.4.4 HBX will make payments to the Contractor, upon the submission of proper invoices, at the
	1670	+	prices stipulated in the contract ( or task or delivery order), for supplies delivered and
	1671	+	accepted
	1672	+	or services performed and accepted, less any discounts, allowances, or
	1673	+	adjustments provided for in the Contract.
	1674	+	E.S FIRST SOURCE AGREEMENT REQUEST FOR FINAL PAYMENT
	1675	+	E.5.1
	1676	+	For contracts subject to the 51 % District Residents New Hires Requirements and First
	1677	+	Source Employment Agreement requirements, final request for payment must be
	1678	+	accompanied by the report
	1679	+	or a waiver of compliance discussed in section F.6.
	1680	+	E.5.2 The District shall not make final payment to the Contractor until the agency CFO has
	1681	+	received the
	1682	+	CO's final determination or approval of waiver of the Contractor's compliance
	1683	+	with
	1684	+	51 % District Residents New Hires Requirements and First Source Employment
	1685	+	Agreement requirements.
	1686	+	13 SECTION F: ATTACHMENTS AND OTHER TERMS AND CONDITIONS
	1687	+	F.1 APPLICABILITY OF STANDARD CONTRACT PROVISIONS
	1688	+	F.1.1
	1689	+	HBX Standard Contract Provisions 2016 (Attachment G. l) are incorporated in and made a
	1690	+	part
	1691	+	of this Contract in relevant part. Provisions in Attachment G. l that have been
	1692	+	superseded are stricken ( denoted using striketlumigk) and incorporated in current form in
	1693	+	relevant sections
	1694	+	of the Contract.
	1695	+	F.1.2 To obtain a copy of the HBXSCP 2016 go to http://hbx.dc.gov/publication/dcpolicies-and
	1696	+	procedures. Under the heading "Health Benefit Exchange Authority" click on "HBX
	1697	+	Standard Contract Provisions March 24, 2016."
	1698	+	F.1.3 FAMILIARIZATION WITH CONDITIONS
	1699	+	Contractor shall fully review this agreement and all attachments including the HBX
	1700	+	Standard Contract Provisions 2016 (See F.1.2),
	1701	+	becoming acquainted with all available
	1702	+	information regarding this contracting including the conditions under which the work
	1703	+	is to
	1704	+	be accomplished. Contractors will not be relieved from assuming all responsibility for
	1705	+	properly estimating the difficulties and the cost
	1706	+	of performing the services required herein
	1707	+	due to their failure to investigate the conditions or
	1708	+	to become acquainted with all
	1709	+	information, schedules and liability concerning the services to be performed.
	1710	+	F.2 HIRING OF DISTRICT RESIDENTS AS APPRENTICES AND TRAINEES
	1711	+	F.2.1
	1712	+	For all new employment resulting from this Contract or subcontracts hereto, as defined in
	1713	+	Mayor's Order 83-265 and implementing instructions, the Contractor shall use its best
	1714	+	efforts to comply with the following basic goal and objectives for utilization
	1715	+	of bona fide
	1716	+	residents
	1717	+	of the District of Columbia in each project's labor force:
	1718	+	F.2.2 At least fifty-one (51) percent of apprentices and trainees employed shall be residents of
	1719	+	the District of Columbia registered in programs approved by the District of Columbia
	1720	+	Apprenticeship Council.
	1721	+	F.2.3 The Contractor shall negotiate an Employment Agreement with the Department of
	1722	+	Employment Services (DOES) for jobs created as a result of this contract. The DOES shall
	1723	+	be the Contractor's first source
	1724	+	of referral for qualified apprentices and trainees in the
	1725	+	implementation
	1726	+	of employment goals contained in this clause.
	1727	+	F.3 DEPARTMENT OF LABOR WAGE DETERMINATIONS
	1728	+	The Contractor shall be bound by the Wage Determination No. 2015-4281, Revision 25
	1729	+	dated 12/27/2022,
	1730	+	issued by the U.S. Department of Labor in accordance with the Service
	1731	+	Contract Act,
	1732	+	41 U.S.C. § 351, et seq. The Contractor shall be bound by the wage rates for
	1733	+	the term
	1734	+	of the Contract subject to revision as stated herein. If an option is exercised, the
	1735	+	Contractor shall be bound by the applicable wage rates at the time
	1736	+	of the exercise of the
	1737	+	option.
	1738	+	If the option is exercised and the CO obtains a revised wage determination, the
	1739	+	revised wage determination is applicable for the option periods and the
	1740	+	14 Contractor may be entitled to an equitable adjustment.
	1741	+	F.4 PREGNANT WORKERS FAIRNESS
	1742	+	F.4.1
	1743	+	The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of 2016,
	1744	+	D.C. Official
	1745	+	Code§ 32-1231.01, et seq. (PPWF Act).
	1746	+	F.4.2 The Contractor shall not:
	1747	+	(a) Refuse
	1748	+	to make reasonable accommodations to the known limitations related to pregnancy,
	1749	+	childbirth, related medical conditions, or breastfeeding for an employee, unless the
	1750	+	Contractor can demonstrate that the accommodation would impose an undue hardship;
	1751	+	(b) Take an adverse action against an employee who requests or uses a reasonable
	1752	+	accommodation in regard to the employee's conditions or privileges
	1753	+	of employment,
	1754	+	including failing to reinstate the employee when the need for reasonable accommodations
	1755	+	ceases to the employee's original
	1756	+	job or to an equivalent position with equivalent:
	1757	+	(1) Pay;
	1758	+	(2) Accumulated seniority and retirement;
	1759	+	(3) Benefits; and
	1760	+	( 4) Other applicable service credits;
	1761	+	( c) Deny employment opportunities
	1762	+	to an employee, or a job applicant, if the denial is based
	1763	+	on the need
	1764	+	of the employer to make reasonable accommodations to the known limitations
	1765	+	related to pregnancy, childbirth, related medical conditions, or breastfeeding;
	1766	+	(
	1767	+	d) Require an employee affected by pregnancy, childbirth, related medical conditions, or
	1768	+	breastfeeding to accept an accommodation that the employee chooses not to accept
	1769	+	if the
	1770	+	employee does not have a known limitation related to pregnancy, childbirth, related
	1771	+	medical conditions, or breastfeeding or the accommodation
	1772	+	is not necessary for the
	1773	+	employee to perfonn her duties;
	1774	+	(
	1775	+	e) Require an employee to take leave if a reasonable accommodation can be provided; or
	1776	+	(f) Take adverse action against an employee who has been absent from work as a result of a
	1777	+	pregnancy-related condition, including a pre-birth complication.
	1778	+	F.4.3 The Contractor shall post and maintain in a conspicuous place a notice of rights in both
	1779	+	English and Spanish and provide written notice
	1780	+	of an employee's right to a needed
	1781	+	reasonable accommodation related
	1782	+	to pregnancy, childbirth, related medical conditions, or
	1783	+	breastfeeding pursuant to the PPWF Act, to:
	1784	+	(a) New employees at the commencement
	1785	+	of employment;
	1786	+	(b) Existing employees; and
	1787	+	( c) An employee who notifies the employer
	1788	+	of her pregnancy, or other condition covered by
	1789	+	the PPWF Act, within 10 days of the notification.
	1790	+	F.4.4 The Contractor shall provide an accurate written translation of the notice of rights to any
	1791	+	non-English or non-Spanish speaking employee.
	1792	+	15 F.4.5 Violations of the PPWF Act shall be subject to civil penalties as described in the Act.
	1793	+	F.5 UNEMPLOYED ANTI-DISCRIMINATION
	1794	+	F.5.1
	1795	+	The Contractor shall comply with the Unemployed Anti-Discrimination Act of 2012,
	1796	+	D.C. Official
	1797	+	Code§ 32-1361, et seq.
	1798	+	F.5.2 The Contractor shall not:
	1799	+	(a) Fail or refuse to consider for employment, or fail or refuse to hire, an individual
	1800	+	as an
	1801	+	employee because
	1802	+	of the individual's status as unemployed; or
	1803	+	(b) Publish, in print, on the Internet, or in any other medium, an advertisement or
	1804	+	announcement for any vacancy in a
	1805	+	job for employment that includes:
	1806	+	(
	1807	+	1) Any provision stating or indicating that an individual's status as unemployed disqualifies
	1808	+	the individual for the
	1809	+	job; or
	1810	+	(2) Any provision stating or indicating that an employment agency will not consider or hire
	1811	+	an individual for employment based on that individual's status
	1812	+	as unemployed.
	1813	+	F.5.3 Violations of the Unemployed Anti-Discrimination Act shall be subject to civil penalties
	1814	+	as described in the Act.
	1815	+	F.6 51 % DISTRICT RESIDENTS NEW HIRES REQUIREMENTS AND FIRST
	1816	+	SOURCE EMPLOYMENT AGREEMENT
	1817	+	F.6.1
	1818	+	For contracts for services in the amount of $300,000 or more, the Contractor shall comply
	1819	+	with the First Source Employment Agreement Act
	1820	+	of 1984, as amended, D.C. Official
	1821	+	Code§ 2-219.01 et seq. (First Source Act).
	1822	+	F.6.2 The Contractor shall enter into and maintain during the term of the contract, a First Source
	1823	+	Employment Agreement (Employment Agreement) with the District
	1824	+	of Columbia
	1825	+	Department
	1826	+	of Employment Service's (DOES), in which the Contractor shall agree that:
	1827	+	(a) The first source for finding employees to fill all jobs created in order to perform the
	1828	+	contract shall be the First Source Register; and
	1829	+	(b) The first source for finding employees to fill any vacancy occurring in all jobs covered by
	1830	+	the Employment Agreement shall be the First Source Register.
	1831	+	F.6.3 The Contractor shall not begin performance of the contract until its Employment
	1832	+	Agreement has been accepted by DOES. Once approved, the Employment Agreement
	1833	+	shall not be amended except with the approval
	1834	+	of DOES.
	1835	+	F.6.4 The Contractor agrees that at least 51 % of the new employees hired to perform the
	1836	+	Contract shall be District residents.
	1837	+	F.6.5 The Contractor's hiring and reporting requirements under the First Source Act and any
	1838	+	rules promulgated thereunder shall continue for the term
	1839	+	of the Contract.
	1840	+	F.6.6 The CO may impose penalties, including monetary fines of 5% of the total amount of the
	1841	+	direct and indirect labor costs
	1842	+	of the Contract, for a willful breach of the Employment
	1843	+	Agreement, failure to submit the required hiring compliance reports, or deliberate
	1844	+	16 F.6.7
	1845	+	F.6.8
	1846	+	F.6.9
	1847	+	F.6.10
	1848	+	F.7
	1849	+	F.8
	1850	+	F.8.1
	1851	+	F.8.2
	1852	+	F.8.3
	1853	+	F.8.4
	1854	+	F.8.5
	1855	+	submission of falsified data.
	1856	+	If the Contractor does not receive a good faith waiver, the CO may also impose an
	1857	+	additional penalty equal
	1858	+	to 1/8 of 1 % of the total amount of the direct and indirect labor
	1859	+	costs
	1860	+	of the Contract for each percentage by which the Contractor fails to meet its hiring
	1861	+	requirements.
	1862	+	Any contractor which violates, more than once within a 10-year timeframe, the hiring or
	1863	+	reporting requirements
	1864	+	of the First Source Act shall be referred for debarment for not more
	1865	+	than five (5) years.
	1866	+	The contractor may appeal any decision
	1867	+	of the CO pursuant to this clause to the D.C.
	1868	+	Contract Appeals Board
	1869	+	as provided in Section 36 (Disputes) of HBX Standard Contract
	1870	+	Provisions 2016 (Attachment G. l).
	1871	+	The provisions
	1872	+	of the First Source Act do not apply to nonprofit organizations which
	1873	+	employ 50 employees
	1874	+	or less.
	1875	+	RESERVED
	1876	+	FAIR CRIMINAL RECORD SCREENING
	1877	+	The Contractor shall comply with the provisions of the Fair Criminal Record Screening
	1878	+	Amendment Act
	1879	+	of 2014, effective December 17, 2014 (D. C. Law 20-152) (the "Act" as
	1880	+	used in this Section F.8). This section applies to any employment, including employment
	1881	+	on a temporary or contractual basis, where the physical location
	1882	+	of the employment is in
	1883	+	whole or substantial part within the District
	1884	+	of Columbia.
	1885	+	Prior to making a conditional offer
	1886	+	of employment, the Contractor shall not require an
	1887	+	applicant for employment, or a person who has requested consideration for employment
	1888	+	by the Contractor, to reveal or disclose an arrest or criminal accusation that
	1889	+	is not then
	1890	+	pending or did not result in a criminal conviction.
	1891	+	After making a conditional offer
	1892	+	of employment, the Contractor may require an applicant
	1893	+	to disclose or reveal a criminal conviction.
	1894	+	The Contractor may only withdraw a conditional offer
	1895	+	of employment, or take adverse
	1896	+	action against an applicant, for a legitimate business reason
	1897	+	as described in the Act.
	1898	+	This section and the provisions
	1899	+	of the Act shall not apply:
	1900	+	(a) Where a federal or District law or regulation requires the consideration
	1901	+	of an applicant's
	1902	+	criminal history for the purposes
	1903	+	of employment;
	1904	+	(b) To a position designated by the employer as part
	1905	+	of a federal or District government
	1906	+	program
	1907	+	or obligation that is designed to encourage the employment of those with criminal
	1908	+	histories;
	1909	+	(c)To any facility or employer that provides programs, services,
	1910	+	or direct care to, children,
	1911	+	youth, or vulnerable adults; or
	1912	+	17 ( d) To employers that employ less than 11 employees.
	1913	+	F.8.6 A person claiming to be aggrieved by a violation of the Act may file an administrative
	1914	+	complaint with the
	1915	+	D.C. Office of Human Rights, and the Commission on Human Rights
	1916	+	may impose monetary penalties against the Contractor.
	1917	+	F.9 EXCHANGE PRIVACY AND SECURITY COMPLIANCE
	1918	+	The Contractor shall comply in all respects with the Exchange Privacy and Security
	1919	+	Compliance Addendum (Attachment A) to this Contract.
	1920	+	F.10 SUBCONTRACTS
	1921	+	F.11
	1922	+	A.
	1923	+	The Contractor hereunder shall not subcontract any of the Contractor's work or services to
	1924	+	any subcontractor without the prior written consent
	1925	+	of the CO. Any work or service so
	1926	+	subcontracted shall be performed pursuant to a subcontract agreement, which the DCHBX
	1927	+	will have the right to review and approve prior to its execution by the Contractor. Any such
	1928	+	subcontract shall specify that the Contractor and the subcontractor shall be subject to every
	1929	+	provision
	1930	+	of this contract. Notwithstanding any such subcontract approved by the DCHBX,
	1931	+	the Contractor shall remain liable to the DCHBX for all Contractor's work and services
	1932	+	required hereunder.
	1933	+	INSURANCE
	1934	+	GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and
	1935	+	maintain, during the entire period
	1936	+	of performance under this contract, the types of insurance
	1937	+	specified below. The Contractor shall have its insurance broker or insurance company
	1938	+	submit a Certificate
	1939	+	of Insurance to the CO giving evidence of the required coverage prior
	1940	+	to commencing performance under this contract. In no event shall any work be perfonned
	1941	+	until the required Certificates
	1942	+	of Insurance signed by an authorized representative of the
	1943	+	insurer(s) have been provided to, and accepted by, the CO. All insurance shall be written
	1944	+	with financially responsible companies authorized to
	1945	+	do business in the District of
	1946	+	Columbia or in the jurisdiction where the work is to be performed and have an A.M. Best
	1947	+	Company rating
	1948	+	of A-/ VII or higher. Should the Contractor decide to engage a
	1949	+	subcontractor for segments
	1950	+	of the work under this contract and wish to propose different
	1951	+	insurance requirements than outlined below, then, prior to commencement
	1952	+	of work by the
	1953	+	subcontractor, the Contractor shall submit in writing the name and brief description
	1954	+	of work
	1955	+	to be performed by the subcontractor on the Subcontractors Insurance Requirement
	1956	+	Template provided by the CA, to the Office
	1957	+	of Risk Management (ORM). ORM will
	1958	+	determine the insurance requirements applicable to the subcontractor and promptly deliver
	1959	+	such requirements in writing to the Contractor and the CA. The Contractor must provide
	1960	+	proof of the subcontractor's required insurance prior to commencement of work by the
	1961	+	subcontractor.
	1962	+	If the Contractor decides to engage a subcontractor without requesting from
	1963	+	ORM specific insurance requirements for the subcontractor, such subcontractor shall have
	1964	+	the same insurance requirements
	1965	+	as the Contractor.
	1966	+	18 General liability, commercial auto, workers' compensation and property insurance policies
	1967	+	(if applicable to this agreement) shall contain a waiver of subrogation provision in favor of
	1968	+	the Government of the District of Columbia.
	1969	+	The Government
	1970	+	of the District of Columbia shall be included in all policies required
	1971	+	hereunder to be maintained by the Contractor and its subcontractors ( except for workers'
	1972	+	compensation and professional liability insurance) as an additional insureds for claims
	1973	+	against
	1974	+	The Government of the District of Columbia relating to this contract, with the
	1975	+	understanding that any affirmative obligation imposed upon the insured Contractor
	1976	+	or its
	1977	+	subcontractors (including without limitation the liability to
	1978	+	pay premiums) shall be the sole
	1979	+	obligation
	1980	+	of the Contractor or its subcontractors, and not the additional insured. The
	1981	+	additional insured status under the Contractor's and its subcontractors' Commercial
	1982	+	General Liability insurance policies shall be effected using the ISO Additional Insured
	1983	+	Endorsement form
	1984	+	CG 20 10 11 85 (or CG 20 10 07 04 and CG 20 37 07 04) or such other
	1985	+	endorsement or combination
	1986	+	of endorsements providing coverage at least as broad and
	1987	+	approved by the CO in writing. All
	1988	+	of the Contractor's and its subcontractors' liability
	1989	+	policies ( except for workers' compensation and professional liability insurance) shall be
	1990	+	endorsed using ISO form
	1991	+	CG 20 01 04 13 or its equivalent so as to indicate that such
	1992	+	policies provide primary coverage (without any right
	1993	+	of contribution by any other
	1994	+	insurance, reinsurance
	1995	+	or self-insurance, including any deductible or retention, maintained
	1996	+	by an Additional Insured) for all claims against the additional insured arising out
	1997	+	of the
	1998	+	performance
	1999	+	of this Statement of Work by the Contractor or its subcontractors, or anyone
	2000	+	for
	2001	+	whom the Contractor or its subcontractors may be liable. These policies shall include
	2002	+	a separation
	2003	+	of insureds clause applicable to the additional insured.
	2004	+	If the Contractor and/ or its subcontractors maintain broader coverage and/or higher limits
	2005	+	than the minimums shown below, the District requires and shall be entitled to the broader
	2006	+	coverage and/or the higher limits maintained by the Contractor and subcontractors.
	2007	+	B. INSURANCE REQUIREMENTS
	2008	+	1. Commercial General Liability Insurance ("CGL") -The Contractor shall provide
	2009	+	evidence satisfactory to the CO with respect to the services performed that it carries a
	2010	+	CGL policy, written on an occurrence (not claims-made) basis, on Insurance Services
	2011	+	Office, Inc. ("ISO") form
	2012	+	CG 00 01 04 13 ( or another occurrence-based form with
	2013	+	coverage at least as broad and approved by the CO in writing), covering liability for all
	2014	+	ongoing and completed operations
	2015	+	of the Contractor, including ongoing and completed
	2016	+	operations under all subcontracts, and covering claims for bodily injury, including
	2017	+	without limitation sickness, disease
	2018	+	or death of any persons, injury to or destruction of
	2019	+	property, including loss of use resulting therefrom, personal and advertising injury, and
	2020	+	including coverage for liability arising out
	2021	+	of an Insured Contract (including the tort
	2022	+	liability
	2023	+	of another assumed in a contract) and acts of terrorism (whether caused by a
	2024	+	foreign or domestic source). Such coverage shall have limits
	2025	+	of liability of not less than
	2026	+	$1,000,000 each occurrence, a $2,000,000 general aggregate (including a per location
	2027	+	or per project aggregate limit endorsement, if applicable) limit, a $1,000,000
	2028	+	personal and advertising injury limit, and a
	2029	+	$2,000,000 products-completed operations aggregate limit.
	2030	+	19 The contractor should be named as an additional insured on the applicable
	2031	+	manufacturer's/distributer's Commercial General Liability policy using Insurance
	2032	+	Services Office, Inc. ("ISO") form
	2033	+	CG 20 15 04 13 ( or another occurrence-based form
	2034	+	with coverage at least as broad).
	2035	+	DCHBX should collect, review for accuracy and maintain all warranties for goods
	2036	+	and services.
	2037	+	2. Automobile Liability Insurance -The Contractor shall provide evidence satisfactory to
	2038	+	the
	2039	+	CO of commercial (business) automobile liability insurance written on ISO form
	2040	+	CA 00 01 10 13 (or another fonn with coverage at least as broad and approved by the
	2041	+	CO in writing) including coverage for all
	2042	+	owned, hired, borrowed and non-owned
	2043	+	vehicles and equipment used
	2044	+	by the Contractor, with minimum per accident limits
	2045	+	equal to the greater
	2046	+	of (i) the limits set forth in the Contractor's commercial automobile
	2047	+	liability policy
	2048	+	or (ii) $1,000,000 per occurrence combined single limit for bodily
	2049	+	injury and property damage.
	2050	+	3. Workers' Compensation Insurance -The Contractor shall provide evidence satisfactory
	2051	+	to the
	2052	+	CO of Workers' Compensation insurance in accordance with the statutory
	2053	+	mandates
	2054	+	of the District of Columbia or the jurisdiction in which the contract is
	2055	+	performed.
	2056	+	Employer's Liability Insurance -The Contractor shall provide evidence satisfactory to
	2057	+	the
	2058	+	CO of employer's liability insurance as follows: $500,000 per accident for injury;
	2059	+	$500,000
	2060	+	per employee for disease; and $500,000 for policy disease limit.
	2061	+	-
	2062	+	All insurance required by paragraphs 1,2 and 3 shall include a waiver of subrogation
	2063	+	endorsement for the benefit
	2064	+	of the Government of the District of Columbia.
	2065	+	4. Cyber Liability Insurance -The Contractor shall provide evidence satisfactory to the
	2066	+	Contracting Officer
	2067	+	of Cyber Liability Insurance, with limits not less than $2,000,000
	2068	+	per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to
	2069	+	respond to the duties and obligations as is undertaken by Contractor in this agreement
	2070	+	and shall include, but not limited to, claims involving infringement
	2071	+	of intellectual
	2072	+	property, including but
	2073	+	not limited to infringement of copyright, trademark, trade dress,
	2074	+	invasion
	2075	+	of privacy violations, information theft, damage to or destruction of electronic
	2076	+	information, release
	2077	+	of private information, alteration of electronic infomrntion,
	2078	+	extortion and network security. The policy shall provide coverage for breach response
	2079	+	costs as well as regulatory fines and penalties as well as credit monitoring expenses
	2080	+	with limits sufficient to respond to these obligations. Limits
	2081	+	may not be shared with
	2082	+	other lines
	2083	+	of coverage. A copy of the cyber liability policy must be submitted to the
	2084	+	Office
	2085	+	of Risk Management (ORM) for compliance review.
	2086	+	5. Professional Liability Insurance (Errors & Omissions) - The Contractor shall provide
	2087	+	Professional Liability Insurance (Errors and Omissions) to cover liability resulting
	2088	+	20 from any error or omission in the performance of professional services under this
	2089	+	Contract. The policy shall provide limits
	2090	+	of $5,000,000 per claim or per occurrence for
	2091	+	each wrongful act and
	2092	+	$5,000,000 annual aggregate. The Contractor warrants that any
	2093	+	applicable retroactive date precedes the date the Contractor first performed any
	2094	+	professional services for the Government
	2095	+	of the District of Columbia and that
	2096	+	continuous coverage will be maintained or an extended reporting period will be
	2097	+	exercised for a period
	2098	+	of at least ten years after the completion of the professional
	2099	+	services. Limits
	2100	+	may not be shared with other lines of coverage.
	2101	+	6. Commercial Umbrella or Excess Liability -The Contractor shall provide evidence
	2102	+	satisfactory to the CO
	2103	+	of commercial umbrella or excess liability insurance with
	2104	+	minimum limits equal to the greater
	2105	+	of (i) the limits set forth in the Contractor's
	2106	+	umbrella or excess liability policy
	2107	+	or (ii) $5,000,000 per occurrence and $5,000,000 in
	2108	+	the annual aggregate, following the form and in excess
	2109	+	of all liability policies. All
	2110	+	liability coverages must be scheduled under the umbrella and/or excess policy. The
	2111	+	insurance required under this paragraph shall be written in a form that annually
	2112	+	reinstates all required limits. Coverage shall be primary to any insurance, self
	2113	+	insurance
	2114	+	or reinsurance maintained by the District and the "other insurance" provision
	2115	+	must be amended in accordance with this requirement and principles
	2116	+	of vertical
	2117	+	exhaustion.
	2118	+	C. PRIMARY AND NONCONTRIBUTORY INSURANCE
	2119	+	The insurance required herein shall be primary to and will not seek contribution from any
	2120	+	other insurance, reinsurance
	2121	+	or self-insurance including any deductible or retention,
	2122	+	maintained by the Government
	2123	+	of the District of Columbia.
	2124	+	D.
	2125	+	DURATION. The Contractor shall carry all required insurance until all contract work is
	2126	+	accepted by the District of Columbia and shall carry listed coverages for ten years for
	2127	+	construction projects following final acceptance
	2128	+	of the work performed under this contract
	2129	+	and two years for non-construction related contracts.
	2130	+	E. LIABILITY. These are the required minimum insurance requirements established by the
	2131	+	District
	2132	+	of Columbia. However, the required minimum insurance requirements provided
	2133	+	above will not in any
	2134	+	way limit the contractor's liability under this contract.
	2135	+	F.
	2136	+	CONTRACTOR'S PROPERTY. Contractor and subcontractors are solely responsible for
	2137	+	any loss
	2138	+	or damage to their personal property, including but not limited to tools and
	2139	+	equipment, scaffolding and temporary structures, rented machinery, or owned and leased
	2140	+	equipment. A waiver
	2141	+	of subrogation shall apply in favor of the District of Columbia.
	2142	+	G. MEASURE OF PAYMENT. The District shall not make any separate measure or payment
	2143	+	for the cost
	2144	+	of insurance and bonds. The Contractor shall include all of the costs of
	2145	+	insurance and bonds in the contract price.
	2146	+	H. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO shall
	2147	+	be given thirty (30) days prior written notice in the event
	2148	+	of coverage and / or limit
	2149	+	21 F.12
	2150	+	F.12.1
	2151	+	changes or if the policy is canceled prior to the expiration date shown on the certificate.
	2152	+	The Contractor shall provide the CO with ten (10) days prior written notice in the event
	2153	+	of
	2154	+	non-payment of premium. The Contractor will also provide the CO with an updated
	2155	+	Certificate
	2156	+	of Insurance should its insurance coverages renew during the contract.
	2157	+	I. CERTIFICATES OF INSURANCE. The Contractor shall submit certificates of insurance
	2158	+	giving evidence
	2159	+	of the required coverage as specified in this section prior to commencing
	2160	+	work. Certificates
	2161	+	of insurance must reference the corresponding contract number.
	2162	+	Evidence
	2163	+	of insurance shall be submitted to:
	2164	+	The Government of the District of Columbia
	2165	+	Health Benefit Exchange Authority
	2166	+	And mailed to the attention of:
	2167	+	Kenneth Wallington, Contracting Officer
	2168	+	1225 I Street,
	2169	+	NW 4
	2170	+	th
	2171	+	Floor Washington, DC 20005
	2172	+	(202) 741-0846
	2173	+	kenneth. wal 1 ington@dc.gov
	2174	+	The CO
	2175	+	may request and the Contractor shall promptly deliver updated certificates of
	2176	+	insurance, endorsements indicating the required coverages, and/ or certified copies of the
	2177	+	insurance policies.
	2178	+	If the insurance initially obtained by the Contractor expires prior to
	2179	+	completion
	2180	+	of the contract, renewal certificates of insurance and additional insured and
	2181	+	other endorsements shall be furnished to the CO prior to the date
	2182	+	of expiration of all such
	2183	+	initial insurance. For all coverage required to
	2184	+	be maintained after completion, an additional
	2185	+	certificate
	2186	+	of insurance evidencing such coverage shall be submitted to the CO on an annual
	2187	+	basis as the coverage is renewed (or replaced).
	2188	+	J. DISCLOSURE OF INFORMATION . The Contractor agrees that the District may disclose
	2189	+	the name and contact information
	2190	+	of its insurers to any third party which presents a claim
	2191	+	against the District for any damages or claims resulting from
	2192	+	or arising out of work
	2193	+	performed by the Contractor, its agents, employees, servants or subcontractors in the
	2194	+	performance
	2195	+	of this contract.
	2196	+	K. CARRIER RATINGS. All Contractor's and its subcontractors' insurance required in
	2197	+	connection with this contract shall be written by insurance companies with an A.M. Best
	2198	+	Insurance Guide rating
	2199	+	of at least A-VII ( or the equivalent by any other rating agency) and
	2200	+	licensed in the District.
	2201	+	ETHICAL OBLIGATIONS AND LEGAL CONFLICTS OF INTEREST
	2202	+	An attorney-client relationship will exist between the DCHBX and any attorney
	2203	+	who performs work under the Contract, as well as between the
	2204	+	DCHBX and the
	2205	+	finn
	2206	+	of any attorney who performs work under the Contract. The D.C. Rules of
	2207	+	Professional Conduct (RPC) and the ethical rules of any other jurisdiction in
	2208	+	which
	2209	+	work is performed are binding on the Contractor. The parties agree that
	2210	+	the
	2211	+	DCHBX may have a contractual cause of action based on violation of such
	2212	+	22 F.12.2
	2213	+	F.12.3
	2214	+	F.12.4
	2215	+	rules, in addition to any other remedies available.
	2216	+	In addition to the prohibitions contained in the RPC and the ethical rules of any
	2217	+	other jurisdiction in
	2218	+	which work is performed, the Contractor agrees that it shall
	2219	+	recognize that in the performance
	2220	+	of the Contract it may receive certain
	2221	+	information submitted to the
	2222	+	DCHBX government on a proprietary basis by third
	2223	+	parties, information
	2224	+	which relates to potential or actual claims against the
	2225	+	DCHBX or District government, or information which relates to matters in
	2226	+	dispute
	2227	+	or litigation. Unless the DCHBX consents to a particular disclosure, the
	2228	+	Contractor shall use such information exclusively in the performance
	2229	+	of the
	2230	+	Contract and shall forever hold inviolate and protect from disclosure all such
	2231	+	information, except disclosures required
	2232	+	by applicable law or court order. The
	2233	+	Contractor also agrees that, to the extent it is permitted to disclose such
	2234	+	information, it will
	2235	+	make such disclosures only to those individuals who need to
	2236	+	know such information in order to perform required tasks in their official capacity
	2237	+	and will restrict access to such information to such individuals.
	2238	+	Before any contractor can be retained to perform legal services under the
	2239	+	Contract, on
	2240	+	behalf of the DCHBX, the Attorney General for the District of
	2241	+	Columbia must review and waive all actual or potential direct and indirect
	2242	+	conflicts
	2243	+	of interest pursuant to RPC 1.6, 1.7, 1.8, 1.9 and 1.10. Contractor shall
	2244	+	provide the Attorney General with the following:
	2245	+	(1) a written statement that
	2246	+	there exists no Rule 1.7(a) direct conflict
	2247	+	of interest regarding the work to be
	2248	+	performed under the Contract; (2) a written description
	2249	+	of all actual or potential
	2250	+	conflicts
	2251	+	of interest regarding the work to be performed under the Contract that
	2252	+	require
	2253	+	waiver pursuant to Rule 1. 7(b) because the contractor represents another
	2254	+	client in a matter adverse to any
	2255	+	of the following: (i) the District government
	2256	+	agency
	2257	+	or instrumentality to be represented under the Contract; (ii) the District
	2258	+	government as a whole;
	2259	+	or (iii) any other agency or instrumentality of the District
	2260	+	government (for this purpose, under D.C. Bar Legal Ethics Committee Opinion
	2261	+	No. 268, a representation
	2262	+	of a private client against a discrete government agency
	2263	+	or instrumentality can have government-wide implications and thus constitute a
	2264	+	representation adverse to the government as a whole pursuant to the RPC); and
	2265	+	(3) a written description
	2266	+	of all representations of clients who are or will be
	2267	+	adverse to the District government with regard to the
	2268	+	work to be performed under
	2269	+	the Contract, whether
	2270	+	or not such representations are related to the matter for
	2271	+	which the
	2272	+	work is to be performed under the Contract.
	2273	+	The Attorney General generally does
	2274	+	not grant prospective conflict of interest
	2275	+	waivers, except in certain
	2276	+	pro bona matters. Thus, in addition to the prohibitions
	2277	+	contained in the
	2278	+	RPC and the ethical rules of any other jurisdiction in which work
	2279	+	is performed under the Contract, without the consent of the Attorney General, the
	2280	+	Contractor sha
	2281	+	ll not represent any party other than the District in any disputes,
	2282	+	negotiations, proceedings or litigation adverse to any agency
	2283	+	or instrumentality
	2284	+	of the District government or the District government as a whole, including, but
	2285	+	not limited to, matters related to the
	2286	+	work to be
	2287	+	23 F.12.5
	2288	+	F.11
	2289	+	performed under the Contract. The Contractor shall notify the Attorney General
	2290	+	immediately, in writing,
	2291	+	of any potential conflicts of interest (as defined in the
	2292	+	RPC) that arise during the period that the Contractor is
	2293	+	perfonning work under
	2294	+	the Contract. The Attorney General makes every attempt to be reasonable in
	2295	+	deciding whether
	2296	+	or not to consent to a conflict of interest and usually makes this
	2297	+	decision promptly after receiving notice and sufficient information regarding the
	2298	+	conflict.
	2299	+	If the Attorney General does not waive a conflict of interest, the
	2300	+	Contractor shall undertake immediate action to eliminate the source
	2301	+	of any such
	2302	+	conflict
	2303	+	of interest.
	2304	+	Before any contractor can be retained pursuant to the Contract, the Attorney
	2305	+	General for the District
	2306	+	of Columbia must review all actual, direct and potential
	2307	+	conflicts
	2308	+	of interest on behalf of the District government in light of
	2309	+	D.C. Bar Rules of Professional Conduct ("RPC") 1.6, 1. 7, 1.8, 1.9 and 1. 10.
	2310	+	Contractor shall provide the Attorney General with written notice
	2311	+	of all actual
	2312	+	or potential direct and indirect conflicts of interest in which the Contractor
	2313	+	represents (
	2314	+	or may represent) another client with interests adverse to the District
	2315	+	government agency to be represented as well
	2316	+	as against the District government
	2317	+	as a whole. For this purpose, under D.C.
	2318	+	Bar Legal Ethics Committee Opinion
	2319	+	No. 268, (http://app.ocp.dc.gov/ pdf/DCEB-2018-R-0001
	2320	+	ATTT2.pdf), a representation
	2321	+	of a private client against a discrete government
	2322	+	agency can have government-wide implications and thus qualify under the RPC
	2323	+	as being against the government as a whole, including the individual agency that
	2324	+	the private firm represents. In that situation, the private firm would be required
	2325	+	to notifythe Attorney General
	2326	+	of the existence of a conflict under RPC 1. 7 and
	2327	+	obtain consent to such representation and waiver
	2328	+	of the conflict. The Attorney
	2329	+	General makes every attempt to be reasonable in deciding whether or not to
	2330	+	consent to a conflict and usually makes this decision promptly after receiving
	2331	+	notice
	2332	+	of the conflict.
	2333	+	ATTACHMENTS
	2334	+	The following attachments are incorporated in this contract by reference:
	2335	+	Attachment A-Exchange Privacy and Security Compliance
	2336	+	Attachment B-Norton Rose Fulbright, Letter
	2337	+	of Engagement, dated 3/10/2023
	2338	+	Attachment G.1 -
	2339	+	HBX Standard Contract Provisions, as amended
	2340	+	F.11.1 Attachment A -Exchange Privacy and Security Compliance is hereby amended as
	2341	+	such:
	2342	+	1. Section C.1.d.i -In the Sentence "Contractor shall provide and/or assist HBX
	2343	+	with providing individuals with a simple and timely means to access and obtain
	2344	+	their PII in a readable
	2345	+	fonn and format." Delete "provide and/or".
	2346	+	2. Section F.8.d-This subsection
	2347	+	is deleted.
	2348	+	24 F.112 Attachment G.1 -HBX Standard Contract Provisions are hereby amended as such:
	2349	+	F.12
	2350	+	1. § 12. Freedom oflnformation Act is stricken.
	2351	+	3. § 13. Subcontracting Requirements are waived.
	2352	+	4. §
	2353	+	24 Insurance - The Insurance requirements in the SCP are replaced by the
	2354	+	Insurance requirements in the contract
	2355	+	document under section F. 11 Insurance.
	2356	+	5. § 28 Inspection
	2357	+	of Supplies provision is deleted.
	2358	+	6. § 29 Inspection of Services provision is deleted except for item (b ).
	2359	+	7. § 31 Default provision is deleted.
	2360	+	8. §32 Indemnification provision is stricken.
	2361	+	ORDER OF PRECEDENCE
	2362	+	A conflict in language shall be resolved by giving precedence to the document in the
	2363	+	highest
	2364	+	order of priority that contains language addressing the issue in question. The
	2365	+	following documents are incorporated into the contract
	2366	+	by reference and made a part of the
	2367	+	contract in the following order
	2368	+	of precedence:
	2369	+	(1) An applicable Court Order, if any
	2370	+	(2) Contract document
	2371	+	(3) Standard Contract Provisions
	2372	+	(4) Contract attachments other than the Standard Contract Provisions
	2373	+	( 5)
	2374	+	Norton Rose Fulbright, Letter of Engagement, dated 3/10/2023
	2375	+	25