November1,2023 TheHonorablePhilMendelson Chairman,CounciloftheDistrictofColumbia JohnA.WilsonBuilding 1350PennsylvaniaAvenue,N.W. Suite504 Washington,DC20004 ‘DearChairmanMendelson: EnclosedforconsiderationandapprovalbytheCounciloftheDistrictofColumbiais ‘Modification1toContractNo.NFPHC-HL-23-CbetweentheNot-for-ProfitHospital CorporationandGeorgeWashingtonUniversityMedicalFacultyAssociates,Inc.,Approvaland PaymentAuthorizationEmergencyActof2023,andModification|toContractNo.NFPHC- HL-23-CbetweentheNot-for-ProfitHospitalCorporationandGeorgeWashingtonUniversity ‘MedicalFacultyAssociates,Inc.ApprovalandPaymentAuthorizationEmergencyDeclaration Resolutionof2023,fortheprovisiontoprovideInpatientHospitalistsServices(“Contract”). ‘CouncilactionisnecessarytoapproveModification1,whichseekstoexerciseOptionYear1in theamountof$5,978,204.84fora12-monthperiod(October1,2023toSeptember30,2024).The proposedmodificationisretroactiveduetotheextendednegotiatingperiodneededtosecurethe incumbentvendorduringtheHospital’spendingwinddown.Continuedapprovalisvitalto avoidingamajordisruptioninthesecriticalpatientcareservices. ‘Asalways,Iamavailabletodiscussanyquestionsyoumayhaveregardingthissubmittal.Inorder tofacilitatearesponsetoanyquestionsyoumayhave,pleasehaveyourstaffcontactmeat(202) 574-6611.Ilookforwardtoafavorableconsiderationonthiscontract. Sincerely, Cegyetns: Bue Row, Payne-Borden ExecutiveOfficer Not-for-ProfitHospitalCorporation Enclosure 1310SOUTHERNAVENUE,SEWASHINGTON,0.C,20032-4623+202.574.6000+—WWWLUNITED-MEDICALCENTER.COM 1 2 airman Phil Mendelson 3 on behalf of the Not-for-Profit 4 Hospital Corporation 5 6 7 8 9 AB~L 10 11 12 13 14 IN THE COUNCIL OF THE DISTRICT OF COLUMBIA 15 16 17 18 19 To approve, on an emergency basis, Modification 1 to Contract No. NFPHC-HL-23-C 20 the Not-for-Profit Hospital Corporation, commonly known as United Medical 21 Center ("Hospital") and George Washington University Medical Faculty 22 Associates, Inc., (" GW MFA") to provide Inpatient Hospitalists Service s, and to 23 authorize payment for the services received and to be received under the Contract. 24 25 BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, 26 That this act may be cited as the "Modification 1 to Contract No. NFPHC-HL-23-C 27 between Not-for-Profit Hospital Corporation and George Washington University Medical 28 Faculty Associates, Inc., ("GW MF A") Approval and Payment Authorization Emergency 29 Act of 2023". 30 Sec. 2. Pursuant to section 451 of the District of Columbia Home Rule Act, 31 approved December 24, 1973 (87 Stat. 803; D.C. Official Code § 1-204.51 ), and 32 notwithstanding the requirements of section 202 of the Procurement Practices Reform 33 Act of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code§ 2-352.02), 34 the Council approves Modification 1 to Contract No. NFPHC-HL-23-C between the Not- 35 for-Profit Hospital Corporation and George Washington University Medical Faculty 2 Associates, Inc., (“GW MFA”) to provide Inpatient Hospitalists Services, and authorizes 36 payment for the services received and to be received under this Contract and payment in 37 the amount of $5,978,204.84. 38 Sec. 3. Fiscal impact statement. 39 The Council adopts the fiscal impact statement of the Chief Financial Officer as 40 the fiscal impact statement required by section 4a of the General Legislative Procedures 41 Act of 1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-42 301.47a). 43 Sec. 4. Effective date. 44 This act shall take effect following approval by the Mayor (or in the event of veto 45 by the Mayor, action by the Council to override the veto), and shall remain in effect for 46 no longer than 90 days, as provided for emergency acts of the Council of the District of 47 Columbia in section 412(a) of the District of Columbia Home Rule Act, approved 48 December 24, 1973 (87 Stat. 788; D.C. Official Code § 1- 204.12(a)). 49 50 1 GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of Contracting and Procurement Pursuant to section 202(c-1) of the Procurement Practices Reform Act of 2010, as amended, D.C. Official Code § 2-352.02(c-1), the following contract summary is provided : COUNCIL CONTRACT SUMMARY (Retro) (A) Contract Number: Contract No. NFPHC- HL-23-C Proposed Contractor: George Washington University Medical Faculty Associates, Inc., (“GW MFA”) Contract Amount : Modification 1: $5,978,204.84 Unit and Method of Compensation: Monthly with proper invoices Term of Contract: October 1, 2023 to September 30, 2024; retroactive Type of Contract: Fixed Fee, with monthly reconciliation Source Selection Method: Sole Source under 27 DCMR 4618 (B) For a contract containing option periods, the contract amount for the base period and for each option period. If the contract amount for one or more of the option periods differs from the amount for the base period, provide an explanation of the reason for th e difference: - Base Period: o Initial letter Contract: $538,075.58 (October 1, 2022 to October 31, 2022) o Total Definitized contract: $6,018,096.73 (October 1, 2022 - September 30, 2023) ; Council approved (A24-719) - Option Year 1 o Modification 1: $5,978,204.84 ( October 1, 2023 to September 30, 2024) (C) The goods or services to be provided, the methods of delivering goods or services, and any significant program changes reflected in the proposed contract: 2 The provision to provide the Inpatient Hospitalists for a period from October 1, 2023 to September 30, 2024. Through the duration of this contract UMC will pay out of pocket $4,806,489.84 and the balance up to $1,171,715.00 from billing collections for 12 months. (D) The selection process, including the number of offerors, the evaluation criteria, and the evaluation results, including price, technical or quality, and past performance components: This Contract was sole sourced under 27 DCMR 4618 because UMC couldn't afford to experience disruption with these urgent services, especially given the pending wind down. George Washington University Medical Faculty Associates is the incumbent vendor and can provide the Inpatient Hospitalists services without any lapse. (E) A description of any bid protest related to the award of the contract, including whether the protest was resolved through litigation, withdrawal of the protest by the protestor, or voluntary corrective action by the District. Include the identity of the protestor, the grounds alleged in the protest, and any deficiencies identified by the District as a result of the protest: There were no protests associated with this procurement. (F) The background and qualifications of the proposed contractor, including its organization, financial stability, personnel, and performance on past or current government or private sector contracts with requirements similar to those of the proposed contract: Medical Faculty Associates, Inc. - Background and Qualifications Medical Faculty Associates, Inc. ("MFA") is a leading healthcare provider across the Washington Metropolitan region. MFA serves as the administrative and contracting organization for The George Washington University's ("GWU") 800 academic and community physicians. With experts across over 50 clinical specialty and subspecialty areas, MFA serves patients and families from across the Washington Metropolitan region. MFA faculty provides services to many communities and health care institutions including The George Washington University Hospital, Children's National Health System, Walter Reed National Military Medical Center, INOVA Health and more. MFA provides a variety of office and hospital-based services for adult patients including Emergency Medicine, Hospitalist, Radiology, Anesthesiology, Critical Care, Pathology, Obstetrics and Gynecology, Pain Management, Psychiatric, and Surgical services. Description and Organizational Philosophy MFA is a 501(c)(3), not-for-profit, locally controlled, physician-led tax-exempt organization. MFA has over 2,150 employees and is comprised of 13 clinical Departments that makeup a large integrated multispecialty group. Affiliated with The George Washington University, MFA has grown to become one of the largest independent physician practices. Affiliated with The George Washington School of Medicine and Health Sciences ("GWSMHS"), MFA is committed to the goals of providing superior healthcare, advancing knowledge and training future caregivers. MFA's 3 physicians teach and mentor medical students, residents and researchers at GWSMHS which was the first medical school in the nation's capital and the eleventh oldest in the United States. (G) The period of performance associated with the proposed change, including date as of which the proposed change is to be made effective: October 1, 2023 - September 30, 2024. Should the Council approve the proposed change, it will be deemed effective retroactive to Oct 1, 2023. (H) The value of any work or services performed pursuant to a proposed change for which the Council has not provided approval, disaggregated by each proposed change if more than one proposed change has been aggregated for Council review: The value of work performed pursuant to Modification 1 is $308,113.97 (I) The aggregate dollar value of the proposed changes as compared with the amount of the contract as awarded: The aggregate value of the of the proposed Modification 1: $5,978,204.84 (J) The date on which the contracting officer was notified of the proposed change: July 20, 2023 (K) The reason why the proposed change was sent to Council for approval after it is intended to take effect: Additional time to negotiate was required to avoid a lapse in critical emergency department services. (L) The reason for the proposed change: To exercise the next option year. (M) The legal, regulatory, or contractual authority for the proposed change: NFPHC Contracting Authority; NFPHC Establishment Act; Home Rule Act. (N) A summary of the subcontracting plan required under section 2346 of the Small, Local, and Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code § 2- 218.01 et seq . (“Act”), including a certification that the subcontracting plan meets the minimum requirements of the Act and the dollar volume of the portion of the contract to be subcontracted, expressed both in total dollars and as a percentage of the total contract amount: 4 UMC has worked diligently with DC Department of Small and Local Business Development (DSLBD) to find CBEs to provide these services, but past efforts were unsuccessful. There is no subcontracting plan because of the critical need and highly specialized nature of the services to be provided. UMC will continue to do its best, yet acknowledges that as the closure nears, procurement opportunities will become more limited and avoiding disruption to major services more paramount. (O) Performance standards and the expected outcome of the proposed contract: The Contractor's performance will be monitored by the Not-for-Profit Hospital Corporation Interim CEO and Chief Nursing Officer. The performance standards are as outlined in the proposed Contract and as required by applicable local, federal, industry, and licensing entities. (P) The amount and date of any expenditure of funds by the District pursuant to the contract prior to its submission to the Council for approval: The amount of funds used prior to submission is $0. (Q) A certification that the proposed contract is within the appropriated budget authority for the agency for the fiscal year and is consistent with the financial plan and budget adopted in accordance with D.C. Official Code §§ 47- 392.01 and 47- 392.02: See enclosed fiscal certification from the OCFO. (R) A certification that the contract is legally sufficient, including whether the proposed contractor has any pending legal claims against the District: See enclosed legal certification from UMC Counsel. (S) A certification that Citywide Clean Hands database indicates that the proposed contractor is current with its District taxes. If the Citywide Clean Hands Database indicates that the proposed contractor is not current with its District taxes, either: (1) a certification that the contractor has worked out and is current with a payment schedule approved by the District; or (2) a certification that the contractor will be current with its District taxes after the District recovers any outstanding debt as provided under D.C. Official Code § 2- 353.01(b): See enclosed Clean Hands Certification. (T) A certification from the proposed contractor that it is current with its federal taxes, or has worked out and is current with a payment schedule approved by the federal government: The proposed contractor has certified its compliance. (U) The status of the proposed contractor as a certified local, small, or disadvantaged business enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq .: 5 The Contractor is not certified as a local, small, or disadvantaged business enterprise. (V) Other aspects of the proposed contract that the Chief Procurement Officer considers significant: All relevant aspects of the proposed Contract are enclosed. (W) A statement indicating whether the proposed contractor is currently debarred from providing services or goods to the District or federal government, the dates of the debarment, and the reasons for debarment: As of September 16, 2023, the Contractor does not appear on the District or Federal Excluded Parties List. (X) Any determination and findings issues relating to the contract’s formation, including any determination and findings made under D.C. Official Code § 2- 352.05 (privatization contracts): None. (Y) Where the contract, and any amendments or modifications, if executed, will be made available online: The Hospital's website is currently being upgraded and the Hospital intends to post the executed Contract as soon as possible. Until then, the contract remains available onsite. (Z) Where the original solicitation, and any amendments or modifications, will be made available online: The Hospital's website is still being upgraded and the Hospital intends to post the executed Contract as soon as possible. Until then, the Contract is available onsite. 1101 4 th Street, SW Washington, DC 20024 Date of Notice:October 3, 2023 L0010310677Notice Number: FEIN: **-***0700 Case ID: 1670273 Government of the District of Columbia Office of the Chief Financial Officer Office of Tax and Revenue MEDICAL FACULTY ASSOCIATES INC 2150 PENNSYLVANIA AVE NW WASHINGTON DC 20037-3201 Branch Chief, Collection and Enforcement Administration Authorized By Melinda Jenkins To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the “Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section. CERTIFICATE OF CLEAN HANDS As reported in the Clean Hands system, the above referenced individual/entity has no outstanding liability with the District of Columbia Office of Tax and Revenue or the Department of Employment Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore this Certificate of Clean Hands is issued. TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES CHAPTER 28 GENERAL LICENSE SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT D.C. CODE § 47-2862 (2006) § 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT 1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov COPY Government of the District of Columbia Office of the Chief Financial Officer MEMORANDUM To: Jacqueline Payne- Borden, Chief Executive Officer CC: Kendrick Dandridge, Contracting Officer From: Lilian Chukwuma, CFO – Not-for-Profit Hospital Corporation Date: October 31, 2023 Re: Modification 1 to Contract No. NFPHC-HL-23-C between Not-for-Profit Hospital Corporation and George Washington University Medical Faculty Associates, Inc., (“GW MFA”) Approval and Payment Authorization Emergency Act of 2023 The Not-for-Profit Hospital Corporation (NFPHC) intends to contract with George Washington University Medical Faculty Associates, Inc., (“GW MFA”) for the provision of Inpatient Hospitalists services. The Proposed Modification 1 of Contract No. NFPHC-HL-23-C has a contract value of $5,978,204.84 for a 12- month period, October 1, 2023 – September 30, 2024. The Office of the Chief Financial Officer hereby certifies that the funds are included in the NFPHC FY 2024 budget. UMC 1310 SOUTHERN AVENUE, SE WASHINGTON, D.C. 20032 -4623 • 202-574-6000 • WWW.UNITED-MEDICALCENTER.COM NOT-FOR-PROFIT HOSPITAL CORPORATION MEMORANDUM To: Jacqueline Payne-Borden Chief Executive Officer CC: Kendrick Dandridge Contracting Officer From: Eric Goulet General Counsel Reference: Modification 1 to Contract No. NFPHC -HL-23-C between Not-for-Profit Hospital Corporation and George Washington University Medical Faculty Associates, Inc., (“GW MFA”) Approval and Payment Authorization Emergency Act of 2023 Date: October 31, 2023 Subject: Legal Sufficiency I have reviewed the above- referenced Modification 1 to Contract No. NFPHC -HL-23-C between the Not-for-Profit Hospital Corporation, commonly known as United Medical Center (“Hospital”), and George Washington University Medical Faculty Associates, Inc., for the provision to provide I npatient Hospitalists services. I hereby certify that it appears to be legally sufficient. Please be advised that my finding is premised on the Contracts being submitted to and approved by the Council of the District of Columbia. DocuSign Envelope ID: 65512C5C-C88F-4C20-AA05-98569A45956D NOT-FOR-PROFIT HOSPITAL CORPORATION, commonly known as United Medical Center, an instrumentality of the District of Columbia government, hereinafter known as the “Hospital”. CONTRACT MODIFICATION/ CHANGE ORDER Page 1 of 3 NFPHC-HL-23-C-0001A 2. Address (Send invoices here) 3a. Effective Date: 4. Requisition/Purchase Order/Task Order/Modification Number: Not-For-Profit Hospital Corporation United Medical Center – Accounts Payable 1310 Southern Avenue, S.E. Washington, D.C. 20032 10/01/2023 Modification #1 3b. Date of Council Approval: N/A 5. Department(s) Using Goods or Services: 6. Contractor: name; address; phone number and email address Medical Faculty Associates, Inc. 2150 Pennsylvania Avenue NW Washington, DC 20037 7. Subject: Modification to exercise Option Year One (OY1) for the provision to provide Inpatient Hospitalists Services at the Hospital twenty-four (24) hours per day, from October 1, 2023 to September 30, 2024, reporting to the assigned Hospital Administrative Staff. 8. Exercise of Option X Change Order Supplemental Agreement Letter Contract/ Contract Extension Other: 9. Modification/Change Order Amount: $5,978,204.84 (Out-of-Pocket from UMC $ 4,806,489.84 + Up to $1,171,715.00 from Billing Collections for 12 months) 10. Total Contract Amount: $5,978,204.84 11. The parties hereby agree to exercise this Mod 1 to this certain Contract for FY 24 as follows: a. OPTION YEAR 1 Contract Line Item Number (CLIN) Description Monthly Amount Annual Not-to- Exceed Amount 0001 Primary Provider Costs 8 Physicians - Days; 2 Physicians - Nights; 2 Mid-Level-Days; 2 Mid-level4nights; 1 float physician to cover surges in census, emergencies, PTO 0.9 additional staff $400,540.82 $4,806,489.84 TOTAL AMOUNT: $4,806,489.84 * Total value of the contract is $5,978,204.84. Medical Faculty Associates, Inc. receives and keep up to $1,171,715.00 of collections for this agreement (NFPHCHL- 23-C-0001) and excess collection over the agreement will revert to UMC. b. Performance Metrics: 1. VTE MEASURES . . . . . . . 90% COMPLIANCE • VTE DX o D/C ON BLOOD THINNERS o MEDICATION D/C INSTRUCTIONS • HOSPITAL ACQUIRED VTE o PROPHYLAXIS ON ADMISSION 2. PRESS GANEY SCORES . . . . . . . 100% COMPLIANCE o MONTHLY COMPOSITE SCORES ABOVE 50% 3. REVIEW OF DENIALS . . . . . . . 80% COMPLIANCE o PARTICIPATE IN APPEALS PROCESS INCLUDING PEER -TO-PEER DocuSign Envelope ID: 987E45C7-81A2-4DB5-B515-FA1DD23E15BC 4. COMPLETION OF DOCUMENTATION PER MEDICAL STAFF BYL AWS, INCLUDING BHU H&Ps . . . . . . . 90% COMPLIANCE 5.COMPLIANCE WITH MEDICAL NECESSITY (Shared Performance) . . . . . . . 90% COMPLIANCE COORDINATION OF CARE o APPROPIRATENESS OF ADMISSION o APPROPRIATE LEVEL OF CARE There will be a three (3) month grace period from the commencement of the contract before any penalties are to be levied. During this time, the Hospital will review and make any necessary adjustments in any particular areas prior to moving forward. This will include assessing nursing and ancillary staffing, consultation availability and other support services. For any measure that falls below the indicated level of compliance for any given quarter, there will be a $1,000.00 penalty assessed against the next months payment. For the shared performance metric, if performance falls below the compliance level for any given quarter, both services will incur a $1,000.00 penalty to be assessed against the following months payments. If there are any disputes or mitigating factors that significantly impact the ability to comply with the performance metrics as stated, those concerns are to be forwarded to the Chief Medical Officerand/or the Assistance Chief Medical Officer for review and final determination. There will be no bonus payments for any performance above the stated levels of compliance as this is the level of care that is expected under the terms of the contractual agreement. However, penalties may be waived by improved performance above the compliance level for the corresponding metric for the quarter immediately following. *All other Contract terms shall remain in full force and effect. 12.Name of Contractor: Signature: _________________________________ Date: 13.Signature of Contracting Officer: Kendrick Dandridge, Contracting Officer Signature: ___________________________________ Date: 14. GENERAL COUNSEL – LEGAL SUFFICIENCY This contract appears legally sufficient. Please be advised that my finding is premised on the Contract receiving any and all requisite approvals. In additions, the Hospital continues to work with other District agencies to determine the most effective manner for all involved to achieve their respective legislative mandates while the Hospital strives to meet: (i) its Establishment Act purposes (D.C Official Code §44-95 I.02(b)): (ii) the Hospital Board of Directors approved Strategic Plan (all thirteen Councilmembers introduced the Sense of the Council Not-for-Profit Hospital Corporation Transformation and Sustainability Resolution of 2014 (PRO-731)), which expressed the desire that the Hospital move swiftly to implement the strategic plan); and (iii) its clarified District government charged legislative mandate in the Fiscal Year 2015 Budget Support Emergency Act of 2014 (B20-849), which required the Hospital move forward expeditiously with improving UMC operations and soliciting proposals for private sector takeover of the ownership and management of the United Medical Center. Legal Sufficiency: _________________________________________ Date: ________________ Eric Goulet, NFPHC General Counsel 15. CERTIFICATION OF FUNDS Signature: ________________________________ Date: ____________ Lilian Chukwuma, NFPHC CFO I hereby certify funds are sufficiently included in the District’s FY 2024 budget and financial plan to support this Contract. FOR INTERNAL PURPOSES ONLY OCFO REVIEW APPROVAL : ________: NFPHC Budget Officer CEO REVIEW APPROVAL : _______: NFPHC Chief Executive Officer Christopher Smedley, MPM Chief Clinical Affairs and Strategy Officer 09/29/2023DocuSign Envelope ID: 987E45C7-81A2-4DB5-B515-FA1DD23E15BC 10/2/2023 10/3/2023 10/3/2023