District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill B25-0799 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	ENROLLED ORIGINAL
2		-
3		-
4		-
5		-	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. NFPHC-OPS-23-C-00059 between the Not-
17		-	for-Profit Hospital Corporation, commonly known as United Medical Center and
18		-	Morrison Management Specialists, Inc., to provide food and nutrition management
19		-	services, and to authorize payment for the services received and to be received under the
20		-	contract.
21		-
22		-	BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
23		-	act may be cited as the “Contract No. NFPHC-OPS-23-C-00059 between Not-for-Profit Hospital
24		-	Corporation and Morrison Management Specialists, Inc., Approval and Payment Authorization
25		-	Emergency Act of 2024”.
26		-
27		-	Sec. 2. Pursuant to section 451 of the Home Rule Act (D.C. Official Code § 1-204.51),
28		-	and notwithstanding the requirements of section 202 of the Procurement Practices Reform Act of
29		-	2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code § 2-352.02), the Council
30		-	approves Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital
31		-	Corporation and Morrison Management Specialists, Inc., to provide food and nutrition
32		-	management services and authorizes payment in the not-to-exceed amount of $1,527,560 for the
33		-	services received and to be received under the contract.
34		-
35		-	Sec. 3. Fiscal impact statement.
36		-	The Council adopts the fiscal impact statement of the Chief Financial Officer as the fiscal
37		-	impact statement required by section 4a of the General Legislative Procedures Act of 1975,
38		-	approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a).
39		-
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 longer than
43		-	90 days, as provided for emergency acts of the Council of the District of Columbia in section
44		-	ENROLLED ORIGINAL
45		-
46		-
47		-
48		-	2
49		-	412(a) of the District of Columbia Home Rule Act, approved December 24, 1973 (87 Stat. 788;
50		-	D.C. Official Code § 1-204.12(a)).
51		-
52		-
53		-
54		-
55		-	______________________________
56		-	Chairman
57		-	Council of the District of Columbia
	1	+	UMC
58	2
59	3
60	4
61	5
62	6
63		-	_________________________________
64		-	Mayor
65		-	District of Columbia
	7	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 20032 -4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM
	8	+	May 1, 2024
	9	+
	10	+	The Honorable Phil Mendelson
	11	+	Chairman, Council of the District of Columbia
	12	+	John A. Wilson Building
	13	+	1350 Pennsylvania Avenue, N.W.
	14	+	Suite 504
	15	+	Washington, DC 20004
	16	+
	17	+	Dear Chairman Mendelson:
	18	+
	19	+	Enclosed for consideration and approval by the Council of the District of Columbia is
	20	+	Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital Corporation
	21	+	and Morrison Management Specialists, Inc., Approval and Payment Authorization
	22	+	Emergency Act of 2024, and Contract No. NFPHC-OPS-23-C-00059 between the Not-
	23	+	for-Profit Hospital Corporation and Morrison Management Specialists, Inc. Approval and
	24	+	Payment Authorization Emergency Declaration Resolution of 2024, for the provision of
	25	+	Food and Nutrition Management services (“Contract”).
	26	+
	27	+	Council action is necessary to approve the proposed, definitized twelve (12) month
	28	+	retroactive Contract base year in the amount of $1,527,560.00 (August 1, 2023 – July 31,
	29	+	2024), which includes the initial seven (7) month base period letter contract in the
	30	+	amount of $891,076.67 (August 1, 2023 – February 29, 2024). Please note that despite
	31	+	the good faith and timely efforts of the parties, attempts to negotiate earlier drafts of the
	32	+	letter contract (at 90 days and 180 days), were unsuccessful largely due to the hospital’s
	33	+	looming wind down and eventual closure. Fluctuating patient and staff volumes, higher
	34	+	vendor costs even for incumbents, and UMC’s fiscal limitations made service level and
	35	+	associated cost determinations extremely difficult. Further exacerbating these issues and
	36	+	delaying negotiations was the major leadership change Morrison experienced during this
	37	+	period.
	38	+
	39	+	To account for these and other closure-related factors that will undoubtedly continue to
	40	+	arise, the hospital is exploring the use of recommended contracting options, such as no-
	41	+	cost modifications, or exercising more frequent modifications. In the meantime, Council
	42	+	approval of this proposed Contract with Morrison is vital to avoid disruption to these
	43	+	essential services.
66	44
67	45
	46	+
	47	+
	48	+	DocuSign Envelope ID: C4250FE8-A46C-4AF2-9C6D-232C75C471B0 UMC
	49	+
	50	+
	51	+
	52	+
	53	+
	54	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 20032 -4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM
	55	+	As always, I am available to discuss any questions you may have regarding this
	56	+	submittal. In order to facilitate a response to any questions you may have, please have
	57	+	your staff contact me at (202) 574-6611. I look forward to a favorable consideration on
	58	+	this contract.
	59	+
	60	+
	61	+	Sincerely,
	62	+
	63	+
	64	+	Jacqueline Payne-Borden
	65	+	Chief Executive Officer
	66	+	Not-for-Profit Hospital Corporation
	67	+
	68	+	Enclosure DocuSign Envelope ID: C4250FE8-A46C-4AF2-9C6D-232C75C471B0
	69	+
	70	+	GOVERNMENT OF THE DISTRICT OF COLUMBIA
	71	+	Office of Contracting and Procurement
	72	+
	73	+
	74	+
	75	+
	76	+	Pursuant to section 202(c-1) of the Procurement Practices Reform Act of 2010, as amended,
	77	+	D.C. Official Code § 2- 352.02(c-1), the following contract summary is provided:
	78	+
	79	+	COUNCIL CONTRACT SUMMARY
	80	+	(Retro)
	81	+
	82	+	(A) Contract Number: NFPHC -OPS-23-C-00059
	83	+
	84	+	Proposed Contractor: Morrison Management Specialists, Inc.
	85	+
	86	+	Contract Amount: Definitized: $1,527,560.00
	87	+
	88	+	Unit and Method of Compensation: Payments due monthly
	89	+
	90	+	Term of Contract: Definitized: August 1, 2023 to July 31, 2024
	91	+
	92	+	Type of Contract: Fixed Fee, with monthly reconciliation
	93	+
	94	+	Source Selection Method: Sole Source under 27 DCMR 4618
	95	+
	96	+
	97	+	(B) For a contract containing option periods, the contract amount for the base period and
	98	+	for each option period. If the contract amount for one or more of the option periods
	99	+	differs from the amount for the base period, provide an explanation of the reason for
	100	+	the difference:
	101	+
	102	+	- Base Period:
	103	+	o Initial letter contract (7mo) : $891,076.67 ( August 1, 2023 to February 29, 2024)
	104	+	o Definitized contract (12 mo): $1,527,560.00 (August 1, 2023 to July 31, 2024
	105	+
	106	+	- Option Year One
	107	+	o $1,527,560.00 ( August 1, 2024 to July 31, 2025)
	108	+
	109	+	- Option Year Two * if needed
	110	+	o $1,527,560.00 ( August 1, 2025 to July 31, 2026)
	111	+
	112	+	2
	113	+	(C) The goods or services to be provided, the methods of delivering goods or services, and
	114	+	any significant program changes reflected in the proposed contract:
	115	+
	116	+	The provision of Food and Nutrition Management services for a period from August 1, 2023
	117	+	to July 31, 2024. The definitized contract include s UMC’s negotiated rates under the new
	118	+	engagement.
	119	+
	120	+	(D) The selection process, including the number of offerors, the evaluation criteria, and the
	121	+	evaluation results, including price, technical or quality, and past performance
	122	+	components:
	123	+
	124	+	As the Hospital moves rapidly toward closure, it has been determined that sole sourcing to
	125	+	incumbent vendors is the preferred approach to stabilizing critical services. Therefore, the
	126	+	Hospital determined that remaining with Morrison Management Specialist, Inc. was the
	127	+	most efficient way to ensure the continuation of essential food and nutrition management
	128	+	services.
	129	+
	130	+	(E) A description of any bid protest related to the award of the contract, including
	131	+	whether the protest was resolved through litigation, withdrawal of the protest by the
	132	+	protestor, or voluntary corrective action by the District. Include the identity of the
	133	+	protestor, the grounds alleged in the protest, and any deficiencies identified by the
	134	+	District as a result of the protest:
	135	+
	136	+	There were no protests associated with this procurement.
	137	+
	138	+	(F) The background and qualifications of the proposed contractor, including its
	139	+	organization, financial stability, personnel, and performance on past or current
	140	+	government or private sector contracts with requirements similar to those of the
	141	+	proposed contract:
	142	+
	143	+	Morrison Healthcare is part of Compass Group North America, the leading food and support
	144	+	services company with over 280,000 associates and $20.1 billion in revenues in 2019.
	145	+	Celebrating 25 years in North America, Compass Group is recognized as a premier
	146	+	employer receiving honors for diversity & inclusion, innovation, health & wellness, and
	147	+	company culture. With over 600,000 associates worldwide, its parent company, UK-based
	148	+	Compass Group PLC had revenues of $32.2 billion USD in the fiscal year ended September
	149	+	30, 2019.
	150	+
	151	+	(G) The period of performance associated with the proposed change, including date as of
	152	+	which the proposed change is to be made effective:
	153	+
	154	+	August 1, 2023 to July 31, 2024, provided Council approves the contract.
	155	+
	156	+	(H) The value of any work or services performed pursuant to a proposed change for which
	157	+	the Council has not provided approval, disaggregated by each proposed change if
	158	+	more than one proposed change has been aggregated for Council review:
	159	+
	160	+	The Initial letter contract: $ 891,076.67
	161	+	The Definitized contract: $ 268,816.96 3
	162	+
	163	+	(I) The aggregate dollar value of the proposed changes as compared with the amount of
	164	+	the contract as awarded:
	165	+
	166	+	The aggregate value of the difference between the initial 7- month letter contract and the
	167	+	proposed full 12- month definitized contract is $636,483.33.
	168	+
	169	+	(J) The date on which the contracting officer was notified of the proposed change:
	170	+
	171	+	September 10, 2023
	172	+
	173	+	(K) The reason why the proposed change was sent to Council for approval after it is
	174	+	intended to take effect:
	175	+
	176	+	Once Morrison was identified as the preferred vendor, the parties sought to avoid a lapse in
	177	+	these critical services by quickly executing an initial letter contract, as permitted under
	178	+	UMC’s Procurement Rules (27 DCMR 4614(f)). Despite the good faith and timely efforts
	179	+	of the parties, however, their attempts to negotiate earlier drafts of the letter contract (at 90
	180	+	days and 180 days), were unsuccessful largely due to the hospital’s looming wind down and
	181	+	eventual closure. The hospital’s fluctuating patient and staff volumes, higher vendor costs
	182	+	even for incumbents, and continuing fiscal limitations made service level and associated
	183	+	cost determinations extremely difficult. Further exacerbating these issues and delaying
	184	+	negotiations was the major leadership change Morrison experienced during this period.
	185	+
	186	+
	187	+	(L) The reason for the proposed change:
	188	+
	189	+	See Response to K
	190	+
	191	+	(M) The legal, regulatory, or contractual authority for the proposed change:
	192	+
	193	+	NFPHC Contracting Authority; NFPHC Establishment Act; Home Rule Act.
	194	+
	195	+	(N) A summary of the subcontracting plan required under section 2346 of the Small,
	196	+	Local, and Disadvantaged Business Enterprise Development and Assistance Act of
	197	+	2005, as amended, D.C. Official Code § 2- 218.01 et seq . (“Act”), including a
	198	+	certification that the subcontracting plan meets the minimum requirements of the Act
	199	+	and the dollar volume of the portion of the contract to be subcontracted, expressed
	200	+	both in total dollars and as a percentage of the total contract amount:
	201	+
	202	+	UMC has worked diligently with DC Department of Small and Local Business
	203	+	Development (DSLBD) to find local Vendors to provide these services. There wasn’t a
	204	+	Certified Business Enterprise (CBE) that provides emergency department services. There
	205	+	was not subcontracting plan due the critical need and highly specialized nature of the
	206	+	services to be provided under this proposed Contract, so a subcontracting plan and waiver
	207	+	were not obtained before the contract execution. (Per DSLBD, once a contract is exercised,
	208	+	a waiver cannot be provided.) UMC continues to make best efforts to create and maintain
	209	+	opportunities for small, local, and disadvantaged businesses at UMC across all areas of the 4
	210	+	hospital and looks forward to working with the community and applicable agencies to
	211	+	improve in this area.
	212	+
	213	+	(O) Performance standards and the expected outcome of the proposed contract:
	214	+
	215	+	The Contractor's performance will be monitored by the Not-for-Profit Hospital Corporation
	216	+	CEO and Vice President of Operations. The performance standards are as outlined in the
	217	+	proposed Contract and as required by applicable local, federal, industry, and licensing
	218	+	entities.
	219	+
	220	+	(P) The amount and date of any expenditure of funds by the District pursuant to the
	221	+	contract prior to its submission to the Council for approval:
	222	+
	223	+	The amount of funds expended under the Contract prior to submission is $891,076.67.
	224	+
	225	+	(Q) A certification that the proposed contract is within the appropriated budget authority
	226	+	for the agency for the fiscal year and is consistent with the financial plan and budget
	227	+	adopted in accordance with D.C. Official Code §§ 47- 392.01 and 47- 392.02:
	228	+
	229	+	See enclosed fiscal certification from the OCFO.
	230	+
	231	+	(R) A certification that the contract is legally sufficient, including whether the proposed
	232	+	contractor has any pending legal claims against the District:
	233	+
	234	+	See enclosed legal certification from UMC Counsel.
	235	+
	236	+	(S) A certification that Citywide Clean Hands database indicates that the proposed
	237	+	contractor is current with its District taxes. If the Citywide Clean Hands Database
	238	+	indicates that the proposed contractor is not current with its District taxes, either: (1) a
	239	+	certification that the contractor has worked out and is current with a payment
	240	+	schedule approved by the District; or (2) a certification that the contractor will be
	241	+	current with its District taxes after the District recovers any outstanding debt as
	242	+	provided under D.C. Official Code § 2-353.01(b):
	243	+
	244	+	See enclosed Clean Hands Certification.
	245	+
	246	+	(T) A certification from the proposed contractor that it is current with its federal taxes, or
	247	+	has worked out and is current with a payment schedule approved by the federal
	248	+	government:
	249	+
	250	+	The proposed contractor has certified its compliance.
	251	+
	252	+	(U) The status of the proposed contractor as a certified local, small, or disadvantaged
	253	+	business enterprise as defined in the Small, Local, and Disadvantaged Business
	254	+	Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code §
	255	+	2-218.01 et seq .:
	256	+
	257	+	The Contractor is not certified as a local, small, or disadvantaged business enterprise.
	258	+	5
	259	+	(V) Other aspects of the proposed contract that the Chief Procurement Officer considers
	260	+	significant:
	261	+
	262	+	All relevant aspects of the proposed Contract are enclosed.
	263	+
	264	+	(W) A statement indicating whether the proposed contractor is currently debarred from
	265	+	providing services or goods to the District or federal government, the dates of the
	266	+	debarment, and the reasons for debarment:
	267	+
	268	+	As of March 20, 2024, the Contractor does not appear on the District or Federal Excluded
	269	+	Parties List.
	270	+
	271	+	(X) Any determination and findings issues relating to the contract’s formation, including
	272	+	any determination and findings made under D.C. Official Code § 2-352.05
	273	+	(privatization contracts):
	274	+
	275	+	None.
	276	+
	277	+	(Y) Where the contract, and any amendments or modifications, if executed, will be made
	278	+	available online:
	279	+
	280	+	The Hospital's website is currently being upgraded and the Hospital intends to post the
	281	+	executed Contract as soon as possible. Until then, the contract remains available onsite.
	282	+
	283	+	(Z) Where the original solicitation, and any amendments or modifications, will be made
	284	+	available online:
	285	+
	286	+	The Hospital's website is still being upgraded and the Hospital intends to post the executed
	287	+	Contract as soon as possible. Until then, the Contract is available onsite.
	288	+	2
	289	+	3
	290	+	4
	291	+	5
	292	+	6
	293	+	7
	294	+	8
	295	+	9
	296	+	10
	297	+	11
	298	+	12
	299	+	13
	300	+	14
	301	+	15
	302	+	16
	303	+	17
	304	+	18
	305	+	~
	306	+	on behalf of the Not-for-Profit
	307	+	Hospital Corporation
	308	+	A BILL
	309	+	IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
	310	+	19 To approve, on an emergency basis, Contract No. NFPHC-OPS-23-C-00059 between the
	311	+	20 Not-for-Profit Hospital Corporation, commonly known
	312	+	as United Medical Center
	313	+	21 ("Hospital") and Morrison Management Specialists, Inc., to provide provision
	314	+	22 Food and Nutrition Management services, and
	315	+	to authorize payment for the
	316	+	23 services received and to be received under the Contract.
	317	+	24
	318	+	25 BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA,
	319	+	26 That this act may be cited
	320	+	as the "Contract No. NFPHC-OPS-23-C-00059 between Not-
	321	+	27 for-Profit Hospital Corporation and Morrison Management Specialists, Inc
	322	+	., Approval
	323	+	28 and Payment Authorization Emergency Act
	324	+	of 2024".
	325	+	29 Sec.
	326	+	2. Pursuant to section 451 of the District of Columbia Home Rule Act, approved
	327	+	30 December 24, 1973 (87 Stat. 803; D.C. Official
	328	+	Code§ 1-204.51), and notwithstanding
	329	+	31 the requirements of section 202 of the Procurement Practices Reform Act of 2010,
	330	+	32 effective April
	331	+	8, 2011 (D.C. Law 18-371; D.C. Official Code§ 2-352.02), the Council
	332	+	33 approves Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital
	333	+	34 Corporation and Morrison Management Specialists, Inc., for Food and Nutrition 2
	334	+	Management services, and authorizes payment for the services received and to be 35
	335	+	received under this Contract and payment in the amount of $1,527,560.00. 36
	336	+	Sec. 3. Fiscal impact statement. 37
	337	+	The Council adopts the fiscal impact statement of the Chief Financial Officer as the fiscal 38
	338	+	impact statement required by section 4a of the General Legislative Procedures Act of 39
	339	+	1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a). 40
	340	+	Sec. 4. Effective date. 41
	341	+	This act shall take effect following approval by the Mayor (or in the event of veto by the 42
	342	+	Mayor, action by the Council to override the veto), and shall remain in effect for no 43
	343	+	longer than 90 days, as provided for emergency acts of the Council of the District of 44
	344	+	Columbia in section 412(a) of the District of Columbia Home Rule Act, approved 45
	345	+	December 24, 1973 (87 Stat. 788; D.C. Official Code § 1- 204.12(a)). 46
	346	+	47 1101 4
	347	+	th
	348	+	Street, SW
	349	+	Washington, DC 20024
	350	+	Date of Notice:February 12, 2024 L0010938268Notice Number:
	351	+	FEIN: -*5966
	352	+	Case ID: 1837729
	353	+
	354	+	Government of the District of Columbia
	355	+	Office of the Chief Financial Officer
	356	+	Office of Tax and Revenue
	357	+	MORRISON MANAGEMENT SPECIALISTS
	358	+	4721 MORRISON DR STE 300
	359	+	MOBILE AL 36609-3350
	360	+
	361	+	Branch Chief, Collection and Enforcement Administration
	362	+	Authorized By Melinda Jenkins
	363	+	To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
	364	+	“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
	365	+	CERTIFICATE OF CLEAN HANDS
	366	+	As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
	367	+	liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
	368	+	Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
	369	+	this Certificate of Clean Hands is issued.
	370	+	TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
	371	+	CHAPTER 28 GENERAL LICENSE
	372	+	SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
	373	+	D.C. CODE § 47-2862 (2006)
	374	+	§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
	375	+	1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
	376	+	Government of the District of Columbia
	377	+	Office of the Chief Financial Officer
	378	+
	379	+	MEMORANDUM
	380	+	To: Jacqueline Payne-Borden, Chief Executive Officer
	381	+	CC: Kendrick Dandridge, Contracting Officer
	382	+
	383	+	From: Lilian Chukwuma, CFO – Not-for-Profit Hospital Corporation
	384	+
	385	+	Date: March 21, 2024
	386	+
	387	+	Re: Contract No. NFPHC -OPS-23-C-00059 between Not -for-Profit Hospital
	388	+	Corporation and Morrison Management Specialists, Inc., Approval and Pa yment
	389	+	Authorization Emergency Act of 2024
	390	+
	391	+
	392	+	The Not-for-Profit Hospital Corporation (NFPHC) intends to contract with Morrison
	393	+	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.
	394	+	The Office of the Chief Financial Officer hereby certifies that the funds are included in the NFPHC FY 2024 budget. UMC
	395	+
	396	+
	397	+
	398	+
	399	+
	400	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D .C. 20032-4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM
	401	+	NOT-FOR-PROFIT HOSPITAL CORPORATION
	402	+
	403	+
	404	+
	405	+
	406	+
	407	+	MEMORANDUM
	408	+
	409	+	To: Jacqueline Payne-Borden
	410	+	Chief Executive Officer
	411	+
	412	+	CC: Kendrick Dandridge
	413	+	Contracting Officer
	414	+
	415	+	From: Eric Goulet
	416	+	General Counsel
	417	+
	418	+	Reference: Contract No. NFPHC -OPS-23-C-00059 between Not -for-Profit Hospital
	419	+	Corporation and Morrison Management Specialists, Inc. , Approval and
	420	+	Payment Authorization Emergency Act of 2024
	421	+
	422	+	Date: February 27, 2024
	423	+
	424	+
	425	+	Subject: Legal Sufficiency
	426	+
	427	+
	428	+	I have reviewed the above- referenced Contract No. NFPHC -OPS-23-C-00059 and the
	429	+	seven-month letter contract between the Not-for-Profit Hospital Corporation, commonly
	430	+	known as United Medical Center (“Hospital”), and Morrison Management Specialists,
	431	+	Inc., for the provision of Food and Nutrition Management services.
	432	+
	433	+	I hereby certify that it appears to be legally sufficient. Please be advised that my finding
	434	+	is premised on the Contracts being submitted to and approved by the Council of the
	435	+	District of Columbia.
	436	+
	437	+
	438	+	DocuSign Envelope ID: C479BAEA-D5F9-4183-8B73-498D079CBEC2 NOT-FOR-PROFIT HOSPITAL CORPORATION
	439	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
	440	+	0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
	441	+	EDICALCENTER.COM
	442	+
	443	+
	444	+
	445	+	February 1, 2024
	446	+	Morrison Management Specialists, Inc.
	447	+	3761 Commerce Drive Suite 401
	448	+	Baltimore, MD 212227
	449	+	Subject: Letter Contract for Morrison Management Specialist
	450	+	Contract No: NFPHC-OPS-23-C-00059
	451	+	Dear Scott Anthony:
	452	+
	453	+	This is a letter contract between the Not-For-Profit Hospital Corporation commonly
	454	+	known as United Medical Center (“Hospital”) and Morrison Management
	455	+	Specialist (“Contractor”), wherein Contractor agrees to provide nutritional services set
	456	+	forth in Attachment A during the period beginning on August 1, 2023 and ending seven (7)
	457	+	months thereafter.
	458	+
	459	+	1. Payment for performance under this letter contract is based on the Price
	460	+	Schedule set forth in Attachment B.
	461	+
	462	+	2. The Hospital intends to definitize this letter contract within seven (7) months
	463	+	from August 1, 2023, at which time this letter contract shall merge with the definitized
	464	+	contract. Before the expiration of the said seven (7) months period, the contracting officer
	465	+	may authorize in writing an extension of the letter contract in order to have additional time
	466	+	to definitize the letter contract. If the Hospital and the contractor are unable to definitize
	467	+	this letter contract within seven (7) months of the Date of Award (defined as August 1, 2023
	468	+	and ending seven (7) months thereafter) or any extensions thereof, this letter contract shall
	469	+	expire. During the duration of this letter contract, the Hospital shall pay Contractor for
	470	+	services performed under this letter contract in an amount not to exceed $891,076.67
	471	+	(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
	472	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
	473	+	0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
	474	+	EDICALCENTER.COM
	475	+
	476	+
	477	+	3. The duration of the definitized contract sha ll be one (1) year with three
	478	+	option years from the date of award of this letter contract. The amount of the letter contract
	479	+	shall not exceed $891,076.67 (including fees and costs). Morrison has no contractual
	480	+	obligation with the United Medical Center after the seven (7) months of this letter contract.
	481	+
	482	+	4. The Contractor acknowledges that the Hospital is not a party to any
	483	+	agreement between the Contractor and the previous for-profit owners of the Hospital
	484	+	facility, and that the Hospital does not assume and is not bound by any agreement between
	485	+	the Contractor and the for-profit entity.
	486	+	5. Contractor shall perform under this letter contract pursuant to the terms of
	487	+	the following documents that are hereby incorporated by reference and made a part of this
	488	+	letter contract, which in the event of a conflict shall be resolved by giving precedence in
	489	+	the order of priority listed below:
	490	+
	491	+	a. This letter contract;
	492	+	b. The Scope of Work - Subscription Agreement – Attachment A;
	493	+	c. The Price Schedule – Attachment B;
	494	+	d. Administration of Contract – Attachment C.
	495	+
	496	+	7. This letter contract shall be subject to the following:
	497	+	(a) Appropriation of funds;
	498	+	(b) Council Approval – The approval by the Council of the District of
	499	+	Columbia, in accordance with D.C. Code, 2000 Ed. §2.301.05a, if this letter contract is of
	500	+	a value in excess of one million dollars. However, if this letter contract is not in excess of
	501	+	one million dollars, but the value of the subsequent definitized contract, (which includes
	502	+	the value of this letter contract) is in excess of one million dollars, the definitized contract
	503	+	must be approved by the Council in accordance with D.C. Code, 2000 Ed. §2- 301.05a. If
	504	+	the Council disapproves the subsequent definitized contract, all performance under the
	505	+	letter contract shall terminate and the liability of the Hospital shall be limited to the amount
	506	+	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
	507	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
	508	+	0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
	509	+	EDICALCENTER.COM
	510	+
	511	+
	512	+	(c) Anti-deficiency Act – The Hospital’s obligations and responsibilities under
	513	+	the terms of the Contract and the Contract Documents are and shall remain subject to the
	514	+	provisions of (i) the federal Anti-Deficiency Act, 31 U.S.C. §§1341, 1342, 1349, 1350,
	515	+	1351, (ii) the D.C. Code 47- 105, (iii) the District of Columbia Anti- Deficiency Act,
	516	+	D.C. Code §§ 47- 355.01 – 355.08, as the foregoing statutes may be amended from time to
	517	+	time, and (iv) Section 446 of the District of Columbia Home Rule Act.
	518	+	(d) Contract Laws Applicable to the Hospital – District of Columbia Quick
	519	+	Payment Act of 1984, as amended, D.C. Official Code sec. 2-221.01; Living Wage Act of
	520	+	2006, as amended, D.C. Official Code sec. 2- 220.01; Small, Local, and Disadvantaged
	521	+	Business Enterprise Development and Assistance Act of 2005, as amended, D.C. Official
	522	+	Code sec. 2-218.01 and 2- 218.50; First Source Employment Agreement Act of 1984, as
	523	+	amended, D.C. Official Code sec. 2-219.01; Service Contract Act, 41 U.S.C. 351(a); Heath
	524	+	Insurance Portability and Accountability Act of 1996, P.L. 104- 191; the Privacy and
	525	+	Security Rules codified at 45 C.F.R. Parts 160 and 154 and the Hospital Procurement
	526	+	Regulations, 27 D.C. Mun.Regs. Tit. 27 § 4600, et seq.
	527	+
	528	+
	529	+
	530	+
	531	+
	532	+
	533	+
	534	+
	535	+	CEO, Healthcare
	536	+
	537	+
	538	+
	539	+
	540	+
	541	+
	542	+
	543	+	Signatures:
	544	+	Morrison Management Specialist, Inc.
	545	+
	546	+
	547	+	Contractor
	548	+
	549	+
	550	+
	551	+
	552	+
	553	+	Date:
	554	+	Name (printed) Tim Pierce Title:
	555	+
	556	+	NOT-FOR-PROFIT HOSPITAL CORPORATION
	557	+
	558	+	Contracting Officer
	559	+	Name (printed)
	560	+
	561	+	Date:
	562	+	DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6
	563	+	2/5/2024 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A
	564	+	2/12/2024
	565	+	Kendrick Dandridge NOT-FOR-PROFIT HOSPITAL CORPORATION
	566	+	1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
	567	+	0032- 4623 • 202- 574-6000 • WWW.UNITED- MC
	568	+	EDICALCENTER.COM
	569	+
	570	+
	571	+
	572	+
	573	+
	574	+
	575	+
	576	+
	577	+	NFPHC USE ONLY:
	578	+	Approved as to Legal Sufficiency:
	579	+	General Counsel Date:
	580	+	Name Printed: Eric Goulet
	581	+
	582	+	Certificate of Funds
	583	+	I hereby certify funds are sufficiently included in the District’s FY 2023-2024 budgets
	584	+	and financial plan to support this Contract.
	585	+
	586	+
	587	+	Certification of Funds: Date:
	588	+	Name Printed: Lilian Chukwuma
	589	+
	590	+
	591	+
	592	+	NFPHC Budget Officer Approval
	593	+
	594	+	CEO Approval DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 489BA1F0-73F2-4519-AEBB-94B1BC861D9A
	595	+	2/7/2024
	596	+	2/9/2024
	597	+	2/9/2024 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 2U
	598	+	0032- 4623 • 202-574-6000 • WWW.UNITED- MC
	599	+	EDICALCENTER.COM
	600	+
	601	+
	602	+	ATTACHMENT A
	603	+	SCOPE OF WORK
	604	+	B.1 Contractor Responsibilities - The Contractor shall, as an independent contractor to the
	605	+	Hospital reporting to the Executive Vice President of Hospital Operations, perform Management
	606	+	Services for the Food and Nutritional Services Program and Department ("Services") at the
	607	+	Hospital:
	608	+	(i) Cafeteria Meal Service Hours – Monday thru Friday
	609	+	Continental Breakfast 8:00 AM - 10:00 AM
	610	+	Grab-n-Go 10:00AM – 11:00AM
	611	+	Lunch 11:00 AM - 3:00 PM
	612	+
	613	+	Saturday and Sunday – Closed
	614	+
	615	+	B.1.1 The Contractor Services shall include the provision of timely nutrition assessment,
	616	+	counseling, nutrition education and diet instruction as ordered by the Hospital's medical staff
	617	+	and/or as defined in the policies for the Hospital's Food and Nutrition Department (which policies
	618	+	shall be mutually agreed upon by the parties). These clinical services shall meet the needs of the
	619	+	Hospital's patients - including Hospital specialty units, outpatient area(s) and community events
	620	+	as requested. Contractor shall provide nutrition services to Hospital patients of various
	621	+	backgrounds, which affect nutritional preferences and habits.
	622	+
	623	+	B.1.2 The Contractor Services shall include nutrition and quality dietary intervention, in-patient
	624	+	treatment. and quality meal service to patients, associates, visitors and guests.
	625	+	B.1.3 The Contractor shall, via its management personnel, determine the specifications for and
	626	+	order food and other supplies to be used in the Food and Nutritional Services Program and
	627	+	Department at the Hospital. Contractor is entitled to utilize its national account or other vendor
	628	+	systems. If vendors extend to the Contractor any credits or discounts, these shall be passed on to
	629	+	the Hospital. If vendors extend to the Contractor any company- wide credits, fees or discounts.
	630	+	including, without limitation, any early payment discounts, administrative fees or volume
	631	+	discounts, the Contractor will be entitled to retain such credits, fees or discounts.
	632	+	B.1.4 The Contractor shall be responsible for a Hospital and regulatory required minimum of
	633	+	daily cleaning and multiple daily cleaning as necessary of:
	634	+	(a) Department Kitchen- Walls, Floors, Equipment, Refrigerators and freezers
	635	+	(b) Department Storage- Floors, Walls, Shelving
	636	+	(c) Department Cafeteria - Serving line / Equipment, Serving line walls, Serving line floors
	637	+	(kitchen side)
	638	+	(d) Department Dining Area - Furniture & Equipment
	639	+	(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
	640	+	0032- 4623 • 202-574-6000 • WWW.UNITED- MC
	641	+	EDICALCENTER.COM
	642	+
	643	+
	644	+	(f) Department Receiving Area for Food and Nutrition - Pick up and spot-mop
	645	+	(g) Non-public and non/non- customer portion of the areas where the employees of the Food and
	646	+	Nutritional Services Program and Department for the Hospital perform work
	647	+	B.1.5 Contractor shall provide the Hospital with advice and recommendations with respect to
	648	+	improvements that the Hospital can make to the food service retail areas at the facility and the
	649	+	Hospital will have the sole discretion to determine what, if any, improvements will be made to
	650	+	those food service retail areas.
	651	+
	652	+	B. l .6 The Contractor shall perform initial and ongoing training and education of Hospital Food
	653	+	and Nutrition Staff to achieve the standards of quality as established in the Hospital's Food and
	654	+	Nutrition Policy and Procedures manual and as determined by all regulatory agencies. Education
	655	+	needs shall also be reported and suggestions as to achieving educational goals shall be identified
	656	+	and reported on a monthly basis.
	657	+	B.2 Contractor Deliverables -The Contractor shall deliver the following in accordance with
	658	+	the below schedule:
	659	+
	660	+	PERFORMANCE METRICS
	661	+
	662	+
	663	+
	664	+
	665	+	QUALITY
	666	+	1. Provide monthly reports with mutually agreed upon metrics, targets and associated action plans. AH
	667	+	metrics and performance targets shall be mutually agreed upon by the parties in writing within ninety (90)
	668	+	days of the Effective Date.
	669	+	2. Maintain timely required training and certification of all applicable staff (100%) for all mandatory sessions,
	670	+	annual safety training, job-specific competencies, patient experience, and other hospital-required curricula.
	671	+	Contractor will have thirty (30) days from date of discovery to cure any deficiencies with respect to trainings
	672	+	or certifications.
	673	+	3. Conduct employee performance evaluations (90-day and annual) within the required time frame, b) the
	674	+	established hospital-determined due date.
	675	+	4. Ensure ongoing compliance with accrediting body and regulatory agency requirements. Submit required
	676	+	action plans and follow-up documentation within a commercially reasonable time frame established by the
	677	+	hospital.
	678	+	5.
	679	+
	680	+
	681	+
	682	+
	683	+	EFFICIENCY
	684	+
	685	+	1. Ensure nutritional assessments are performed within 24 hours of a physician order, and when a Nurse
	686	+	screening: triggers the need for an assessment.
	687	+	2. Ensure complete and timely clinical dietary documentation in accordance with hospital policy,
	688	+	accreditation body standards and regulatory agency requirements.
	689	+	3.
	690	+	4.
	691	+	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
	692	+	0032- 4623 • 202-574-6000 • WWW.UNITED- MC
	693	+	EDICALCENTER.COM
	694	+
	695	+
	696	+
	697	+
	698	+
	699	+
	700	+	CUSTOMER
	701	+	SATISFACTION
	702	+
	703	+	1. Conduct an internal customer satisfaction survey within 90 days of contract execution. All metrics and
	704	+	performance targets shall be mutually agreed upon bv the parties in writing within ninety (90) davs of the
	705	+	Effective Date
	706	+	2. 100% compliance with hospital-wide customer service initiatives (e.g. Patient Experience Program
	707	+	implementation initiatives)
	708	+	3.
	709	+	4.
	710	+	5.
	711	+
	712	+
	713	+	B.3 Hospital Responsibilities -The Hospital shall have the following responsibilities:
	714	+
	715	+	B.3.1 The Hospital shall be responsible for cleaning and maintenance of Food and Nutritional
	716	+	Service areas and portions where there is public or customer access.
	717	+	B.3.2 The Hospital shall, at no cost under this Contract, continue to provide, in consultation
	718	+	with the Contractor but at levels that are solely determined by the Hospital, sufficient numbers of
	719	+	Hospital employees to support the Food and Nutrition Services at the Hospital and all such
	720	+	employee and employee-related costs shall be paid for by the Hospital separate from this
	721	+	Contract.
	722	+	B.3.3 The Hospital shall allow the Contractor use of the dietary areas of the Hospital and
	723	+	agrees to maintain these areas and all items furnished for this program in good, clean, sanitary
	724	+	and working condition in accordance with applicable law, and make all repairs or replacements to
	725	+	the facility and these areas at the Hospital's expense as required (and paid for via Purchase order
	726	+	separate from this Contract), except that the Contractor shall be responsible for any damage
	727	+	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
	728	+	0032- 4623 • 202-574-6000 • WWW.UNITED- MC
	729	+	EDICALCENTER.COM
	730	+
	731	+
	732	+	ATTACHMENT B
	733	+	PRICE SCHEDULE
	734	+
	735	+	Contract
	736	+	Line
	737	+	Item No.
	738	+	(CLIN)
	739	+	Item Description Monthly
	740	+	Pre-Bill
	741	+	Amount
	742	+	7 Month Not
	743	+	to Exceed
	744	+	Amount
	745	+	0001
	746	+	Management Services Fee: calculated using the Not-to-
	747	+	Exceed (“NTE”) amounts from the below-listed categories
	748	+	assuming food service with the mutual agreement that
	749	+	although the Contractor shall collect and deposit all
	750	+	revenue from retail sales locations operated by Contractor
	751	+	(e.g. cafeteria), the Contractor shall provide a monthly
	752	+	credit to the Hospital. The amount of the credit will be
	753	+	total sales revenues less
	754	+	applicable sales taxes Contractor is required to remit in connection with those
	755	+	sales)
	756	+	LABOR – guarantee of 5 FTEs (Contractor employees) – ESTIMATED AT
	757	+	$299,756.92
	758	+	1 Director - Salary/benefits estimated at $82,552.17
	759	+	2 Dietitians - Salary/benefits estimated at $112,623.58
	760	+	1 Patient Manager - Salary/benefits estimated at $36,225.00
	761	+	1 Chef - Salary/benefits estimated at $68,356.17
	762	+	FOOD – ESTIMATED AT $283,873.92
	763	+	Patient Trays - estimated at $105,922.83
	764	+	Nourishments - estimated at $1, 513.75
	765	+	Floor Stocks - estimated at $35,826.00
	766	+	Supplements - estimated at $10,932.83
	767	+	Café/retail - estimated at $86,627.33
	768	+	Free meals - estimated at $0
	769	+	Requisitions - estimated at $37,217.83
	770	+	Catering - estimated at $5,833.33
	771	+	DIRECT COSTS - ESTIMATED AT $125,445.83
	772	+	Includes: office supplies; in-service training materials/supplies; employee
	773	+	physicals, testing and background checks for Contractor employees; laundry;
	774	+	cleaning/dishwashing supplies; kitchen paper/plastic;
	775	+	marketing/merchandising materials; patient education materials; Contractor
	776	+	business licenses/permits (exclusive of licenses related to the service of
	777	+	alcohol); computer hardware/print paper for computers supplied by
	778	+	Contractor; small wares and tableware’s replacements; postage; uniforms;
	779	+	armored car services; bank charges (including credit card fees and debit card
	780	+	fees); dues and subscriptions for Contractor employees; and sanitation audit
	781	+	fees.
	782	+	$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
	783	+	0032- 4623 • 202-574-6000 • WWW.UNITED- MC
	784	+	EDICALCENTER.COM
	785	+
	786	+
	787	+
	788	+	CORPORATE SUPPORT – FIXED FEE AT $65,333.33
	789	+	Support from the Contractor’s corporate personnel, including but not limited
	790	+	to the District Manager, Regional Vice President, Regional Dietitian and
	791	+	Customer Experience Manager support, as well as IT support for POS system
	792	+	implemented by Morrison and e Finance system.
	793	+
	794	+	0002
	795	+	OTHER ALLOWABLE CHARGES
	796	+	Late Fees - NTE 1% of amounts not paid within 45 days of invoice receipt N/A
	797	+
	798	+	0003
	799	+
	800	+	LIMITATION OF LIABILITY N/A $116,666.67
	801	+	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
	802	+	0032- 4623 • 202-574-6000 • WWW.UNITED- MC
	803	+	EDICALCENTER.COM
	804	+
	805	+
	806	+	ATTACHMENT C
	807	+	The person designated to be responsible for the general administration of this contract shall be:
	808	+	NAME: Tonia Johnson
	809	+	TITLE: VP of Operations
	810	+	PHONE: 202-574-6000
	811	+	EMAIL: TJohnson@United-MedicalCenter.com
	812	+
	813	+	This person shall have the authority to:
	814	+	- advise the Contracting Officer as to the Contractor’s compliance or noncompliance with
	815	+	this contract
	816	+	- review the Contractor’s invoices to ensure performance is consistent with this contract
	817	+	- certify that goods and services have been received satisfactorily
	818	+	This person shall not have the authority to:
	819	+	- award, agree to, or sign any delivery order or task order associated with this contract
	820	+	- make modifications to this contract
	821	+	- grant deviations from or waive any of the terms and conditions of this contract
	822	+	- increase the dollar limit of this contract
	823	+	- authorize work beyond the dollar limit or stated scope of this contract,
	824	+	- authorize the expenditure of funds by the Contractor in connection with this contract
	825	+	- 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
	826	+	NOT-FOR-PROFIT HOSPITAL CORPORATION,
	827	+	commonly known as United Medical Center,
	828	+	an instrumentality of the District of Columbia government,
	829	+	hereinafter known as the “Hospital”.
	830	+	CONTRACT
	831	+	Page 1 of 19
	832	+	1. Contract Number:
	833	+	NFPHC-OPS-23-C-00059
	834	+	2.Address
	835	+	Not-For-Profit Hospital
	836	+	Corporation Accounts Payable
	837	+	1310 Southern Avenue,
	838	+	S.E. Washington, D.C.
	839	+	20032
	840	+	3a. Effective Date: See 11C 4a. Requisition/Purchase Order/Task Order.
	841	+	4b. Department(s) Using Goods or Services: Operations, Food Services
	842	+	3b. Date work begins if different from
	843	+	Effective Date: 8/1/2023
	844	+	3c. Date of Council Approval:
	845	+	TBD
	846	+	5. Contractor:
	847	+	Morrison Management Specialist, Inc.
	848	+	3761 Commerce Drive, Suite 401
	849	+	Baltimore, MD 21227
	850	+	Attn: Scott Anthony
	851	+	Phone: 717-571-8859
	852	+	Email: Scott.Anthony@compass-usa.com
	853	+	6.Subject:
	854	+	This definitized 12-month Contract is for the management of the Food and Nutrition
	855	+	program
	856	+	at the Hospital and includes the initial 7-month letter contract, which was
	857	+	executed
	858	+	on February 12, 2024
	859	+	.
	860	+	- Letter contract: August 1, 2023 - February 29, 2024; $891, 076.67
	861	+	- Definitized contract: August 1, 2023 - July 31,
	862	+	2024; $1,527,560.00
	863	+	7. Base Year Fu
	864	+	nding Request: $1,527,560.00 (Total 12-month value)
	865	+	8. Number of Option Years: 3
	866	+	9
	867	+	.
	868	+	Section Description Section Description
	869	+	I “Contract Specifications”
	870	+	Part A. Price Schedule
	871	+	Part B. Scope of Work
	872	+	Part C. Period of Performance
	873	+	Part D. Administration
	874	+	.
	875	+	II “Contract Terms and Conditions”
	876	+	Part E. General Provisions
	877	+	Part F. Special Contract Requirements
	878	+	III “Technical Proposals” (if applicable)
	879	+	Part G. Technical Proposal
	880	+	10.CONTRACTOR
	881	+	By: Authorized Contractor Representative
	882	+	11.NOT-FOR-PROFIT HOSPITAL CORPORATION
	883	+	By: Authorized Contracting Officer
	884	+	10A. Name and Title: (Type or print):
	885	+	Tim Pierce, Chief Executive Officer,
	886	+	Healthcare
	887	+	11A. Name of Contracting Officer: Kendrick Dandridge, Contracting Officer
	888	+	10B. Signature: 10C. Date Signed 11B. Signature 11C. Date Signed
	889	+	12.GENERAL COUNSEL – LEGAL SUFFICIENCY
	890	+	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
	891	+	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
	892	+	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
	893	+	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
	894	+	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
	895	+	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
	896	+	ownership and management of the United Medical Center.
	897	+	Approved as to Legal Sufficiency: Date:
	898	+	Eric Goulet, NFPHC General Counsel
	899	+	13.CFO – CERTIFICATION OF FUNDS
	900	+	Certification of Funds: Date:
	901	+	Lilian Chukwuma, NFPHC Chief Financial Officer
	902	+	I hereby certify funds are sufficiently included in the District’s FY2023
	903	+	& FY2024 budget and financial plan to support this Contract.
	904	+	FOR INTERNAL PURPOSES
	905	+	ONLY
	906	+	OCFO REVIEW APPROVAL: NFPHC Budget Officer CEO REVIEW APPROVAL: NFPHC Chief Executive Officer DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6
	907	+	2/5/2024 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF
	908	+	2/7/2024
	909	+	2/9/2024
	910	+	2/9/2024 NOT-FOR-PROFIT HOSPITAL CORPORATION Page 2
	911	+
	912	+
	913	+
	914	+	SECTION I
	915	+	Contract Specifications
	916	+
	917	+
	918	+	Part A. PRICE SCHEDULE
	919	+	Part B. SCOPE OF WORK
	920	+	Part C. PERIOD OF PERFORMANCE
	921	+	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
	922	+
	923	+	PART A: PRICE SCHEDULE
	924	+	A.1 Base Year (prorated for five (5) months)
	925	+
	926	+	Contract Line
	927	+	Item No. (CLIN)
	928	+	Item Description
	929	+
	930	+	Monthly Pre-
	931	+	Bill
	932	+	Amount
	933	+	5-month
	934	+	Contract Not to
	935	+	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
	936	+
	937	+
	938	+	001
	939	+	Management Services Fee: calculated
	940	+	using the Not-to-Exceed (“NTE”)
	941	+	amounts from the below- listed categories
	942	+	assuming food service with the mutual
	943	+	agreement that although the Contractor
	944	+	shall collect and deposit all revenue from
	945	+	retail sales locations operated by
	946	+	Contractor (e.g. cafeteria), the Contractor
	947	+	shall provide a monthly credit to the
	948	+	Hospital. The amount of the credit will be
	949	+	total sales revenues less applicable sales
	950	+	taxes Contractor is required to remit in
	951	+	connection with those sales)
	952	+	LABOR – guarantee of 5 FTEs
	953	+	(Contractor employees) –
	954	+	ESTIMATED AT
	955	+	$214,112.08
	956	+	1 Director - Salary/benefits
	957	+	estimated at $58,965.83
	958	+	2 Dietitians - Salary/benefits
	959	+	estimated at $80,445.42
	960	+	1 Patient Manager -
	961	+	Salary/benefits estimated at
	962	+	$25,875.00
	963	+	1 Chef - Salary/benefits estimated
	964	+	at $48,825.83
	965	+	FOOD – ESTIMATED AT $202,767.08
	966	+	Patient Trays - estimated at $75,659.17
	967	+	Nourishments - estimated at $1,081.25
	968	+	Floor Stocks - estimated at $25,590.00
	969	+	Supplements - estimated at $7,809.17
	970	+	Café/retail - estimated at $61,876.67 Free
	971	+	meals - estimated at $0 Requisitions -
	972	+	estimated at $26,584.17 Catering -
	973	+	estimated at $4,166.67
	974	+	DIRECT COSTS - ESTIMATED AT
	975	+	$89,604.17
	976	+	Includes: office supplies; in-service
	977	+	training materials/supplies; employee
	978	+	physicals, testing and background checks
	979	+	for Contractor employees; laundry;
	980	+	cleaning/dishwashing supplies; kitchen
	981	+	paper/plastic;
	982	+	marketing/merchandising materials;
	983	+	$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
	984	+
	985	+	patient education materials; Contractor
	986	+	business licenses/permits (exclusive of
	987	+	licenses related to the service of
	988	+	alcohol); computer hardware/print
	989	+	paper for computers supplied by
	990	+	Contractor; small wares and tableware’s
	991	+	replacements; postage; uniforms;
	992	+	armored car services; bank charges
	993	+	(including credit card fees and debit
	994	+	card fees); dues and subscriptions for
	995	+	Contractor employees; and sanitation
	996	+	audit fees.
	997	+	CORPORATE SUPPORT – FIXED
	998	+	FEE AT $46,666.67
	999	+	Support from the Contractor’s corporate
	1000	+	personnel, including but not limited to
	1001	+	the District Manager, Regional Vice President, Regional
	1002	+	Dietitian and Customer Experience
	1003	+	Manager support, as well as IT
	1004	+	support for POS system implemented by
	1005	+	Morrison and e Finance
	1006	+	system.
	1007	+
	1008	+
	1009	+
	1010	+	0002
	1011	+	OTHER ALLOWABLE CHARGES
	1012	+	Late Fees - NTE 1% of amounts not paid
	1013	+	within 45 days of invoice
	1014	+	receipt
	1015	+
	1016	+
	1017	+	0003
	1018	+
	1019	+	LIMITATION OF LIABILITY
	1020	+
	1021	+	$83,333.33
	1022	+	TOTAL NOT TO EXCEED AMOUNT: $636,483.33
	1023	+
	1024	+
	1025	+	PART B: SCOPE OF WORK
	1026	+	B.1 The Contractor shall, as an independent contractor to the Hospital reporting to the Executive Vice
	1027	+	President of Hospital Operations, perform Management Services for the Food and Nutritional Services
	1028	+	Program and Department ("Services") at the Hospital:
	1029	+	(i) Cafeteria Meal Service Hours – Monday thru Friday
	1030	+	Breakfast 8:00AM -10:00AM
	1031	+	Grab-n-Go 10:00AM – 11:00AM
	1032	+	Lunch 11:00AM - 3:00PM
	1033	+	Saturday and Sunday – Closed
	1034	+
	1035	+	B.1.1 The Contractor Services shall include the provision of timely nutrition assessment,
	1036	+	counseling, nutrition education and diet instruction as ordered by the Hospital's medical staff and/or as defined
	1037	+	in the policies for the Hospital's Food and Nutrition Department (which policies shall be mutually agreed upon
	1038	+	by the parties). These clinical services shall meet the needs of the Hospital's patients – including Hospital
	1039	+	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
	1040	+
	1041	+	services to Hospital patients of various backgrounds, which affect nutritional preferences and habits.
	1042	+	B.1.2 The Contractor Services shall include nutrition and quality dietary intervention, in-
	1043	+	patient treatment. and quality meal service to patients, associates, visitors and guests.
	1044	+
	1045	+	B.1.3 The Contractor shall, via its management personnel, determine the specifications for and
	1046	+	order food and other supplies to be used in the Food and Nutritional Services Program and Department at the
	1047	+	Hospital. Contractor is entitled to utilize its national account or other vendor systems. If vendors extend to the
	1048	+	Contractor any credits or discounts, these shall be passed on to the Hospital. If vendors extend to the Contractor
	1049	+	any company- wide credits, fees or discounts including, without limitation, any early payment discounts,
	1050	+	contractor will be entitled to retain such credits, fees or
	1051	+	discounts.
	1052	+
	1053	+	B.1.4 The Contractor shall be responsible for a Hospital and regulatory r um of daily cleaning and
	1054	+	multiple daily cleaning as necessary of:
	1055	+
	1056	+	(a) Department Kitchen- Walls, Floors, Equipment, Refrigerators and freezers
	1057	+	(b) Department Storage – Floors, Walls, Shelving
	1058	+	(c) Department Cafeteria - Serving line / Equipment, serving line walls, serving line floors (kitchen
	1059	+	side)
	1060	+	(d) Department Dining Area - Furniture & Equipment
	1061	+	(e) Department Floor Stations – Equipment
	1062	+	(f) Department Receiving Area for Food and Nutrition - Pick up and spot-mop
	1063	+	(g) Non-public and non/non- customer portion of the areas where the employ Food and
	1064	+	Nutritional Services Program and Department for the Hospital perform work
	1065	+
	1066	+	B.1.5 Contractor shall provide the Hospital with advice and recommendations with respect to
	1067	+	improvements that the Hospital can make to the food service retail areas at the facility and the Hospital will
	1068	+	have sole discretion to determine what, if any, improvements will be made to those food service retail
	1069	+	areas.
	1070	+
	1071	+	B.1.6 The Contractor shall perform initial and ongoing training and education of Hospital Food
	1072	+	and Nutrition Staff to achieve the standards of quality as established in the Hospital's Food and
	1073	+	Nutrition Policy and Procedures manual and as determined by all regulatory agencies. Education needs
	1074	+	shall also be reported and suggestions as to achieving educational goals shall be identified and reported
	1075	+	on a monthly basis.
	1076	+
	1077	+	B.2 The Contractor shall deliver the following in accordance with the below performance metrics:
	1078	+
	1079	+	PERFORMANCE METRICS
	1080	+
	1081	+
	1082	+
	1083	+	QUALITY
	1084	+	1. Provide monthly reports with mutually agreed upon metrics, targets and associated action
	1085	+	plans. AH metrics and performance targets shall be mutually agreed upon by the parties
	1086	+	in writing within ninety (90) days of the Effective Date.
	1087	+	2. Maintain timely required training and certification of all applicable staff (100%) for
	1088	+	all mandatory sessions, annual safety training, job -specific competencies, patient
	1089	+	experience, and other hospital-required curricula. Contractor will have thirty (30)
	1090	+	days from date of discovery to cure any deficiencies with respect to trainings or
	1091	+	certifications. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF NOT-FOR-PROFIT HOSPITAL CORPORATION Page 7
	1092	+
	1093	+	3. Conduct employee performance evaluations (90-day and annual) within the required time
	1094	+	frame, b) the established hospital-determined due date.
	1095	+	4. Ensure ongoing compliance with accrediting body and regulatory agency requirements.
	1096	+	Submit required action plans and follow -up documentation within a commercially
	1097	+	reasonable time frame established by the hospital.
	1098	+
	1099	+
	1100	+	EFFICIENCY
	1101	+	1. Ensure nutritional assessments are performed within 24 hours of a physician order,
	1102	+	and when a Nurse screening: triggers the need for an assessment.
	1103	+	2. Ensure complete and timely clinical dietary documentation in accordance with
	1104	+	hospital policy, accreditation body standards and regulatory agency requirements.
	1105	+
	1106	+
	1107	+	CUSTOMER
	1108	+	SATISFACTION
	1109	+	1. Conduct an internal customer satisfaction survey within 90 days of contract execution.
	1110	+	All metrics and performance targets shall be mutually agreed upon bv the parties in
	1111	+	writing within ninety (90) days of the Effective Date
	1112	+	2. 100% compliance with hospital-wide customer service initiatives (e.g. Patient Experience
	1113	+	Program implementation initiatives)
	1114	+
	1115	+
	1116	+	B.2 Hospital Responsibilities -The Hospital shall have the following responsibilities:
	1117	+	B.3.1 The Hospital shall be responsible for cleaning and maintenance of Food and Nutritional
	1118	+	Service areas and portions where there is public or customer access.
	1119	+	B.3.2 The Hospital shall, at no cost under this Contract, continue to provide, in consultation with the
	1120	+	Contractor but at levels that are solely determined by the Hospital, sufficient numbers of Hospital employees to
	1121	+	support the Food and Nutrition Services at the Hospital and all such employee and employee-related costs shall
	1122	+	be paid for by the Hospital separate from this Contract.
	1123	+
	1124	+	B.3.3 The Hospital shall allow the Contractor use of the dietary areas of the Hospital and agrees to
	1125	+	maintain these areas and all items furnished for this program in good, clean, sanitary and working condition in
	1126	+	accordance with applicable law, and make all repairs or replacements to the facility and these areas at the
	1127	+	Hospital's expense as required (and paid for via Purchase order separate from this Contract), except that the
	1128	+	Contractor shall be responsible for any damage caused to the same if due to the negligence of a Contractor.
	1129	+
	1130	+
	1131	+	PART C: PERIOD OF PERFORMANCE
	1132	+	C.1 The term of the Definitized Contract shall be for a period of one year (August 1, 2023 - July 31, 2024) .
	1133	+
	1134	+	C.2 The total duration of this Contract, including the exercise of any option three (3) periods, shall not
	1135	+	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
	1136	+
	1137	+	PART D: CONTRACT ADMINISTRATION
	1138	+
	1139	+	D.1 The Contracting Officer for this Contract is:
	1140	+	Kendrick Dandridge
	1141	+	Contracting Officer
	1142	+	1310 Southern Avenue, SE
	1143	+	Washington, DC 20032
	1144	+	Telephone: 202-574-6000
	1145	+	Email: kdandridge@united-medicalcenter.com
	1146	+	D.2 The Contracting Officer’s Technical Representative (COTR) for this Contract is:
	1147	+	Tonia Johnson
	1148	+	Vice President of Operations
	1149	+	1310 Southern Avenue, SE
	1150	+	Washington, DC 20032
	1151	+	Telephone: 202-574-6000
	1152	+	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
	1153	+
	1154	+
	1155	+	SECTION II
	1156	+
	1157	+	CONTRACT TERMS
	1158	+	and CONDITIONS
	1159	+
	1160	+
	1161	+	Part E. GENERAL PROVISIONS
	1162	+	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
	1163	+
	1164	+	PART E: GENERAL PROVISIONS
	1165	+	E.1 GOVERNING LAW
	1166	+	This Contract, and any disputes arising out of or related to this Contract, shall be governed by, and
	1167	+	construed in accordance with, the laws of the District of Columbia, (without regard to its conflicts of
	1168	+	laws principles), except where federal law applies.
	1169	+	E.2 RESTRICTIONS ON HOSPITAL
	1170	+	This Contract in no way restricts the Hospital from participating in similar activities with other public
	1171	+	or private agencies, organizations, or individuals.
	1172	+
	1173	+	E.3 ENTIRE AGREEMENT
	1174	+	This Contract, including all attachments incorporated by reference, constitutes the entire understanding
	1175	+	and agreement of the parties as to those matters contained in it. No other oral or written understanding
	1176	+	shall be of any force or effect with respect to the subject matters contained herein or any of the terms
	1177	+	and provisions herein, unless attached to this Contract as an exhibit or set forth in a subsequent
	1178	+	amendment. The Contractor has not entered into this Contract in reliance on any promises, assurances,
	1179	+	agreements or commitments by Hospital other than those specifically set forth in this Contract.
	1180	+
	1181	+	E.4 SEVERABILITY
	1182	+	Should any provision of this Contract be held to be void, invalid, unenforceable or illegal by a court of
	1183	+	competent jurisdiction, the validity and enforceability of the other provisions will not be affected
	1184	+	thereby.
	1185	+	E.5 HEADINGS
	1186	+	The headings and captions contained in this Contract are inserted for convenience only and do not
	1187	+	constitute a part of this Contract.
	1188	+	E.6 NON-DISCRIMINATION
	1189	+	The Hospital and the Contractor agree to make no distinction for services covered by this Contract on
	1190	+	the basis of actual or perceived: race, color, religion, national origin, sex, age, marital status, personal
	1191	+	appearance, sexual orientation, gender identity or expression, familial status, family responsibilities,
	1192	+	matriculation, political affiliation, genetic information, disability, source of income, or place of
	1193	+	residence or business. (District of Columbia Human Rights Act, approved December 13, 1977, as
	1194	+	amended (D. C. Law 2- 38; D. C. Code §2- 1402.11)
	1195	+	E.7 WAIVER
	1196	+	Any waiver of any provision hereof shall not be effective unless expressly made in writing and
	1197	+	executed by the party to be charged. The failure of the Hospital or the Contractor to insist on
	1198	+	performance of any term or condition of this Contract shall not be construed as a waiver or
	1199	+	relinquishment of any rights granted hereunder or of the further performance of any such term,
	1200	+	covenant or condition, and the obligations of the Hospital and the Contractor with respect thereto shall
	1201	+	continue in full force and effect.
	1202	+	E.8 CONFIDENTIALITY
	1203	+	The parties shall at all times keep the terms of this Contract, the subject matter and existence thereof
	1204	+	and the transactions contemplated hereby and any documents received from each other party in
	1205	+	connection with the transaction confidential, except to the extent necessary: (a) to comply with
	1206	+	applicable law, (b) in connection with a judicial proceeding; or (c) to carry out that party’sobligations
	1207	+	set forth in this Contract. Any permitted disclosure to third parties shall indicate that the information
	1208	+	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
	1209	+
	1210	+	from providing copies of this Contract to their respective attorneys, financial advisors and tax advisors.
	1211	+	This provision shall survive the termination of this Contract.
	1212	+	E.9 COUNTERPARTS
	1213	+	This Contract may be executed in multiple counterparts, each of which shall be deemed an original,
	1214	+	and counterpart signature pages may be assembled to form a single original document.
	1215	+	E.10 ASSIGNMENT AND DELEGATION
	1216	+	The Contractor shall not assign its/his or her rights under this Contract or assign or delegate its/his or
	1217	+	her duties under this Contract without the Hospital’s prior written approval.
	1218	+
	1219	+	E.11 TAX MATTERS
	1220	+	The Hospital is exempt from and will not pay Federal Excise Tax, Transpiration Tax, and District of
	1221	+	Columbia Sales and Use Taxes. The Contractor shall be responsible for discovering and resolving its
	1222	+	own tax matters arising from this Contract.
	1223	+	E.12 AUTHORITY AND EXECUTION
	1224	+	By its/his or her signature, each of the persons signing this Contract represent that they have the
	1225	+	authority to execute this Contract and do hereby bind the party on whose behalf its/his or her execution
	1226	+	is made. Each Party represents that it is represented by counsel or had the opportunity to confer with
	1227	+	counsel about this Contract.
	1228	+	E.13 NO THIRD PARTY BENEFICIARIES
	1229	+	This Contract is intended exclusively for the benefit of the parties hereto, and is not intended to and
	1230	+	does not confer upon any third party any right, remedy or cause of action. All rights, remedies or
	1231	+	causes of action arising under this Contract shall be exercised exclusively by the parties hereto.
	1232	+
	1233	+	E.14 EXCLUSION FROM FEDERAL HEALTH CARE PROGRAMS
	1234	+	The Contractor represents and warrants that it has not been nor is about to be excluded from
	1235	+	participation in any Federal Healthcare Program. The Contractor agrees to notify Hospital within five
	1236	+	(5) business day of its/his or her receipt of a notice of intent to exclude or actual notice of exclusion
	1237	+	from any such program. The listing of the Contractor on the Office of Inspector General’s exclusion
	1238	+	list (OIG website) or the General Services Administration’s Lists of Parties Excluded from Federal
	1239	+	Procurement and Nonprocurement Programs (GSA website) for excluded individuals and entities shall
	1240	+	constitute “exclusion” for purposes of this paragraph. In the event that the Contractor is excluded from
	1241	+	any Federal Healthcare Program, this Contract shall immediately terminate. For the purposes of this
	1242	+	paragraph, the term “Federal Healthcare Program” means the Medicare program, the Medicaid
	1243	+	program, the Maternal and Child Health Services Block Grant program, the Block Grants for State for
	1244	+	Social Services program, any state Children’s Health Insurance program, or any similar program.
	1245	+	Further, the Contractor agrees to indemnify and hold the Hospital harmless from and against any loss,
	1246	+	liability, judgment, penalty, fine, damages (including punitive and/or compounded damages), costs
	1247	+	(including reasonable attorneys’ fees and expenses) incurred by the Hospital as a result of the
	1248	+	Contractor’s failure to notify the Hospital of the Contractor’s exclusion from any Federal Healthcare
	1249	+	Program.
	1250	+	E.15 INDEPENDENT CONTRACTOR RELATIONSHIP
	1251	+	The Contractor shall be an independent contractor of the Hospital during the term of this Contract and
	1252	+	not an employee or agent. The Contractor is not eligible for Hospital employee benefit plans and must
	1253	+	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
	1254	+	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
	1255	+
	1256	+	E.16 QUALITY AND WARRANTIES
	1257	+	E.16.1 Contractor’s workmanship shall be of the highest grade, and all materials provided under
	1258	+	this Contract shall be new, of the best quality and grade, and suitable in every respect for the
	1259	+	purpose intended.
	1260	+	E.16.2 Contractor warrants and covenants that all Goods and Services delivered: (i) do and will
	1261	+	conform with this Contract and all specifications; (ii) are and will be free from defects in
	1262	+	materials, workmanship and design; (iii) are and will be free from liens, restrictions,
	1263	+	reservations, security interests or encumbrances; (iv) are and will be suitable for, and perform
	1264	+	in accordance with, the particular purposes (A) for which they were purchased by Hospital and
	1265	+	(B) for which they were designed, manufactured or constructed; (v) do and will perform and
	1266	+	process date arithmetic and date/time data in a consistent and accurate manner, accepting and
	1267	+	responding to two- digit year-date input, correcting or supplementing as necessary, and in a
	1268	+	manner that is unambiguous as to century; (vi) do and will, to the extent Goods will be or are
	1269	+	used in combination with other Hospital software, hardware or firmware, properly interoperate
	1270	+	with the software, hardware or firmware, including, without limitation, the exchange of
	1271	+	date/time data; and (vii) with respect to Services only, will be provided by individuals that
	1272	+	have the expertise, skills, training and professional education to perform the Services in a
	1273	+	professional manner. Contractor will provide Hospital with the manufacturer’s new product
	1274	+	warranty, as applicable upon delivery of all goods.
	1275	+	E.16.3 Contractor will, at Hospital’s request and without additional expense to Hospital, promptly
	1276	+	correct defects or replace non-conforming Goods. If Contractor does not promptly correct
	1277	+	defects or replace non-conforming Goods, Hospital, after written notice to Contractor, may
	1278	+	make corrections or replace Goods and charge Contractor for the cost incurred.
	1279	+	E.16.4 Contractor warrants that neither Goods nor Services, nor Hospital’s use of Goods or Services,
	1280	+	will constitute an infringement of any patent, copyright, trademark, service mark, intellectual
	1281	+	property right or the misappropriation of any trade secret or the violation of a right of publicity
	1282	+	or a nondisclosure obligation.
	1283	+	E.16.5 Contractor warrants that Goods and Services requiring the use of any software or data provided
	1284	+	on a network or stand- alone desktop computer will not contain any software viruses or other
	1285	+	malicious computer instructions, devices or techniques that can or were designed to threaten,
	1286	+	infect, damage, disable or shut down a computer system or any component of a computer
	1287	+	system, including its security or user data. At Hospital’s request, Contractor will provide a
	1288	+	master copy of any software necessary to operate the Goods or Services in object code format
	1289	+	for comparison and correction.
	1290	+	E.17 LIMITATIONS ON LIABILITY
	1291	+	Hospital shall not be liable for special, indirect, consequential (including, but not
	1292	+	limited to, lost profits), exemplary or punitive damages arising out of or relating to this Contract.
	1293	+	Hospital’s liability for any claim of any kind arising out of or relating to this Contract will not exceed
	1294	+	the price of the goods or services giving rise to the claim.
	1295	+	E.18 INSPECTION OF SUPPLIES
	1296	+
	1297	+	E.18.1 Definition. “Supplies,” as used in this clause, includes, but is not limited to raw materials,
	1298	+	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
	1299	+
	1300	+	E.18.2 The Contractor shall be responsible for the materials or supplies covered by this contract until
	1301	+	they are delivered at the designated point. Upon the Contractor’s failure to cure within ten(10)
	1302	+	days after date of notification, the Hospital may return the rejected materials or supplies to the
	1303	+	Contractor at the Contractor’s risk and expense.
	1304	+	E.18.3 The Hospital has the right either to reject or to require correction of nonconforming supplies.
	1305	+	Supplies are nonconforming when they are defective in material or workmanship or otherwise
	1306	+	not in conformity with contract requirements. The Hospital may reject nonconforming supplies
	1307	+	with or without disposition instructions.
	1308	+	E.18.4 The Contractor shall bear all risk on rejected materials or supplies after notification of rejection.
	1309	+	The Contractor shall remove supplies rejected or required to be corrected. However, the
	1310	+	Contracting Officer may require or permit correction in place, promptly after notice, by and at
	1311	+	the expense of the Contractor. The Contractor shall not tender for acceptance corrected or
	1312	+	rejected supplies without disclosing the former rejection or requirement for correction, and
	1313	+	when required, shall disclose the corrective action taken.
	1314	+
	1315	+	E.18.5 If the Contractor fails to remove, replace, or correct rejected supplies that are required to be
	1316	+	replaced or corrected within ten (10) days, the Hospital may either (1) by contract or otherwise,
	1317	+	remove, replace or correct the supplies and charge the cost to the Contractor or (2) terminate
	1318	+	the contract for default. Unless the Contractor corrects or replaces the supplies within the
	1319	+	delivery schedule, the Contracting Officer may require their delivery and make an equitable
	1320	+	price reduction. Failure to agree to a price reduction shall be a dispute.
	1321	+
	1322	+	E.19 INSPECTION OF SERVICES
	1323	+	E.19.1 Definition. “Services” as used in this clause includes services performed, workmanship, and
	1324	+	material furnished or utilized in the performance of services.
	1325	+	E.19.2 The Contractor shall provide and maintain an inspection system acceptable to the Hospital
	1326	+	covering the services under this contract. Complete records of all inspection work performed by
	1327	+	the Contractor shall be maintained and made available to the Hospital during contract
	1328	+	performance and for as long afterwards as the contract requires. The Hospital has the right to
	1329	+	inspect and test all services called for by the contract, to the extent practicable at all times and
	1330	+	places during the term of the contract. The Hospital will perform inspections and tests in a
	1331	+	manner that will not unduly delay the work.
	1332	+	E.19.3 If the Hospital performs inspections or tests on the premises of the Contractor or subcontractor,
	1333	+	the Contractor shall furnish, without additional charge, all reasonable facilities and assistance
	1334	+	for the safety and convenient performance of these duties. If any of the services do not conform
	1335	+	to the contract requirements, the Hospital may require the Contractor to perform these services
	1336	+	again in conformity with contract requirements, at no increase in contract amount. When the
	1337	+	defects in services cannot be corrected by performance, the Hospital may require the Contractor
	1338	+	to take necessary action to ensure that future performance conforms to contract requirements
	1339	+	and reduce the contract price to reflect value of services performed.
	1340	+	E19.4 If the Contractor fails to promptly perform the services again or take the necessary action to
	1341	+	ensure future performance in conformity to contract requirements, the Hospital may (1) by
	1342	+	contract or otherwise, perform the services and charge the Contractor any cost incurred by the
	1343	+	Hospital that is directly related to the performance of such services, or (2) terminate the
	1344	+	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
	1345	+
	1346	+	E.20 NOTICE OF CLAIMS
	1347	+	E.20.1 The Hospital and the Contractor shall promptly inform the other of any information related to
	1348	+	this Contract, which could reasonably lead to a claim, demand or liability of or against the
	1349	+	Hospital or the Contractor by any third party.
	1350	+	E.20.2 An action other than an action for medical negligence or malpractice may not be maintained
	1351	+	against the Corporation for unliquidated damages to persons or property unless, within 6
	1352	+	months after the injury or damage was sustained, the claimant, his agent, or attorney has given
	1353	+	notice in writing to the CEO of the approximate time, place, cause, and circumstances of the
	1354	+	injury or damage. (D.C. Code §951.14(d))
	1355	+	E.20.3 The District of Columbia and its officers and employees shall not be liable for and may not be
	1356	+	made a party to any lawsuits or claims arising from the operation of the Corporation. (D.C.
	1357	+	Code §951.14(e))
	1358	+	E.21 INSURANCE
	1359	+	E.21.1 Contractor shall maintain general liability policies as appropriate, but not less than One
	1360	+	Million Dollars ($1,000,000.00) per occurrence, with excess coverage in an amount not less
	1361	+	than Three Million Dollars ($3,000,000.00) to cover claims in the aggregate.
	1362	+	E.21.2 Contractor shall maintain workers’ compensation insurance as prescribed by law and
	1363	+	employer’s liability insurance in an amount of not less than $100,000.00.
	1364	+	E.21.2 Contractor shall maintain unemployment insurance to the full extent required by
	1365	+	statute.
	1366	+	E.21.3 Contractor shall maintain automobile liability in an amount of at least One Million
	1367	+	Dollars ($1,000,000.00) combined single limit.
	1368	+	E.21.4 All such policies of insurance shall be written by companies authorized to conduct business in
	1369	+	the District of Columbia, have an AM Best Company rating of A- or higher, be primary and
	1370	+	non-contributory, and contain a waiver of subrogation. Contractor agrees that Hospital will
	1371	+	receive no less than thirty (30) days written notice prior to the cancellation, modification or
	1372	+	non-renewal of any insurance coverage, policy or policies. Contractor shall provide Hospital
	1373	+	with certificate(s) of insurance which evidences the coverage described herein, upon execution
	1374	+	of this Contract.
	1375	+	E.22 TERMINATION OF CONTRACT
	1376	+
	1377	+	E.22.1 Termination for Convenience: The Contracting Officer may cancel or terminate
	1378	+	performance of work under this Contract, or the entire Contract, at any time with thirty
	1379	+	(30) days’ written notice to the Contractor. In the event of such termination or
	1380	+	cancellation, the Contractor shall be paid for Services performed through the effective date
	1381	+	of the notice in accordance with the pricing and other requirements set forth in this
	1382	+	Contract.
	1383	+
	1384	+	E.22.2 Termination for Default:
	1385	+	The Hospital may, terminate the whole or any part of this
	1386	+	Contract, by written notice of default, in any one of the following circumstances: (1) If
	1387	+	the Contractor fails to make delivery of the supplies or to perform the services within
	1388	+	the time specified herein or any extension thereof; or (2) If the Contractor fails to
	1389	+	perform any of the other provisions of this contract, or so fails to make progress as to
	1390	+	endanger performance of this contract in accordance with its terms, and in either of
	1391	+	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
	1392	+
	1393	+	such longer period as the Contracting Officer may authorize in writing) after receipt of
	1394	+	notice from the Contracting Officer specifying such failure.
	1395	+	E.23 OPTION TO EXTEND
	1396	+	E.23.1 In accordance with Part C.2, the Hospital may, in its sole discretion and by written notice to
	1397	+	the Contractor, extend this Contract prior to the expiration of the then-current term. Although
	1398	+	the Hospital may provide preliminary written notice of its intent to exercise an option period
	1399	+	or some portion thereof, such preliminary notice does not commit the Hospital to any
	1400	+	extension.
	1401	+	E.23.2 All option period extensions are subject to the availability of appropriated funds at the time of
	1402	+	the exercise of the extension.
	1403	+	E.23.3 Should the Hospital exercise any option period or fraction thereof; the extended Contract shall
	1404	+	be considered to include this option provision.
	1405	+	E.24. INVOICES
	1406	+
	1407	+	E.24.1 The Hospital will make payments to the Contractor, upon the submission of proper invoices, at
	1408	+	the prices stipulated in this Contract, for supplies delivered and accepted or services performed
	1409	+	and accepted, less any discounts, allowances or adjustments provided for in this Contract.
	1410	+	E.24.2 The Contractor shall submit proper invoices on a monthly basis in arrears. Invoices shall be
	1411	+	prepared in duplicate and submitted to the Accounts Payable Department at the Hospital.
	1412	+	E.24.3 To constitute a proper invoice, the Contractor shall submit the following information on the
	1413	+	invoice: Contractor’s name, federal tax ID and invoice date (date invoices as of the date of
	1414	+	mailing or transmittal); Contract number and invoice number; Description, price, quantity and
	1415	+	the date(s) that the supplies or services were delivered or performed; Other supporting
	1416	+	documentation or information as required by the Contracting Officer; Name, title, telephone
	1417	+	number and complete mailing address of the responsible official to whom payment is to be
	1418	+	sent and the Contractor’s authorized signature.
	1419	+	E.24.4 The Hospital will pay the Contractor on or before the 60
	1420	+	th
	1421	+	day after receiving a proper invoice
	1422	+	from the Contractor.
	1423	+	E.25 METHOD OF PAYMENT
	1424	+
	1425	+	E25.1 Payments on partial performance: Payment may be made on partial performance of the Scope
	1426	+	of Work that is accepted by the Hospital if (i) the Contractor requests partial payment, (ii) the
	1427	+	Contracting Officer can reasonably ascertain the amount due for the accepted partial
	1428	+	performance of the Scope of Work; and (iii) the amount is no more than 50 percent of the total
	1429	+	Contract price.
	1430	+	E25.2 Payments on partial delivery and acceptance of each item: Payment may be made on partial
	1431	+	deliveries of goods and services accepted by the Hospital if: (i) The Contractor requests it, and
	1432	+	(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
	1433	+
	1434	+	a progress schedule or the agreed upon delivery schedule, and (iii) presentation of a properly
	1435	+	executed invoice.
	1436	+	E.25.3 Lump sum payment: Payment may be made on the full amount due the Contractor after (i)
	1437	+	Completion and acceptance of all work; and (ii) Presentation of a properly executed invoice.
	1438	+	The Contracting Officer may authorize equal monthly payments or periodic payments.
	1439	+
	1440	+	E.25.4 Payment for cost reimbursement Contracts, labor rate items and medical services: Payment
	1441	+	may be made for approved reimbursable items and for services which are provided on an
	1442	+	hourly labor rate bases when approved documentation, including verified timesheets and
	1443	+	receipts are submitted. Hourly rates shall be computed by multiplying the appropriate hourly
	1444	+	rates in Part A by the number of direct labor hours performed. Fractional parts of an hour
	1445	+	shall be payable on a prorated basis. The Hospital may use 27 DCMR 33 as guidance to
	1446	+	determine the appropriate cost reimbursement amounts.
	1447	+
	1448	+	E.26 CONTRACTING OFFICER
	1449	+
	1450	+	E.26.1 The Contracting Officer has the responsibility and authority outlined in the Hospital’s
	1451	+	Procurement Rules (27 DCMR 46), including but not limited to: (i) overall contract
	1452	+	administration; (ii) identifying and attempting to resolve issues or problems that arise during
	1453	+	contract performance; (iii) authorize contract payments; (iv) exercising contract options; (v)
	1454	+	terminating the contract; and (vi) modifying the contract.
	1455	+	E.26.2 The Contractor shall not comply with any order, directive or request that changes or modifies
	1456	+	the requirements of this contract, unless issued in writing and signed by the Contracting
	1457	+	Officer.
	1458	+	E.26.3 Any change or request made without authorized approval shall be considered to have been
	1459	+	made without authority and no adjustment will be made in the contract price to cover any
	1460	+	cost increase incurred as a result thereof.
	1461	+	E.26.4 The Contractor (i) will be fully responsible for any changes not authorized in advance, in
	1462	+	writing, by the Contracting Officer; (ii) may be denied compensation or other relief for any
	1463	+	additional work performed that is not so authorized; and may also be required, at no additional
	1464	+	cost to the Hospital, to take all corrective action necessitated by reason of the unauthorized
	1465	+	changes.
	1466	+	E.27 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)
	1467	+	E.27.1 The COTR is responsible for general administration of this Contract including ensuring all
	1468	+	work conforms to the requirements of the Contract; coordinating site entry for Contractor
	1469	+	personnel; reviewing invoices to ensure completed work or goods delivered are consistent with
	1470	+	the Contract and that progress is satisfactory and commensurate with the rate of expenditure.
	1471	+
	1472	+	E.27.2 The COTR shall have the authority to:
	1473	+	- advise the Contracting Officer as to the Contractor’s compliance or noncompliance with
	1474	+	this Contract
	1475	+	- review the Contractor’s invoices to ensure performance is consistent with this Contract
	1476	+	- certify that goods and services have been received satisfactorily
	1477	+	E.27.3 The COTR shall not have the authority to:
	1478	+	- award, agree to, or sign any delivery order or task order associated with this Contract
	1479	+	- 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
	1480	+
	1481	+	- grant deviations from or waive any of the terms and conditions of this Contract
	1482	+	- increase the dollar limit of this Contract
	1483	+	- authorize work beyond the dollar limit or stated scope of this Contract,
	1484	+	- authorize the expenditure of funds by the Contractor in connection with this Contract
	1485	+	- change the period of performance of this Contract
	1486	+
	1487	+	E.28 LICENSURES & CERTIFICATIONS
	1488	+	The Contractor shall comply with all applicable District of Columbia business and professional
	1489	+	licensing and certification requirements, D.C. Department of Consumer and Regulatory Affairs,
	1490	+	Department of Health Facility Licenses, Department of Health Professional Licenses. All such
	1491	+	licenses and certifications shall be provided to Hospital upon Contract execution.
	1492	+	E.29 BACKGROUND CHECKS
	1493	+	The Contractor shall comply with all applicable federal and District of Columbia criminal background
	1494	+	check requirements. This includes the Criminal Background Check Amendment Act of 2006 (D.C.
	1495	+	Code § 3- 1205.22), and its implementing regulations, 17 DCMR 85, and the Health-Care Facility
	1496	+	Unlicensed Personnel Criminal Background Check Act of 1998 (D.C. Code § 44-552), as amended by
	1497	+	the Health-Care Facility Unlicensed Personnel Criminal Background Check Amendment Act of 2002,
	1498	+	and its implementing regulations, 22 DCMR 47B. Evidence of such background checks shall be
	1499	+	provided to Hospital upon Contract execution.
	1500	+
	1501	+	E.30 HIPAA & BUSINESS ASSOCIATE AGREEMENT
	1502	+
	1503	+	E.30.1
	1504	+	The Contractor agrees to comply with the medical records laws of the District of
	1505	+	Columbia and the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C.
	1506	+	§ 1320d to 1320d-7 (“HIPAA”) and the final regulations implementing the privacy
	1507	+	provisions of HIPAA, 45 C.F.R. Parts 160 and 164 as amended from time to time.
	1508	+	E.30.2 The Hospital’s Business Associate Agreement is incorporated into and made a part of this
	1509	+	Contract. NFPHC -BAA
	1510	+
	1511	+	E.30.3 The Contractor agrees to comply with the regulations for confidentiality of alcohol and drug
	1512	+	abuse treatment records covered under 42 U.S.C. § 2.1- .67 (“Part 2 Regulations”).
	1513	+	E.30.4 The Contractor agrees to comply with the requirements of the D.C. Mental Health Information
	1514	+	Act of 1978 (D.C. Code § 7-1201.01-1208.07).
	1515	+
	1516	+
	1517	+	PART F: SPECIAL CONTRACT REQUIREMENTS
	1518	+
	1519	+	F.1 ANTI-DEFICIENCY ACTS.
	1520	+	This Contract shall be interpreted in accordance with and pursuant to the provisions of (i) the federal
	1521	+	Anti-Deficiency Act, 31 U.S.C. §§ 1341, 1342, 1349-1351 1511-1519 (2008) (“Federal Anti-Deficient
	1522	+	Act”), and D.C. Code §§ 1- 206.03(e) and 47- 105; (ii) the District of Columbia Anti- Deficiency Act,
	1523	+	D.C. Code §§ 47- 355.01 – 355.08 (“D.C. Anti-Deficiency Act”); (iii) Section 446 of the District of
	1524	+	Columbia Home Rule Act, D.C. Code § 1- 204.46 (collectively, as amended from time to time, “Anti-
	1525	+	Deficiency Acts”. Under the Anti-Deficiency Acts, the Hospital cannot obligate itself to any financial
	1526	+	commitment in any present or future year unless the necessary funds to pay that commitment have
	1527	+	been appropriated by the Congress of the United States (“Congress”) and are lawfully available for the
	1528	+	purpose committed at the time of expenditure. Thus, pursuant to the Anti-Deficiency Acts, nothing in
	1529	+	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
	1530	+
	1531	+	for such purpose, and the Hospital’s legal liability for the payment of any amount under this Contract
	1532	+	does not and may not arise or obtain in advance of the lawful availability of appropriated funds for the
	1533	+	applicable fiscal year as approved by Congress.
	1534	+
	1535	+	F.2 INDEMNITY PROVISIONS
	1536	+	The Hospital cannot and does not agree to unfunded Contract provisions, including those that provide
	1537	+	for the Hospital to indemnify the Contractor, its agents, employees, invitees, successors, or assigns.
	1538	+
	1539	+	F.3 CONTINGENT FEES
	1540	+	The Hospital cannot and does not agree to enter into contingent fee contracts, unless the fee amount is
	1541	+	limited to a specified amount adequately covered by an available appropriation at the time of contact
	1542	+	award.
	1543	+	F.4 CONTRACTS IN EXCESS OF ONE MILLION DOLLARS OR MULTIYEAR CONTRACT.
	1544	+	Any contract involving expenditures in excess of $l, 000,000.00 in a twelve (12) month period or any
	1545	+	multiyear contract shall not be binding or give rise to any claim or demand against the Hospital until
	1546	+	approved by the Council of the District of Columbia and signed by the Contracting Officer.
	1547	+
	1548	+	F.5 FISCAL YEAR FUNDS.
	1549	+	Any contract that extends beyond the Hospital’s fiscal year is subject to the appropriation of funds for
	1550	+	the contract purposes.
	1551	+	F.6 FREEDOM OF INFORMATION ACT.
	1552	+	The District of Columbia Freedom of Information Act (D.C. Code §2-532 (a -3)) requires the
	1553	+	Hospital to make available for inspection and copying any record produced or collected pursuant
	1554	+	to a Hospital contract with a private contractor to perform a public function, to the same extent as
	1555	+	if the record were maintained by the agency on whose behalf the contract is made. If the
	1556	+	Contractor receives a request for such information, the Contractor shall immediately send the
	1557	+	request to the COTR who will provide the request to the FOIA Officer for the agency with
	1558	+	programmatic responsibility in accordance with the D.C. Freedom of Information Act. If the
	1559	+	agency with programmatic responsibility receives a request for a record maintained by the
	1560	+	Contractor pursuant to the contract, the COTR will forward a copy to the Contractor. In either
	1561	+	event, the Contractor is required by law to provide all responsive records to the COTR within the
	1562	+	timeframe designated by the COTR. The FOIA Officer for the agency with programmatic
	1563	+	responsibility will determine the releasability of the records. The Hospital will reimburse the
	1564	+	Contractor for the costs of searching and copying the records in accordance with D.C. Code §2-
	1565	+	532 and Chapter 4 of Title 1 of the D.C. Municipal Regulations.
	1566	+	F.7 HOSPITAL NOT BOUND BY PREDECESSOR’S AGREEMENTS.
	1567	+	The Contractor acknowledges that the Hospital is not a party to any agreement between the Contractor
	1568	+	and the previous for-profit owners of the Hospital facility, and that the Hospital does not assume and is
	1569	+	not bound by any agreement between the Contractor and the for-profit entity.
	1570	+
	1571	+	F.8 The Contractor shall perform all duties hereunder in compliance with applicable federal, and District
	1572	+	of Columbia, laws, rules and regulations, including, but not limited to:
	1573	+	F.8.1 Hospital Medical Staff bylaws, policies, procedures, rules, and regulations (for medical
	1574	+	services)
	1575	+	F.8.2 Hospital policies, procedures, rules, and regulations
	1576	+	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
	1577	+
	1578	+	F.8.4 Center for Medicare and Medicaid Services regulations, rules, and conditions of participation
	1579	+	F.8.5 Hospital’s Procurement Rules (27 DCMR 46; May 27, 2011)
	1580	+	F.8.6 District of Columbia Quick Payment Act of 1984, as amended (D.C. Code § 2-221.01)
	1581	+	F.8.7 Service Contract Act, 41 USC 351(a); U.S. Department of Labor
	1582	+	F.8.8 D.C. Living Wage Act Of 2006 (D.C. Code §§ 2-220.01- .11)
	1583	+	D.C. Department of Employment Services
	1584	+	F.8.9 Department of Labor Wage Rates. U.S. Department of Labor
	1585	+	F.8.10 The Buy American Act (41 U.S.C. § 10a)
	1586	+
	1587	+	F.9 D.C. DEPARTMENT OF SMALL AND LOCAL BUSINESS DEVELOPMENT
	1588	+	The Contractor shall comply with all applicable Subcontracting Plan requirements. [Required for all
	1589	+	construction and non-construction Hospital contracts over $250,000.] D.C. Department of Small and
	1590	+	Local Business Development Subcontracting Plan (Section 43, page 34) Form
	1591	+
	1592	+	F.10 D.C. DEPARTMENT OF EMPLOYMENT SERVICES FIRST SOURCE PROGRAM
	1593	+	The Contractor shall comply with all applicable First Source Program requirements. [Required for
	1594	+	contracts over $300,000.] D.C. Department of Employment Services First Source Employment Plan
	1595	+
	1596	+	F.11 STANDARD CONTRACT PROVISIONS
	1597	+	The Standard Contract Provisions for use with the Not-for Profit-Hospital Corporation Supplies and
	1598	+	Services Contracts, dated December 27, 2010, are incorporated into and a part of this Contract.
	1599	+	Standard Contract Provisions
	1600	+	F.12 ORDER OF PRECEDENCE
	1601	+	Any conflict in language or any inconsistencies in this Contract shall be resolved by giving precedence
	1602	+	to the document in the highest order of priority which contains language addressing the issue in
	1603	+	question. The following sets forth in descending order of precedence documents that are hereby
	1604	+	incorporated into this Contract by reference and made a part of the Contract:
	1605	+	F12.1 Sections I and II of this Contract
	1606	+	F12.2 Standard Contract Provisions for Use with Not-for-Profit Hospital Corporation Supplies and
	1607	+	Services Contracts dated December 27, 2010.
	1608	+	F12.3 Section III (Contractor’s Technical and Price Proposals)
	1609	+
	1610	+	F13. DISCLOSURE OF INTERESTS
	1611	+	Disclosure of Interests. In order to permit compliance with federal anti-referral statutes and regulations
	1612	+	commonly known as Stark laws (42 U.S.C. Section 1395nn), as those statutes and regulations may be
	1613	+	amended from time to time, Contractor shall provide to Hospital, upon execution of this Contract, with
	1614	+	information sufficient to disclose any ownership, investment or compensation interest or arrangement
	1615	+	of Contractor, each Contractor Provider, or the immediate family members of any Contractor Provider,
	1616	+	in any entity providing "designated health services", as that term is defined in applicable statutes and
	1617	+	regulations. Such information shall be provided by completing and signing Exhibit B, attached hereto
	1618	+	and incorporated herein. In addition, Contractor shall immediately inform Hospital of any other
	1619	+	arrangements that may present a conflict of interest or materially interfere with Contractor's
	1620	+	performance of its duties under this Contract. Hospital may exercise its right to terminate this Contract
	1621	+	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
	1622	+
	1623	+	does constitute a conflict of interest or that materially interferes with (or is reasonably anticipated to
	1624	+	interfere with) Contractor's performance under this Contract.
	1625	+
	1626	+	F14. COOPERATION IN LITIGATION
	1627	+	To the extent that the interests of the parties are not adverse to each other, each party's employees,
	1628	+	agents, representatives, and attorneys shall cooperate fully with the other party, its duly authorized
	1629	+	employees, agents, representatives, and attorneys, to investigate, defend, or prosecute incidents
	1630	+	involving ·potential claims, claims for injuries, and lawsuits. Notwithstanding the foregoing, no party
	1631	+	shall be required to disclose information that is subject to attorney-client privilege, attorney work
	1632	+	product protection. The parties agree that the obligations of both parties under this Section shall survive
	1633	+	termination or expiration of this Contract. DocuSign Envelope ID: 95D7A508-8B8F-42BB-BE03-129E417621C6 DocuSign Envelope ID: 7DAEDA78-7EF2-4012-9544-3E4F032C4AFF