UMC
1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 20032 -4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM
May 1, 2024
The Honorable Phil Mendelson
Chairman, Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, N.W.
Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Enclosed for consideration and approval by the Council of the District of Columbia is
Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital Corporation
and Morrison Management Specialists, Inc., Approval and Payment Authorization
Emergency Act of 2024, and Contract No. NFPHC-OPS-23-C-00059 between the Not-
for-Profit Hospital Corporation and Morrison Management Specialists, Inc. Approval and
Payment Authorization Emergency Declaration Resolution of 2024, for the provision of
Food and Nutrition Management services (“Contract”).
Council action is necessary to approve the proposed, definitized twelve (12) month
retroactive Contract base year in the amount of $1,527,560.00 (August 1, 2023 – July 31,
2024), which includes the initial seven (7) month base period letter contract in the
amount of $891,076.67 (August 1, 2023 – February 29, 2024). Please note that despite
the good faith and timely efforts of the parties, attempts to negotiate earlier drafts of the
letter contract (at 90 days and 180 days), were unsuccessful largely due to the hospital’s
looming wind down and eventual closure. Fluctuating patient and staff volumes, higher
vendor costs even for incumbents, and UMC’s fiscal limitations made service level and
associated cost determinations extremely difficult. Further exacerbating these issues and
delaying negotiations was the major leadership change Morrison experienced during this
period.
To account for these and other closure-related factors that will undoubtedly continue to
arise, the hospital is exploring the use of recommended contracting options, such as no-
cost modifications, or exercising more frequent modifications. In the meantime, Council
approval of this proposed Contract with Morrison is vital to avoid disruption to these
essential services.
DocuSign Envelope ID: C4250FE8-A46C-4AF2-9C6D-232C75C471B0 UMC
1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 20032 -4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM
As always, I am available to discuss any questions you may have regarding this
submittal. In order to facilitate a response to any questions you may have, please have
your staff contact me at (202) 574-6611. I look forward to a favorable consideration on
this contract.
Sincerely,
Jacqueline Payne-Borden
Chief Executive Officer
Not-for-Profit Hospital Corporation
Enclosure DocuSign Envelope ID: C4250FE8-A46C-4AF2-9C6D-232C75C471B0
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement
Pursuant to section 202(c-1) of the Procurement Practices Reform Act of 2010, as amended,
D.C. Official Code § 2- 352.02(c-1), the following contract summary is provided:
COUNCIL CONTRACT SUMMARY
(Retro)
(A) Contract Number: NFPHC -OPS-23-C-00059
Proposed Contractor: Morrison Management Specialists, Inc.
Contract Amount: Definitized: $1,527,560.00
Unit and Method of Compensation: Payments due monthly
Term of Contract: Definitized: August 1, 2023 to July 31, 2024
Type of Contract: Fixed Fee, with monthly reconciliation
Source Selection Method: Sole Source under 27 DCMR 4618
(B) For a contract containing option periods, the contract amount for the base period and
for each option period. If the contract amount for one or more of the option periods
differs from the amount for the base period, provide an explanation of the reason for
the difference:
- Base Period:
o Initial letter contract (7mo) : $891,076.67 ( August 1, 2023 to February 29, 2024)
o Definitized contract (12 mo): $1,527,560.00 (August 1, 2023 to July 31, 2024
- Option Year One
o $1,527,560.00 ( August 1, 2024 to July 31, 2025)
- Option Year Two * if needed
o $1,527,560.00 ( August 1, 2025 to July 31, 2026)
2
(C) The goods or services to be provided, the methods of delivering goods or services, and
any significant program changes reflected in the proposed contract:
The provision of Food and Nutrition Management services for a period from August 1, 2023
to July 31, 2024. The definitized contract include s UMC’s negotiated rates under the new
engagement.
(D) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance
components:
As the Hospital moves rapidly toward closure, it has been determined that sole sourcing to
incumbent vendors is the preferred approach to stabilizing critical services. Therefore, the
Hospital determined that remaining with Morrison Management Specialist, Inc. was the
most efficient way to ensure the continuation of essential food and nutrition management
services.
(E) A description of any bid protest related to the award of the contract, including
whether the protest was resolved through litigation, withdrawal of the protest by the
protestor, or voluntary corrective action by the District. Include the identity of the
protestor, the grounds alleged in the protest, and any deficiencies identified by the
District as a result of the protest:
There were no protests associated with this procurement.
(F) The background and qualifications of the proposed contractor, including its
organization, financial stability, personnel, and performance on past or current
government or private sector contracts with requirements similar to those of the
proposed contract:
Morrison Healthcare is part of Compass Group North America, the leading food and support
services company with over 280,000 associates and $20.1 billion in revenues in 2019.
Celebrating 25 years in North America, Compass Group is recognized as a premier
employer receiving honors for diversity & inclusion, innovation, health & wellness, and
company culture. With over 600,000 associates worldwide, its parent company, UK-based
Compass Group PLC had revenues of $32.2 billion USD in the fiscal year ended September
30, 2019.
(G) The period of performance associated with the proposed change, including date as of
which the proposed change is to be made effective:
August 1, 2023 to July 31, 2024, provided Council approves the contract.
(H) The value of any work or services performed pursuant to a proposed change for which
the Council has not provided approval, disaggregated by each proposed change if
more than one proposed change has been aggregated for Council review:
The Initial letter contract: $ 891,076.67
The Definitized contract: $ 268,816.96 3
(I) The aggregate dollar value of the proposed changes as compared with the amount of
the contract as awarded:
The aggregate value of the difference between the initial 7- month letter contract and the
proposed full 12- month definitized contract is $636,483.33.
(J) The date on which the contracting officer was notified of the proposed change:
September 10, 2023
(K) The reason why the proposed change was sent to Council for approval after it is
intended to take effect:
Once Morrison was identified as the preferred vendor, the parties sought to avoid a lapse in
these critical services by quickly executing an initial letter contract, as permitted under
UMC’s Procurement Rules (27 DCMR 4614(f)). Despite the good faith and timely efforts
of the parties, however, their attempts to negotiate earlier drafts of the letter contract (at 90
days and 180 days), were unsuccessful largely due to the hospital’s looming wind down and
eventual closure. The hospital’s fluctuating patient and staff volumes, higher vendor costs
even for incumbents, and continuing fiscal limitations made service level and associated
cost determinations extremely difficult. Further exacerbating these issues and delaying
negotiations was the major leadership change Morrison experienced during this period.
(L) The reason for the proposed change:
See Response to K
(M) The legal, regulatory, or contractual authority for the proposed change:
NFPHC Contracting Authority; NFPHC Establishment Act; Home Rule Act.
(N) A summary of the subcontracting plan required under section 2346 of the Small,
Local, and Disadvantaged Business Enterprise Development and Assistance Act of
2005, as amended, D.C. Official Code § 2- 218.01 et seq . (“Act”), including a
certification that the subcontracting plan meets the minimum requirements of the Act
and the dollar volume of the portion of the contract to be subcontracted, expressed
both in total dollars and as a percentage of the total contract amount:
UMC has worked diligently with DC Department of Small and Local Business
Development (DSLBD) to find local Vendors to provide these services. There wasn’t a
Certified Business Enterprise (CBE) that provides emergency department services. There
was not subcontracting plan due the critical need and highly specialized nature of the
services to be provided under this proposed Contract, so a subcontracting plan and waiver
were not obtained before the contract execution. (Per DSLBD, once a contract is exercised,
a waiver cannot be provided.) UMC continues to make best efforts to create and maintain
opportunities for small, local, and disadvantaged businesses at UMC across all areas of the 4
hospital and looks forward to working with the community and applicable agencies to
improve in this area.
(O) Performance standards and the expected outcome of the proposed contract:
The Contractor's performance will be monitored by the Not-for-Profit Hospital Corporation
CEO and Vice President of Operations. The performance standards are as outlined in the
proposed Contract and as required by applicable local, federal, industry, and licensing
entities.
(P) The amount and date of any expenditure of funds by the District pursuant to the
contract prior to its submission to the Council for approval:
The amount of funds expended under the Contract prior to submission is $891,076.67.
(Q) A certification that the proposed contract is within the appropriated budget authority
for the agency for the fiscal year and is consistent with the financial plan and budget
adopted in accordance with D.C. Official Code §§ 47- 392.01 and 47- 392.02:
See enclosed fiscal certification from the OCFO.
(R) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
See enclosed legal certification from UMC Counsel.
(S) A certification that Citywide Clean Hands database indicates that the proposed
contractor is current with its District taxes. If the Citywide Clean Hands Database
indicates that the proposed contractor is not current with its District taxes, either: (1) a
certification that the contractor has worked out and is current with a payment
schedule approved by the District; or (2) a certification that the contractor will be
current with its District taxes after the District recovers any outstanding debt as
provided under D.C. Official Code § 2-353.01(b):
See enclosed Clean Hands Certification.
(T) A certification from the proposed contractor that it is current with its federal taxes, or
has worked out and is current with a payment schedule approved by the federal
government:
The proposed contractor has certified its compliance.
(U) The status of the proposed contractor as a certified local, small, or disadvantaged
business enterprise as defined in the Small, Local, and Disadvantaged Business
Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code §
2-218.01 et seq .:
The Contractor is not certified as a local, small, or disadvantaged business enterprise.
5
(V) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
All relevant aspects of the proposed Contract are enclosed.
(W) A statement indicating whether the proposed contractor is currently debarred from
providing services or goods to the District or federal government, the dates of the
debarment, and the reasons for debarment:
As of March 20, 2024, the Contractor does not appear on the District or Federal Excluded
Parties List.
(X) Any determination and findings issues relating to the contract’s formation, including
any determination and findings made under D.C. Official Code § 2-352.05
(privatization contracts):
None.
(Y) Where the contract, and any amendments or modifications, if executed, will be made
available online:
The Hospital's website is currently being upgraded and the Hospital intends to post the
executed Contract as soon as possible. Until then, the contract remains available onsite.
(Z) Where the original solicitation, and any amendments or modifications, will be made
available online:
The Hospital's website is still being upgraded and the Hospital intends to post the executed
Contract as soon as possible. Until then, the Contract is available onsite.
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on behalf of the Not-for-Profit
Hospital Corporation
A BILL
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
19 To approve, on an emergency basis, Contract No. NFPHC-OPS-23-C-00059 between the
20 Not-for-Profit Hospital Corporation, commonly known
as United Medical Center
21 ("Hospital") and Morrison Management Specialists, Inc., to provide provision
22 Food and Nutrition Management services, and
to authorize payment for the
23 services received and to be received under the Contract.
24
25 BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA,
26 That this act may be cited
as the "Contract No. NFPHC-OPS-23-C-00059 between Not-
27 for-Profit Hospital Corporation and Morrison Management Specialists, Inc
., Approval
28 and Payment Authorization Emergency Act
of 2024".
29 Sec.
2. Pursuant to section 451 of the District of Columbia Home Rule Act, approved
30 December 24, 1973 (87 Stat. 803; D.C. Official
Code§ 1-204.51), and notwithstanding
31 the requirements of section 202 of the Procurement Practices Reform Act of 2010,
32 effective April
8, 2011 (D.C. Law 18-371; D.C. Official Code§ 2-352.02), the Council
33 approves Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital
34 Corporation and Morrison Management Specialists, Inc., for Food and Nutrition 2
Management services, and authorizes payment for the services received and to be 35
received under this Contract and payment in the amount of $1,527,560.00. 36
Sec. 3. Fiscal impact statement. 37
The Council adopts the fiscal impact statement of the Chief Financial Officer as the fiscal 38
impact statement required by section 4a of the General Legislative Procedures Act of 39
1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a). 40
Sec. 4. Effective date. 41
This act shall take effect following approval by the Mayor (or in the event of veto by the 42
Mayor, action by the Council to override the veto), and shall remain in effect for no 43
longer than 90 days, as provided for emergency acts of the Council of the District of 44
Columbia in section 412(a) of the District of Columbia Home Rule Act, approved 45
December 24, 1973 (87 Stat. 788; D.C. Official Code § 1- 204.12(a)). 46
47 1101 4
th
Street, SW
Washington, DC 20024
Date of Notice:February 12, 2024 L0010938268Notice Number:
FEIN: **-***5966
Case ID: 1837729
Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
MORRISON MANAGEMENT SPECIALISTS
4721 MORRISON DR STE 300
MOBILE AL 36609-3350
Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
Government of the District of Columbia
Office of the Chief Financial Officer
MEMORANDUM
To: Jacqueline Payne-Borden, Chief Executive Officer
CC: Kendrick Dandridge, Contracting Officer
From: Lilian Chukwuma, CFO – Not-for-Profit Hospital Corporation
Date: March 21, 2024
Re: Contract No. NFPHC -OPS-23-C-00059 between Not -for-Profit Hospital
Corporation and Morrison Management Specialists, Inc., Approval and Pa yment
Authorization Emergency Act of 2024
The Not-for-Profit Hospital Corporation (NFPHC) intends to contract with Morrison
Management Specialists, Inc., for the provision of Food and Nutrition Management services. The initial letter contract for seven (7) months (for period of August 1, 2023 to February 29, 2024) had a value of $891,076.67 and the proposed definitized contract has a total value of $1,527,560.00 for a 12- month period, August 1, 2023 to July 31, 2024.
The Office of the Chief Financial Officer hereby certifies that the funds are included in the NFPHC FY 2024 budget. UMC
1310 SOUTHERN AVENUE, SE WASHINGTON, D .C. 20032-4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM
NOT-FOR-PROFIT HOSPITAL CORPORATION
MEMORANDUM
To: Jacqueline Payne-Borden
Chief Executive Officer
CC: Kendrick Dandridge
Contracting Officer
From: Eric Goulet
General Counsel
Reference: Contract No. NFPHC -OPS-23-C-00059 between Not -for-Profit Hospital
Corporation and Morrison Management Specialists, Inc. , Approval and
Payment Authorization Emergency Act of 2024
Date: February 27, 2024
Subject: Legal Sufficiency
I have reviewed the above- referenced Contract No. NFPHC -OPS-23-C-00059 and the
seven-month letter contract between the Not-for-Profit Hospital Corporation, commonly
known as United Medical Center (“Hospital”), and Morrison Management Specialists,
Inc., for the provision of Food and Nutrition Management services.
I hereby certify that it appears to be legally sufficient. Please be advised that my finding
is premised on the Contracts being submitted to and approved by the Council of the
District of Columbia.
DocuSign Envelope ID: C479BAEA-D5F9-4183-8B73-498D079CBEC2 NOT-FOR-PROFIT HOSPITAL CORPORATION
1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
February 1, 2024
Morrison Management Specialists, Inc.
3761 Commerce Drive Suite 401
Baltimore, MD 212227
Subject: Letter Contract for Morrison Management Specialist
Contract No: NFPHC-OPS-23-C-00059
Dear Scott Anthony:
This is a letter contract between the Not-For-Profit Hospital Corporation commonly
known as United Medical Center (“Hospital”) and Morrison Management
Specialist (“Contractor”), wherein Contractor agrees to provide nutritional services set
forth in Attachment A during the period beginning on August 1, 2023 and ending seven (7)
months thereafter.
1. Payment for performance under this letter contract is based on the Price
Schedule set forth in Attachment B.
2. The Hospital intends to definitize this letter contract within seven (7) months
from August 1, 2023, at which time this letter contract shall merge with the definitized
contract. Before the expiration of the said seven (7) months period, the contracting officer
may authorize in writing an extension of the letter contract in order to have additional time
to definitize the letter contract. If the Hospital and the contractor are unable to definitize
this letter contract within seven (7) months of the Date of Award (defined as August 1, 2023
and ending seven (7) months thereafter) or any extensions thereof, this letter contract shall
expire. During the duration of this letter contract, the Hospital shall pay Contractor for
services performed under this letter contract in an amount not to exceed $891,076.67
(including fees and costs), based upon invoices rendered by the Contractor. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A NOT-FOR-PROFIT HOSPITAL CORPORATION
1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
3. The duration of the definitized contract sha ll be one (1) year with three
option years from the date of award of this letter contract. The amount of the letter contract
shall not exceed $891,076.67 (including fees and costs). Morrison has no contractual
obligation with the United Medical Center after the seven (7) months of this letter contract.
4. The Contractor acknowledges that the Hospital is not a party to any
agreement between the Contractor and the previous for-profit owners of the Hospital
facility, and that the Hospital does not assume and is not bound by any agreement between
the Contractor and the for-profit entity.
5. Contractor shall perform under this letter contract pursuant to the terms of
the following documents that are hereby incorporated by reference and made a part of this
letter contract, which in the event of a conflict shall be resolved by giving precedence in
the order of priority listed below:
a. This letter contract;
b. The Scope of Work - Subscription Agreement – Attachment A;
c. The Price Schedule – Attachment B;
d. Administration of Contract – Attachment C.
7. This letter contract shall be subject to the following:
(a) Appropriation of funds;
(b) Council Approval – The approval by the Council of the District of
Columbia, in accordance with D.C. Code, 2000 Ed. §2.301.05a, if this letter contract is of
a value in excess of one million dollars. However, if this letter contract is not in excess of
one million dollars, but the value of the subsequent definitized contract, (which includes
the value of this letter contract) is in excess of one million dollars, the definitized contract
must be approved by the Council in accordance with D.C. Code, 2000 Ed. §2- 301.05a. If
the Council disapproves the subsequent definitized contract, all performance under the
letter contract shall terminate and the liability of the Hospital shall be limited to the amount
set forth in provision 3, above, of the letter contract; DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A NOT-FOR-PROFIT HOSPITAL CORPORATION
1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
(c) Anti-deficiency Act – The Hospital’s obligations and responsibilities under
the terms of the Contract and the Contract Documents are and shall remain subject to the
provisions of (i) the federal Anti-Deficiency Act, 31 U.S.C. §§1341, 1342, 1349, 1350,
1351, (ii) the D.C. Code 47- 105, (iii) the District of Columbia Anti- Deficiency Act,
D.C. Code §§ 47- 355.01 – 355.08, as the foregoing statutes may be amended from time to
time, and (iv) Section 446 of the District of Columbia Home Rule Act.
(d) Contract Laws Applicable to the Hospital – District of Columbia Quick
Payment Act of 1984, as amended, D.C. Official Code sec. 2-221.01; Living Wage Act of
2006, as amended, D.C. Official Code sec. 2- 220.01; Small, Local, and Disadvantaged
Business Enterprise Development and Assistance Act of 2005, as amended, D.C. Official
Code sec. 2-218.01 and 2- 218.50; First Source Employment Agreement Act of 1984, as
amended, D.C. Official Code sec. 2-219.01; Service Contract Act, 41 U.S.C. 351(a); Heath
Insurance Portability and Accountability Act of 1996, P.L. 104- 191; the Privacy and
Security Rules codified at 45 C.F.R. Parts 160 and 154 and the Hospital Procurement
Regulations, 27 D.C. Mun.Regs. Tit. 27 § 4600, et seq.
CEO, Healthcare
Signatures:
Morrison Management Specialist, Inc.
Contractor
Date:
Name (printed) Tim Pierce Title:
NOT-FOR-PROFIT HOSPITAL CORPORATION
Contracting Officer
Name (printed)
Date:
DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6
2/5/2024 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A
2/12/2024
Kendrick Dandridge NOT-FOR-PROFIT HOSPITAL CORPORATION
1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
NFPHC USE ONLY:
Approved as to Legal Sufficiency:
General Counsel Date:
Name Printed: Eric Goulet
Certificate of Funds
I hereby certify funds are sufficiently included in the District’s FY 2023-2024 budgets
and financial plan to support this Contract.
Certification of Funds: Date:
Name Printed: Lilian Chukwuma
NFPHC Budget Officer Approval
CEO Approval DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A
2/7/2024
2/9/2024
2/9/2024 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202-574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
ATTACHMENT A
SCOPE OF WORK
B.1 Contractor Responsibilities - The Contractor shall, as an independent contractor to the
Hospital reporting to the Executive Vice President of Hospital Operations, perform Management
Services for the Food and Nutritional Services Program and Department ("Services") at the
Hospital:
(i) Cafeteria Meal Service Hours – Monday thru Friday
Continental Breakfast 8:00 AM - 10:00 AM
Grab-n-Go 10:00AM – 11:00AM
Lunch 11:00 AM - 3:00 PM
Saturday and Sunday – Closed
B.1.1 The Contractor Services shall include the provision of timely nutrition assessment,
counseling, nutrition education and diet instruction as ordered by the Hospital's medical staff
and/or as defined in the policies for the Hospital's Food and Nutrition Department (which policies
shall be mutually agreed upon by the parties). These clinical services shall meet the needs of the
Hospital's patients - including Hospital specialty units, outpatient area(s) and community events
as requested. Contractor shall provide nutrition services to Hospital patients of various
backgrounds, which affect nutritional preferences and habits.
B.1.2 The Contractor Services shall include nutrition and quality dietary intervention, in-patient
treatment. and quality meal service to patients, associates, visitors and guests.
B.1.3 The Contractor shall, via its management personnel, determine the specifications for and
order food and other supplies to be used in the Food and Nutritional Services Program and
Department at the Hospital. Contractor is entitled to utilize its national account or other vendor
systems. If vendors extend to the Contractor any credits or discounts, these shall be passed on to
the Hospital. If vendors extend to the Contractor any company- wide credits, fees or discounts.
including, without limitation, any early payment discounts, administrative fees or volume
discounts, the Contractor will be entitled to retain such credits, fees or discounts.
B.1.4 The Contractor shall be responsible for a Hospital and regulatory required minimum of
daily cleaning and multiple daily cleaning as necessary of:
(a) Department Kitchen- Walls, Floors, Equipment, Refrigerators and freezers
(b) Department Storage- Floors, Walls, Shelving
(c) Department Cafeteria - Serving line / Equipment, Serving line walls, Serving line floors
(kitchen side)
(d) Department Dining Area - Furniture & Equipment
(e) Department Floor Stations – Equipment DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202-574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
(f) Department Receiving Area for Food and Nutrition - Pick up and spot-mop
(g) Non-public and non/non- customer portion of the areas where the employees of the Food and
Nutritional Services Program and Department for the Hospital perform work
B.1.5 Contractor shall provide the Hospital with advice and recommendations with respect to
improvements that the Hospital can make to the food service retail areas at the facility and the
Hospital will have the sole discretion to determine what, if any, improvements will be made to
those food service retail areas.
B. l .6 The Contractor shall perform initial and ongoing training and education of Hospital Food
and Nutrition Staff to achieve the standards of quality as established in the Hospital's Food and
Nutrition Policy and Procedures manual and as determined by all regulatory agencies. Education
needs shall also be reported and suggestions as to achieving educational goals shall be identified
and reported on a monthly basis.
B.2 Contractor Deliverables -The Contractor shall deliver the following in accordance with
the below schedule:
PERFORMANCE METRICS
QUALITY
1. Provide monthly reports with mutually agreed upon metrics, targets and associated action plans. AH
metrics and performance targets shall be mutually agreed upon by the parties in writing within ninety (90)
days of the Effective Date.
2. Maintain timely required training and certification of all applicable staff (100%) for all mandatory sessions,
annual safety training, job-specific competencies, patient experience, and other hospital-required curricula.
Contractor will have thirty (30) days from date of discovery to cure any deficiencies with respect to trainings
or certifications.
3. Conduct employee performance evaluations (90-day and annual) within the required time frame, b) the
established hospital-determined due date.
4. Ensure ongoing compliance with accrediting body and regulatory agency requirements. Submit required
action plans and follow-up documentation within a commercially reasonable time frame established by the
hospital.
5.
EFFICIENCY
1. Ensure nutritional assessments are performed within 24 hours of a physician order, and when a Nurse
screening: triggers the need for an assessment.
2. Ensure complete and timely clinical dietary documentation in accordance with hospital policy,
accreditation body standards and regulatory agency requirements.
3.
4.
5. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202-574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
CUSTOMER
SATISFACTION
1. Conduct an internal customer satisfaction survey within 90 days of contract execution. All metrics and
performance targets shall be mutually agreed upon bv the parties in writing within ninety (90) davs of the
Effective Date
2. 100% compliance with hospital-wide customer service initiatives (e.g. Patient Experience Program
implementation initiatives)
3.
4.
5.
B.3 Hospital Responsibilities -The Hospital shall have the following responsibilities:
B.3.1 The Hospital shall be responsible for cleaning and maintenance of Food and Nutritional
Service areas and portions where there is public or customer access.
B.3.2 The Hospital shall, at no cost under this Contract, continue to provide, in consultation
with the Contractor but at levels that are solely determined by the Hospital, sufficient numbers of
Hospital employees to support the Food and Nutrition Services at the Hospital and all such
employee and employee-related costs shall be paid for by the Hospital separate from this
Contract.
B.3.3 The Hospital shall allow the Contractor use of the dietary areas of the Hospital and
agrees to maintain these areas and all items furnished for this program in good, clean, sanitary
and working condition in accordance with applicable law, and make all repairs or replacements to
the facility and these areas at the Hospital's expense as required (and paid for via Purchase order
separate from this Contract), except that the Contractor shall be responsible for any damage
caused to the same if due to the negligence of a Contractor. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202-574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
ATTACHMENT B
PRICE SCHEDULE
Contract
Line
Item No.
(CLIN)
Item Description Monthly
Pre-Bill
Amount
7 Month Not
to Exceed
Amount
0001
Management Services Fee: calculated using the Not-to-
Exceed (“NTE”) amounts from the below-listed categories
assuming food service with the mutual agreement that
although the Contractor shall collect and deposit all
revenue from retail sales locations operated by Contractor
(e.g. cafeteria), the Contractor shall provide a monthly
credit to the Hospital. The amount of the credit will be
total sales revenues less
applicable sales taxes Contractor is required to remit in connection with those
sales)
LABOR – guarantee of 5 FTEs (Contractor employees) – ESTIMATED AT
$299,756.92
1 Director - Salary/benefits estimated at $82,552.17
2 Dietitians - Salary/benefits estimated at $112,623.58
1 Patient Manager - Salary/benefits estimated at $36,225.00
1 Chef - Salary/benefits estimated at $68,356.17
FOOD – ESTIMATED AT $283,873.92
Patient Trays - estimated at $105,922.83
Nourishments - estimated at $1, 513.75
Floor Stocks - estimated at $35,826.00
Supplements - estimated at $10,932.83
Café/retail - estimated at $86,627.33
Free meals - estimated at $0
Requisitions - estimated at $37,217.83
Catering - estimated at $5,833.33
DIRECT COSTS - ESTIMATED AT $125,445.83
Includes: office supplies; in-service training materials/supplies; employee
physicals, testing and background checks for Contractor employees; laundry;
cleaning/dishwashing supplies; kitchen paper/plastic;
marketing/merchandising materials; patient education materials; Contractor
business licenses/permits (exclusive of licenses related to the service of
alcohol); computer hardware/print paper for computers supplied by
Contractor; small wares and tableware’s replacements; postage; uniforms;
armored car services; bank charges (including credit card fees and debit card
fees); dues and subscriptions for Contractor employees; and sanitation audit
fees.
$110,630.00 $774,410.00 DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202-574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
CORPORATE SUPPORT – FIXED FEE AT $65,333.33
Support from the Contractor’s corporate personnel, including but not limited
to the District Manager, Regional Vice President, Regional Dietitian and
Customer Experience Manager support, as well as IT support for POS system
implemented by Morrison and e Finance system.
0002
OTHER ALLOWABLE CHARGES
Late Fees - NTE 1% of amounts not paid within 45 days of invoice receipt N/A
0003
LIMITATION OF LIABILITY N/A $116,666.67
TOTAL AMOUNT $891,076.67 DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
0032- 4623 • 202-574-6000 • WWW.UNITED- MC
EDICALCENTER.COM
ATTACHMENT C
The person designated to be responsible for the general administration of this contract shall be:
NAME: Tonia Johnson
TITLE: VP of Operations
PHONE: 202-574-6000
EMAIL: TJohnson@United-MedicalCenter.com
This person shall have the authority to:
- advise the Contracting Officer as to the Contractor’s compliance or noncompliance with
this contract
- review the Contractor’s invoices to ensure performance is consistent with this contract
- certify that goods and services have been received satisfactorily
This person shall not have the authority to:
- award, agree to, or sign any delivery order or task order associated with this contract
- make modifications to this contract
- grant deviations from or waive any of the terms and conditions of this contract
- increase the dollar limit of this contract
- authorize work beyond the dollar limit or stated scope of this contract,
- authorize the expenditure of funds by the Contractor in connection with this contract
- change the period of performance of this contract DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A NOT-FOR-PROFIT HOSPITAL CORPORATION Page 1
NOT-FOR-PROFIT HOSPITAL CORPORATION,
commonly known as United Medical Center,
an instrumentality of the District of Columbia government,
hereinafter known as the “Hospital”.
CONTRACT
Page 1 of 19
1. Contract Number:
NFPHC-OPS-23-C-00059
2.Address
Not-For-Profit Hospital
Corporation Accounts Payable
1310 Southern Avenue,
S.E. Washington, D.C.
20032
3a. Effective Date: See 11C 4a. Requisition/Purchase Order/Task Order.
4b. Department(s) Using Goods or Services: Operations, Food Services
3b. Date work begins if different from
Effective Date: 8/1/2023
3c. Date of Council Approval:
TBD
5. Contractor:
Morrison Management Specialist, Inc.
3761 Commerce Drive, Suite 401
Baltimore, MD 21227
Attn: Scott Anthony
Phone: 717-571-8859
Email: Scott.Anthony@compass-usa.com
6.Subject:
This definitized 12-month Contract is for the management of the Food and Nutrition
program
at the Hospital and includes the initial 7-month letter contract, which was
executed
on February 12, 2024
.
- Letter contract: August 1, 2023 - February 29, 2024; $891, 076.67
- Definitized contract: August 1, 2023 - July 31,
2024; $1,527,560.00
7. Base Year Fu
nding Request: $1,527,560.00 (Total 12-month value)
8. Number of Option Years: 3
9
.
Section Description Section Description
I “Contract Specifications”
Part A. Price Schedule
Part B. Scope of Work
Part C. Period of Performance
Part D. Administration
.
II “Contract Terms and Conditions”
Part E. General Provisions
Part F. Special Contract Requirements
III “Technical Proposals” (if applicable)
Part G. Technical Proposal
10.CONTRACTOR
By: Authorized Contractor Representative
11.NOT-FOR-PROFIT HOSPITAL CORPORATION
By: Authorized Contracting Officer
10A. Name and Title: (Type or print):
Tim Pierce, Chief Executive Officer,
Healthcare
11A. Name of Contracting Officer: Kendrick Dandridge, Contracting Officer
10B. Signature: 10C. Date Signed 11B. Signature 11C. Date Signed
12.GENERAL COUNSEL – LEGAL SUFFICIENCY
This contract appears legally sufficient. Please be advised that my finding is premised on the Contract receiving any and all requisite approvals. In additions, the Hospital
continues to work with other District agencies to determine the most effective manner for all involved to achieve their respective legislative mandates while the Hospital strives
to meet: (i) its Establishment Act purposes (D.C Official Code §44- 95 I.02(b)): (ii) the Hospital Board of Directors approved Strategic Plan (all thirteen Councilmembers
introduced the Sense of the Council Not-for-Profit Hospital Corporation Transformation and Sustainability Resolution of 2014 (PRO- 731)), which expressed the desire that the
Hospital move swiftly to implement the strategic plan); and (iii) its clarified District government charged legislative mandate in the Fiscal Year 2015 Budget Support Emergency
Act of 2014 (B20-849), which required the Hospital move forward expeditiously with improving UMC operations and soliciting proposals for private sector takeover of the
ownership and management of the United Medical Center.
Approved as to Legal Sufficiency: Date:
Eric Goulet, NFPHC General Counsel
13.CFO – CERTIFICATION OF FUNDS
Certification of Funds: Date:
Lilian Chukwuma, NFPHC Chief Financial Officer
I hereby certify funds are sufficiently included in the District’s FY2023
& FY2024 budget and financial plan to support this Contract.
FOR INTERNAL PURPOSES
ONLY
OCFO REVIEW APPROVAL: NFPHC Budget Officer CEO REVIEW APPROVAL: NFPHC Chief Executive Officer DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6
2/5/2024 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF
2/7/2024
2/9/2024
2/9/2024 NOT-FOR-PROFIT HOSPITAL CORPORATION Page 2
SECTION I
Contract Specifications
Part A. PRICE SCHEDULE
Part B. SCOPE OF WORK
Part C. PERIOD OF PERFORMANCE
Part D. ADMINISTRATION DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 3
PART A: PRICE SCHEDULE
A.1 Base Year (prorated for five (5) months)
Contract Line
Item No. (CLIN)
Item Description
Monthly Pre-
Bill
Amount
5-month
Contract Not to
Exceed Amount DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 4
001
Management Services Fee: calculated
using the Not-to-Exceed (“NTE”)
amounts from the below- listed categories
assuming food service with the mutual
agreement that although the Contractor
shall collect and deposit all revenue from
retail sales locations operated by
Contractor (e.g. cafeteria), the Contractor
shall provide a monthly credit to the
Hospital. The amount of the credit will be
total sales revenues less applicable sales
taxes Contractor is required to remit in
connection with those sales)
LABOR – guarantee of 5 FTEs
(Contractor employees) –
ESTIMATED AT
$214,112.08
1 Director - Salary/benefits
estimated at $58,965.83
2 Dietitians - Salary/benefits
estimated at $80,445.42
1 Patient Manager -
Salary/benefits estimated at
$25,875.00
1 Chef - Salary/benefits estimated
at $48,825.83
FOOD – ESTIMATED AT $202,767.08
Patient Trays - estimated at $75,659.17
Nourishments - estimated at $1,081.25
Floor Stocks - estimated at $25,590.00
Supplements - estimated at $7,809.17
Café/retail - estimated at $61,876.67 Free
meals - estimated at $0 Requisitions -
estimated at $26,584.17 Catering -
estimated at $4,166.67
DIRECT COSTS - ESTIMATED AT
$89,604.17
Includes: office supplies; in-service
training materials/supplies; employee
physicals, testing and background checks
for Contractor employees; laundry;
cleaning/dishwashing supplies; kitchen
paper/plastic;
marketing/merchandising materials;
$110,630.00 $553,150.00 DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 5
patient education materials; Contractor
business licenses/permits (exclusive of
licenses related to the service of
alcohol); computer hardware/print
paper for computers supplied by
Contractor; small wares and tableware’s
replacements; postage; uniforms;
armored car services; bank charges
(including credit card fees and debit
card fees); dues and subscriptions for
Contractor employees; and sanitation
audit fees.
CORPORATE SUPPORT – FIXED
FEE AT $46,666.67
Support from the Contractor’s corporate
personnel, including but not limited to
the District Manager, Regional Vice President, Regional
Dietitian and Customer Experience
Manager support, as well as IT
support for POS system implemented by
Morrison and e Finance
system.
0002
OTHER ALLOWABLE CHARGES
Late Fees - NTE 1% of amounts not paid
within 45 days of invoice
receipt
0003
LIMITATION OF LIABILITY
$83,333.33
TOTAL NOT TO EXCEED AMOUNT: $636,483.33
PART B: SCOPE OF WORK
B.1 The Contractor shall, as an independent contractor to the Hospital reporting to the Executive Vice
President of Hospital Operations, perform Management Services for the Food and Nutritional Services
Program and Department ("Services") at the Hospital:
(i) Cafeteria Meal Service Hours – Monday thru Friday
Breakfast 8:00AM -10:00AM
Grab-n-Go 10:00AM – 11:00AM
Lunch 11:00AM - 3:00PM
Saturday and Sunday – Closed
B.1.1 The Contractor Services shall include the provision of timely nutrition assessment,
counseling, nutrition education and diet instruction as ordered by the Hospital's medical staff and/or as defined
in the policies for the Hospital's Food and Nutrition Department (which policies shall be mutually agreed upon
by the parties). These clinical services shall meet the needs of the Hospital's patients – including Hospital
specialty units, outpatient area(s) and community events as requested. Contractor shall provide nutrition DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 6
services to Hospital patients of various backgrounds, which affect nutritional preferences and habits.
B.1.2 The Contractor Services shall include nutrition and quality dietary intervention, in-
patient treatment. and quality meal service to patients, associates, visitors and guests.
B.1.3 The Contractor shall, via its management personnel, determine the specifications for and
order food and other supplies to be used in the Food and Nutritional Services Program and Department at the
Hospital. Contractor is entitled to utilize its national account or other vendor systems. If vendors extend to the
Contractor any credits or discounts, these shall be passed on to the Hospital. If vendors extend to the Contractor
any company- wide credits, fees or discounts including, without limitation, any early payment discounts,
contractor will be entitled to retain such credits, fees or
discounts.
B.1.4 The Contractor shall be responsible for a Hospital and regulatory r um of daily cleaning and
multiple daily cleaning as necessary of:
(a) Department Kitchen- Walls, Floors, Equipment, Refrigerators and freezers
(b) Department Storage – Floors, Walls, Shelving
(c) Department Cafeteria - Serving line / Equipment, serving line walls, serving line floors (kitchen
side)
(d) Department Dining Area - Furniture & Equipment
(e) Department Floor Stations – Equipment
(f) Department Receiving Area for Food and Nutrition - Pick up and spot-mop
(g) Non-public and non/non- customer portion of the areas where the employ Food and
Nutritional Services Program and Department for the Hospital perform work
B.1.5 Contractor shall provide the Hospital with advice and recommendations with respect to
improvements that the Hospital can make to the food service retail areas at the facility and the Hospital will
have sole discretion to determine what, if any, improvements will be made to those food service retail
areas.
B.1.6 The Contractor shall perform initial and ongoing training and education of Hospital Food
and Nutrition Staff to achieve the standards of quality as established in the Hospital's Food and
Nutrition Policy and Procedures manual and as determined by all regulatory agencies. Education needs
shall also be reported and suggestions as to achieving educational goals shall be identified and reported
on a monthly basis.
B.2 The Contractor shall deliver the following in accordance with the below performance metrics:
PERFORMANCE METRICS
QUALITY
1. Provide monthly reports with mutually agreed upon metrics, targets and associated action
plans. AH metrics and performance targets shall be mutually agreed upon by the parties
in writing within ninety (90) days of the Effective Date.
2. Maintain timely required training and certification of all applicable staff (100%) for
all mandatory sessions, annual safety training, job -specific competencies, patient
experience, and other hospital-required curricula. Contractor will have thirty (30)
days from date of discovery to cure any deficiencies with respect to trainings or
certifications. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 7
3. Conduct employee performance evaluations (90-day and annual) within the required time
frame, b) the established hospital-determined due date.
4. Ensure ongoing compliance with accrediting body and regulatory agency requirements.
Submit required action plans and follow -up documentation within a commercially
reasonable time frame established by the hospital.
EFFICIENCY
1. Ensure nutritional assessments are performed within 24 hours of a physician order,
and when a Nurse screening: triggers the need for an assessment.
2. Ensure complete and timely clinical dietary documentation in accordance with
hospital policy, accreditation body standards and regulatory agency requirements.
CUSTOMER
SATISFACTION
1. Conduct an internal customer satisfaction survey within 90 days of contract execution.
All metrics and performance targets shall be mutually agreed upon bv the parties in
writing within ninety (90) days of the Effective Date
2. 100% compliance with hospital-wide customer service initiatives (e.g. Patient Experience
Program implementation initiatives)
B.2 Hospital Responsibilities -The Hospital shall have the following responsibilities:
B.3.1 The Hospital shall be responsible for cleaning and maintenance of Food and Nutritional
Service areas and portions where there is public or customer access.
B.3.2 The Hospital shall, at no cost under this Contract, continue to provide, in consultation with the
Contractor but at levels that are solely determined by the Hospital, sufficient numbers of Hospital employees to
support the Food and Nutrition Services at the Hospital and all such employee and employee-related costs shall
be paid for by the Hospital separate from this Contract.
B.3.3 The Hospital shall allow the Contractor use of the dietary areas of the Hospital and agrees to
maintain these areas and all items furnished for this program in good, clean, sanitary and working condition in
accordance with applicable law, and make all repairs or replacements to the facility and these areas at the
Hospital's expense as required (and paid for via Purchase order separate from this Contract), except that the
Contractor shall be responsible for any damage caused to the same if due to the negligence of a Contractor.
PART C: PERIOD OF PERFORMANCE
C.1 The term of the Definitized Contract shall be for a period of one year (August 1, 2023 - July 31, 2024) .
C.2 The total duration of this Contract, including the exercise of any option three (3) periods, shall not
exceed four (4) years from the Effective Date. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 8
PART D: CONTRACT ADMINISTRATION
D.1 The Contracting Officer for this Contract is:
Kendrick Dandridge
Contracting Officer
1310 Southern Avenue, SE
Washington, DC 20032
Telephone: 202-574-6000
Email: kdandridge@united-medicalcenter.com
D.2 The Contracting Officer’s Technical Representative (COTR) for this Contract is:
Tonia Johnson
Vice President of Operations
1310 Southern Avenue, SE
Washington, DC 20032
Telephone: 202-574-6000
Email: tjohnson@united -medicalcenter.com DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 9
SECTION II
CONTRACT TERMS
and CONDITIONS
Part E. GENERAL PROVISIONS
Part F. SPECIAL CONTRACT REQUIREMENTS DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 10
PART E: GENERAL PROVISIONS
E.1 GOVERNING LAW
This Contract, and any disputes arising out of or related to this Contract, shall be governed by, and
construed in accordance with, the laws of the District of Columbia, (without regard to its conflicts of
laws principles), except where federal law applies.
E.2 RESTRICTIONS ON HOSPITAL
This Contract in no way restricts the Hospital from participating in similar activities with other public
or private agencies, organizations, or individuals.
E.3 ENTIRE AGREEMENT
This Contract, including all attachments incorporated by reference, constitutes the entire understanding
and agreement of the parties as to those matters contained in it. No other oral or written understanding
shall be of any force or effect with respect to the subject matters contained herein or any of the terms
and provisions herein, unless attached to this Contract as an exhibit or set forth in a subsequent
amendment. The Contractor has not entered into this Contract in reliance on any promises, assurances,
agreements or commitments by Hospital other than those specifically set forth in this Contract.
E.4 SEVERABILITY
Should any provision of this Contract be held to be void, invalid, unenforceable or illegal by a court of
competent jurisdiction, the validity and enforceability of the other provisions will not be affected
thereby.
E.5 HEADINGS
The headings and captions contained in this Contract are inserted for convenience only and do not
constitute a part of this Contract.
E.6 NON-DISCRIMINATION
The Hospital and the Contractor agree to make no distinction for services covered by this Contract on
the basis of actual or perceived: race, color, religion, national origin, sex, age, marital status, personal
appearance, sexual orientation, gender identity or expression, familial status, family responsibilities,
matriculation, political affiliation, genetic information, disability, source of income, or place of
residence or business. (District of Columbia Human Rights Act, approved December 13, 1977, as
amended (D. C. Law 2- 38; D. C. Code §2- 1402.11)
E.7 WAIVER
Any waiver of any provision hereof shall not be effective unless expressly made in writing and
executed by the party to be charged. The failure of the Hospital or the Contractor to insist on
performance of any term or condition of this Contract shall not be construed as a waiver or
relinquishment of any rights granted hereunder or of the further performance of any such term,
covenant or condition, and the obligations of the Hospital and the Contractor with respect thereto shall
continue in full force and effect.
E.8 CONFIDENTIALITY
The parties shall at all times keep the terms of this Contract, the subject matter and existence thereof
and the transactions contemplated hereby and any documents received from each other party in
connection with the transaction confidential, except to the extent necessary: (a) to comply with
applicable law, (b) in connection with a judicial proceeding; or (c) to carry out that party’sobligations
set forth in this Contract. Any permitted disclosure to third parties shall indicate that the information
is confidential and shall be so treated by the third party. This section shall not preclude the parties DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 11
from providing copies of this Contract to their respective attorneys, financial advisors and tax advisors.
This provision shall survive the termination of this Contract.
E.9 COUNTERPARTS
This Contract may be executed in multiple counterparts, each of which shall be deemed an original,
and counterpart signature pages may be assembled to form a single original document.
E.10 ASSIGNMENT AND DELEGATION
The Contractor shall not assign its/his or her rights under this Contract or assign or delegate its/his or
her duties under this Contract without the Hospital’s prior written approval.
E.11 TAX MATTERS
The Hospital is exempt from and will not pay Federal Excise Tax, Transpiration Tax, and District of
Columbia Sales and Use Taxes. The Contractor shall be responsible for discovering and resolving its
own tax matters arising from this Contract.
E.12 AUTHORITY AND EXECUTION
By its/his or her signature, each of the persons signing this Contract represent that they have the
authority to execute this Contract and do hereby bind the party on whose behalf its/his or her execution
is made. Each Party represents that it is represented by counsel or had the opportunity to confer with
counsel about this Contract.
E.13 NO THIRD PARTY BENEFICIARIES
This Contract is intended exclusively for the benefit of the parties hereto, and is not intended to and
does not confer upon any third party any right, remedy or cause of action. All rights, remedies or
causes of action arising under this Contract shall be exercised exclusively by the parties hereto.
E.14 EXCLUSION FROM FEDERAL HEALTH CARE PROGRAMS
The Contractor represents and warrants that it has not been nor is about to be excluded from
participation in any Federal Healthcare Program. The Contractor agrees to notify Hospital within five
(5) business day of its/his or her receipt of a notice of intent to exclude or actual notice of exclusion
from any such program. The listing of the Contractor on the Office of Inspector General’s exclusion
list (OIG website) or the General Services Administration’s Lists of Parties Excluded from Federal
Procurement and Nonprocurement Programs (GSA website) for excluded individuals and entities shall
constitute “exclusion” for purposes of this paragraph. In the event that the Contractor is excluded from
any Federal Healthcare Program, this Contract shall immediately terminate. For the purposes of this
paragraph, the term “Federal Healthcare Program” means the Medicare program, the Medicaid
program, the Maternal and Child Health Services Block Grant program, the Block Grants for State for
Social Services program, any state Children’s Health Insurance program, or any similar program.
Further, the Contractor agrees to indemnify and hold the Hospital harmless from and against any loss,
liability, judgment, penalty, fine, damages (including punitive and/or compounded damages), costs
(including reasonable attorneys’ fees and expenses) incurred by the Hospital as a result of the
Contractor’s failure to notify the Hospital of the Contractor’s exclusion from any Federal Healthcare
Program.
E.15 INDEPENDENT CONTRACTOR RELATIONSHIP
The Contractor shall be an independent contractor of the Hospital during the term of this Contract and
not an employee or agent. The Contractor is not eligible for Hospital employee benefit plans and must
obtain and maintain benefit plans on its/his or her own behalf. The Contractor is not permitted or authorized to make any purchases or incur any liabilities on behalf of the Hospital, or otherwise to
obligate the Hospital in any way. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 12
E.16 QUALITY AND WARRANTIES
E.16.1 Contractor’s workmanship shall be of the highest grade, and all materials provided under
this Contract shall be new, of the best quality and grade, and suitable in every respect for the
purpose intended.
E.16.2 Contractor warrants and covenants that all Goods and Services delivered: (i) do and will
conform with this Contract and all specifications; (ii) are and will be free from defects in
materials, workmanship and design; (iii) are and will be free from liens, restrictions,
reservations, security interests or encumbrances; (iv) are and will be suitable for, and perform
in accordance with, the particular purposes (A) for which they were purchased by Hospital and
(B) for which they were designed, manufactured or constructed; (v) do and will perform and
process date arithmetic and date/time data in a consistent and accurate manner, accepting and
responding to two- digit year-date input, correcting or supplementing as necessary, and in a
manner that is unambiguous as to century; (vi) do and will, to the extent Goods will be or are
used in combination with other Hospital software, hardware or firmware, properly interoperate
with the software, hardware or firmware, including, without limitation, the exchange of
date/time data; and (vii) with respect to Services only, will be provided by individuals that
have the expertise, skills, training and professional education to perform the Services in a
professional manner. Contractor will provide Hospital with the manufacturer’s new product
warranty, as applicable upon delivery of all goods.
E.16.3 Contractor will, at Hospital’s request and without additional expense to Hospital, promptly
correct defects or replace non-conforming Goods. If Contractor does not promptly correct
defects or replace non-conforming Goods, Hospital, after written notice to Contractor, may
make corrections or replace Goods and charge Contractor for the cost incurred.
E.16.4 Contractor warrants that neither Goods nor Services, nor Hospital’s use of Goods or Services,
will constitute an infringement of any patent, copyright, trademark, service mark, intellectual
property right or the misappropriation of any trade secret or the violation of a right of publicity
or a nondisclosure obligation.
E.16.5 Contractor warrants that Goods and Services requiring the use of any software or data provided
on a network or stand- alone desktop computer will not contain any software viruses or other
malicious computer instructions, devices or techniques that can or were designed to threaten,
infect, damage, disable or shut down a computer system or any component of a computer
system, including its security or user data. At Hospital’s request, Contractor will provide a
master copy of any software necessary to operate the Goods or Services in object code format
for comparison and correction.
E.17 LIMITATIONS ON LIABILITY
Hospital shall not be liable for special, indirect, consequential (including, but not
limited to, lost profits), exemplary or punitive damages arising out of or relating to this Contract.
Hospital’s liability for any claim of any kind arising out of or relating to this Contract will not exceed
the price of the goods or services giving rise to the claim.
E.18 INSPECTION OF SUPPLIES
E.18.1 Definition. “Supplies,” as used in this clause, includes, but is not limited to raw materials,
components, intermediate assemblies, end products, and lots of supplies. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 13
E.18.2 The Contractor shall be responsible for the materials or supplies covered by this contract until
they are delivered at the designated point. Upon the Contractor’s failure to cure within ten(10)
days after date of notification, the Hospital may return the rejected materials or supplies to the
Contractor at the Contractor’s risk and expense.
E.18.3 The Hospital has the right either to reject or to require correction of nonconforming supplies.
Supplies are nonconforming when they are defective in material or workmanship or otherwise
not in conformity with contract requirements. The Hospital may reject nonconforming supplies
with or without disposition instructions.
E.18.4 The Contractor shall bear all risk on rejected materials or supplies after notification of rejection.
The Contractor shall remove supplies rejected or required to be corrected. However, the
Contracting Officer may require or permit correction in place, promptly after notice, by and at
the expense of the Contractor. The Contractor shall not tender for acceptance corrected or
rejected supplies without disclosing the former rejection or requirement for correction, and
when required, shall disclose the corrective action taken.
E.18.5 If the Contractor fails to remove, replace, or correct rejected supplies that are required to be
replaced or corrected within ten (10) days, the Hospital may either (1) by contract or otherwise,
remove, replace or correct the supplies and charge the cost to the Contractor or (2) terminate
the contract for default. Unless the Contractor corrects or replaces the supplies within the
delivery schedule, the Contracting Officer may require their delivery and make an equitable
price reduction. Failure to agree to a price reduction shall be a dispute.
E.19 INSPECTION OF SERVICES
E.19.1 Definition. “Services” as used in this clause includes services performed, workmanship, and
material furnished or utilized in the performance of services.
E.19.2 The Contractor shall provide and maintain an inspection system acceptable to the Hospital
covering the services under this contract. Complete records of all inspection work performed by
the Contractor shall be maintained and made available to the Hospital during contract
performance and for as long afterwards as the contract requires. The Hospital has the right to
inspect and test all services called for by the contract, to the extent practicable at all times and
places during the term of the contract. The Hospital will perform inspections and tests in a
manner that will not unduly delay the work.
E.19.3 If the Hospital performs inspections or tests on the premises of the Contractor or subcontractor,
the Contractor shall furnish, without additional charge, all reasonable facilities and assistance
for the safety and convenient performance of these duties. If any of the services do not conform
to the contract requirements, the Hospital may require the Contractor to perform these services
again in conformity with contract requirements, at no increase in contract amount. When the
defects in services cannot be corrected by performance, the Hospital may require the Contractor
to take necessary action to ensure that future performance conforms to contract requirements
and reduce the contract price to reflect value of services performed.
E19.4 If the Contractor fails to promptly perform the services again or take the necessary action to
ensure future performance in conformity to contract requirements, the Hospital may (1) by
contract or otherwise, perform the services and charge the Contractor any cost incurred by the
Hospital that is directly related to the performance of such services, or (2) terminate the
contract for default. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 14
E.20 NOTICE OF CLAIMS
E.20.1 The Hospital and the Contractor shall promptly inform the other of any information related to
this Contract, which could reasonably lead to a claim, demand or liability of or against the
Hospital or the Contractor by any third party.
E.20.2 An action other than an action for medical negligence or malpractice may not be maintained
against the Corporation for unliquidated damages to persons or property unless, within 6
months after the injury or damage was sustained, the claimant, his agent, or attorney has given
notice in writing to the CEO of the approximate time, place, cause, and circumstances of the
injury or damage. (D.C. Code §951.14(d))
E.20.3 The District of Columbia and its officers and employees shall not be liable for and may not be
made a party to any lawsuits or claims arising from the operation of the Corporation. (D.C.
Code §951.14(e))
E.21 INSURANCE
E.21.1 Contractor shall maintain general liability policies as appropriate, but not less than One
Million Dollars ($1,000,000.00) per occurrence, with excess coverage in an amount not less
than Three Million Dollars ($3,000,000.00) to cover claims in the aggregate.
E.21.2 Contractor shall maintain workers’ compensation insurance as prescribed by law and
employer’s liability insurance in an amount of not less than $100,000.00.
E.21.2 Contractor shall maintain unemployment insurance to the full extent required by
statute.
E.21.3 Contractor shall maintain automobile liability in an amount of at least One Million
Dollars ($1,000,000.00) combined single limit.
E.21.4 All such policies of insurance shall be written by companies authorized to conduct business in
the District of Columbia, have an AM Best Company rating of A- or higher, be primary and
non-contributory, and contain a waiver of subrogation. Contractor agrees that Hospital will
receive no less than thirty (30) days written notice prior to the cancellation, modification or
non-renewal of any insurance coverage, policy or policies. Contractor shall provide Hospital
with certificate(s) of insurance which evidences the coverage described herein, upon execution
of this Contract.
E.22 TERMINATION OF CONTRACT
E.22.1 Termination for Convenience: The Contracting Officer may cancel or terminate
performance of work under this Contract, or the entire Contract, at any time with thirty
(30) days’ written notice to the Contractor. In the event of such termination or
cancellation, the Contractor shall be paid for Services performed through the effective date
of the notice in accordance with the pricing and other requirements set forth in this
Contract.
E.22.2 Termination for Default:
The Hospital may, terminate the whole or any part of this
Contract, by written notice of default, in any one of the following circumstances: (1) If
the Contractor fails to make delivery of the supplies or to perform the services within
the time specified herein or any extension thereof; or (2) If the Contractor fails to
perform any of the other provisions of this contract, or so fails to make progress as to
endanger performance of this contract in accordance with its terms, and in either of
these two circumstances does not cure such failure within a period of ten (10) days (or DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 15
such longer period as the Contracting Officer may authorize in writing) after receipt of
notice from the Contracting Officer specifying such failure.
E.23 OPTION TO EXTEND
E.23.1 In accordance with Part C.2, the Hospital may, in its sole discretion and by written notice to
the Contractor, extend this Contract prior to the expiration of the then-current term. Although
the Hospital may provide preliminary written notice of its intent to exercise an option period
or some portion thereof, such preliminary notice does not commit the Hospital to any
extension.
E.23.2 All option period extensions are subject to the availability of appropriated funds at the time of
the exercise of the extension.
E.23.3 Should the Hospital exercise any option period or fraction thereof; the extended Contract shall
be considered to include this option provision.
E.24. INVOICES
E.24.1 The Hospital will make payments to the Contractor, upon the submission of proper invoices, at
the prices stipulated in this Contract, for supplies delivered and accepted or services performed
and accepted, less any discounts, allowances or adjustments provided for in this Contract.
E.24.2 The Contractor shall submit proper invoices on a monthly basis in arrears. Invoices shall be
prepared in duplicate and submitted to the Accounts Payable Department at the Hospital.
E.24.3 To constitute a proper invoice, the Contractor shall submit the following information on the
invoice: Contractor’s name, federal tax ID and invoice date (date invoices as of the date of
mailing or transmittal); Contract number and invoice number; Description, price, quantity and
the date(s) that the supplies or services were delivered or performed; Other supporting
documentation or information as required by the Contracting Officer; Name, title, telephone
number and complete mailing address of the responsible official to whom payment is to be
sent and the Contractor’s authorized signature.
E.24.4 The Hospital will pay the Contractor on or before the 60
th
day after receiving a proper invoice
from the Contractor.
E.25 METHOD OF PAYMENT
E25.1 Payments on partial performance: Payment may be made on partial performance of the Scope
of Work that is accepted by the Hospital if (i) the Contractor requests partial payment, (ii) the
Contracting Officer can reasonably ascertain the amount due for the accepted partial
performance of the Scope of Work; and (iii) the amount is no more than 50 percent of the total
Contract price.
E25.2 Payments on partial delivery and acceptance of each item: Payment may be made on partial
deliveries of goods and services accepted by the Hospital if: (i) The Contractor requests it, and
(ii) the amount due is in accordance with the completion and acceptance of each item based on DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 16
a progress schedule or the agreed upon delivery schedule, and (iii) presentation of a properly
executed invoice.
E.25.3 Lump sum payment: Payment may be made on the full amount due the Contractor after (i)
Completion and acceptance of all work; and (ii) Presentation of a properly executed invoice.
The Contracting Officer may authorize equal monthly payments or periodic payments.
E.25.4 Payment for cost reimbursement Contracts, labor rate items and medical services: Payment
may be made for approved reimbursable items and for services which are provided on an
hourly labor rate bases when approved documentation, including verified timesheets and
receipts are submitted. Hourly rates shall be computed by multiplying the appropriate hourly
rates in Part A by the number of direct labor hours performed. Fractional parts of an hour
shall be payable on a prorated basis. The Hospital may use 27 DCMR 33 as guidance to
determine the appropriate cost reimbursement amounts.
E.26 CONTRACTING OFFICER
E.26.1 The Contracting Officer has the responsibility and authority outlined in the Hospital’s
Procurement Rules (27 DCMR 46), including but not limited to: (i) overall contract
administration; (ii) identifying and attempting to resolve issues or problems that arise during
contract performance; (iii) authorize contract payments; (iv) exercising contract options; (v)
terminating the contract; and (vi) modifying the contract.
E.26.2 The Contractor shall not comply with any order, directive or request that changes or modifies
the requirements of this contract, unless issued in writing and signed by the Contracting
Officer.
E.26.3 Any change or request made without authorized approval shall be considered to have been
made without authority and no adjustment will be made in the contract price to cover any
cost increase incurred as a result thereof.
E.26.4 The Contractor (i) will be fully responsible for any changes not authorized in advance, in
writing, by the Contracting Officer; (ii) may be denied compensation or other relief for any
additional work performed that is not so authorized; and may also be required, at no additional
cost to the Hospital, to take all corrective action necessitated by reason of the unauthorized
changes.
E.27 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)
E.27.1 The COTR is responsible for general administration of this Contract including ensuring all
work conforms to the requirements of the Contract; coordinating site entry for Contractor
personnel; reviewing invoices to ensure completed work or goods delivered are consistent with
the Contract and that progress is satisfactory and commensurate with the rate of expenditure.
E.27.2 The COTR shall have the authority to:
- advise the Contracting Officer as to the Contractor’s compliance or noncompliance with
this Contract
- review the Contractor’s invoices to ensure performance is consistent with this Contract
- certify that goods and services have been received satisfactorily
E.27.3 The COTR shall not have the authority to:
- award, agree to, or sign any delivery order or task order associated with this Contract
- make modifications to this Contract DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 17
- grant deviations from or waive any of the terms and conditions of this Contract
- increase the dollar limit of this Contract
- authorize work beyond the dollar limit or stated scope of this Contract,
- authorize the expenditure of funds by the Contractor in connection with this Contract
- change the period of performance of this Contract
E.28 LICENSURES & CERTIFICATIONS
The Contractor shall comply with all applicable District of Columbia business and professional
licensing and certification requirements, D.C. Department of Consumer and Regulatory Affairs,
Department of Health Facility Licenses, Department of Health Professional Licenses. All such
licenses and certifications shall be provided to Hospital upon Contract execution.
E.29 BACKGROUND CHECKS
The Contractor shall comply with all applicable federal and District of Columbia criminal background
check requirements. This includes the Criminal Background Check Amendment Act of 2006 (D.C.
Code § 3- 1205.22), and its implementing regulations, 17 DCMR 85, and the Health-Care Facility
Unlicensed Personnel Criminal Background Check Act of 1998 (D.C. Code § 44-552), as amended by
the Health-Care Facility Unlicensed Personnel Criminal Background Check Amendment Act of 2002,
and its implementing regulations, 22 DCMR 47B. Evidence of such background checks shall be
provided to Hospital upon Contract execution.
E.30 HIPAA & BUSINESS ASSOCIATE AGREEMENT
E.30.1
The Contractor agrees to comply with the medical records laws of the District of
Columbia and the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C.
§ 1320d to 1320d-7 (“HIPAA”) and the final regulations implementing the privacy
provisions of HIPAA, 45 C.F.R. Parts 160 and 164 as amended from time to time.
E.30.2 The Hospital’s Business Associate Agreement is incorporated into and made a part of this
Contract. NFPHC -BAA
E.30.3 The Contractor agrees to comply with the regulations for confidentiality of alcohol and drug
abuse treatment records covered under 42 U.S.C. § 2.1- .67 (“Part 2 Regulations”).
E.30.4 The Contractor agrees to comply with the requirements of the D.C. Mental Health Information
Act of 1978 (D.C. Code § 7-1201.01-1208.07).
PART F: SPECIAL CONTRACT REQUIREMENTS
F.1 ANTI-DEFICIENCY ACTS.
This Contract shall be interpreted in accordance with and pursuant to the provisions of (i) the federal
Anti-Deficiency Act, 31 U.S.C. §§ 1341, 1342, 1349-1351 1511-1519 (2008) (“Federal Anti-Deficient
Act”), and D.C. Code §§ 1- 206.03(e) and 47- 105; (ii) the District of Columbia Anti- Deficiency Act,
D.C. Code §§ 47- 355.01 – 355.08 (“D.C. Anti-Deficiency Act”); (iii) Section 446 of the District of
Columbia Home Rule Act, D.C. Code § 1- 204.46 (collectively, as amended from time to time, “Anti-
Deficiency Acts”. Under the Anti-Deficiency Acts, the Hospital cannot obligate itself to any financial
commitment in any present or future year unless the necessary funds to pay that commitment have
been appropriated by the Congress of the United States (“Congress”) and are lawfully available for the
purpose committed at the time of expenditure. Thus, pursuant to the Anti-Deficiency Acts, nothing in
this Contract shall create an obligation of the Hospital in anticipation of an appropriation by Congress DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 18
for such purpose, and the Hospital’s legal liability for the payment of any amount under this Contract
does not and may not arise or obtain in advance of the lawful availability of appropriated funds for the
applicable fiscal year as approved by Congress.
F.2 INDEMNITY PROVISIONS
The Hospital cannot and does not agree to unfunded Contract provisions, including those that provide
for the Hospital to indemnify the Contractor, its agents, employees, invitees, successors, or assigns.
F.3 CONTINGENT FEES
The Hospital cannot and does not agree to enter into contingent fee contracts, unless the fee amount is
limited to a specified amount adequately covered by an available appropriation at the time of contact
award.
F.4 CONTRACTS IN EXCESS OF ONE MILLION DOLLARS OR MULTIYEAR CONTRACT.
Any contract involving expenditures in excess of $l, 000,000.00 in a twelve (12) month period or any
multiyear contract shall not be binding or give rise to any claim or demand against the Hospital until
approved by the Council of the District of Columbia and signed by the Contracting Officer.
F.5 FISCAL YEAR FUNDS.
Any contract that extends beyond the Hospital’s fiscal year is subject to the appropriation of funds for
the contract purposes.
F.6 FREEDOM OF INFORMATION ACT.
The District of Columbia Freedom of Information Act (D.C. Code §2-532 (a -3)) requires the
Hospital to make available for inspection and copying any record produced or collected pursuant
to a Hospital contract with a private contractor to perform a public function, to the same extent as
if the record were maintained by the agency on whose behalf the contract is made. If the
Contractor receives a request for such information, the Contractor shall immediately send the
request to the COTR who will provide the request to the FOIA Officer for the agency with
programmatic responsibility in accordance with the D.C. Freedom of Information Act. If the
agency with programmatic responsibility receives a request for a record maintained by the
Contractor pursuant to the contract, the COTR will forward a copy to the Contractor. In either
event, the Contractor is required by law to provide all responsive records to the COTR within the
timeframe designated by the COTR. The FOIA Officer for the agency with programmatic
responsibility will determine the releasability of the records. The Hospital will reimburse the
Contractor for the costs of searching and copying the records in accordance with D.C. Code §2-
532 and Chapter 4 of Title 1 of the D.C. Municipal Regulations.
F.7 HOSPITAL NOT BOUND BY PREDECESSOR’S AGREEMENTS.
The Contractor acknowledges that the Hospital is not a party to any agreement between the Contractor
and the previous for-profit owners of the Hospital facility, and that the Hospital does not assume and is
not bound by any agreement between the Contractor and the for-profit entity.
F.8 The Contractor shall perform all duties hereunder in compliance with applicable federal, and District
of Columbia, laws, rules and regulations, including, but not limited to:
F.8.1 Hospital Medical Staff bylaws, policies, procedures, rules, and regulations (for medical
services)
F.8.2 Hospital policies, procedures, rules, and regulations
F.8.3 The Joint Commission accreditation standards DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 19
F.8.4 Center for Medicare and Medicaid Services regulations, rules, and conditions of participation
F.8.5 Hospital’s Procurement Rules (27 DCMR 46; May 27, 2011)
F.8.6 District of Columbia Quick Payment Act of 1984, as amended (D.C. Code § 2-221.01)
F.8.7 Service Contract Act, 41 USC 351(a); U.S. Department of Labor
F.8.8 D.C. Living Wage Act Of 2006 (D.C. Code §§ 2-220.01- .11)
D.C. Department of Employment Services
F.8.9 Department of Labor Wage Rates. U.S. Department of Labor
F.8.10 The Buy American Act (41 U.S.C. § 10a)
F.9 D.C. DEPARTMENT OF SMALL AND LOCAL BUSINESS DEVELOPMENT
The Contractor shall comply with all applicable Subcontracting Plan requirements. [Required for all
construction and non-construction Hospital contracts over $250,000.] D.C. Department of Small and
Local Business Development Subcontracting Plan (Section 43, page 34) Form
F.10 D.C. DEPARTMENT OF EMPLOYMENT SERVICES FIRST SOURCE PROGRAM
The Contractor shall comply with all applicable First Source Program requirements. [Required for
contracts over $300,000.] D.C. Department of Employment Services First Source Employment Plan
F.11 STANDARD CONTRACT PROVISIONS
The Standard Contract Provisions for use with the Not-for Profit-Hospital Corporation Supplies and
Services Contracts, dated December 27, 2010, are incorporated into and a part of this Contract.
Standard Contract Provisions
F.12 ORDER OF PRECEDENCE
Any conflict in language or any inconsistencies in this Contract shall be resolved by giving precedence
to the document in the highest order of priority which contains language addressing the issue in
question. The following sets forth in descending order of precedence documents that are hereby
incorporated into this Contract by reference and made a part of the Contract:
F12.1 Sections I and II of this Contract
F12.2 Standard Contract Provisions for Use with Not-for-Profit Hospital Corporation Supplies and
Services Contracts dated December 27, 2010.
F12.3 Section III (Contractor’s Technical and Price Proposals)
F13. DISCLOSURE OF INTERESTS
Disclosure of Interests. In order to permit compliance with federal anti-referral statutes and regulations
commonly known as Stark laws (42 U.S.C. Section 1395nn), as those statutes and regulations may be
amended from time to time, Contractor shall provide to Hospital, upon execution of this Contract, with
information sufficient to disclose any ownership, investment or compensation interest or arrangement
of Contractor, each Contractor Provider, or the immediate family members of any Contractor Provider,
in any entity providing "designated health services", as that term is defined in applicable statutes and
regulations. Such information shall be provided by completing and signing Exhibit B, attached hereto
and incorporated herein. In addition, Contractor shall immediately inform Hospital of any other
arrangements that may present a conflict of interest or materially interfere with Contractor's
performance of its duties under this Contract. Hospital may exercise its right to terminate this Contract
if Contractor or any Contractor Provider pursues or engages in conduct that DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 20
does constitute a conflict of interest or that materially interferes with (or is reasonably anticipated to
interfere with) Contractor's performance under this Contract.
F14. COOPERATION IN LITIGATION
To the extent that the interests of the parties are not adverse to each other, each party's employees,
agents, representatives, and attorneys shall cooperate fully with the other party, its duly authorized
employees, agents, representatives, and attorneys, to investigate, defend, or prosecute incidents
involving ·potential claims, claims for injuries, and lawsuits. Notwithstanding the foregoing, no party
shall be required to disclose information that is subject to attorney-client privilege, attorney work
product protection. The parties agree that the obligations of both parties under this Section shall survive
termination or expiration of this Contract. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF