ENROLLED ORIGINAL 1 A RESOLUTION 25-496 IN THE COUNCIL OF THE DISTRICT OF COLUMBIA May 7, 2024 To declare the existence of an emergency with respect to the need to approve Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital Corporation, commonly known as United Medical Center, and Morrison Management Specialists, Inc., to provider food and nutrition management services, and to authorize payment for the services received and to be received under the contract. RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this resolution may be cited as the “Contract No. NFPHC-OPS-23-C-00059 between the Not-for- Profit Hospital Corporation and Morrison Management Specialists, Inc., Approval and Payment Authorization Emergency Declaration Resolution of 2024”. Sec. 2. (a) There exists an immediate need to approve Contract No. NFPHC-OPS-23-C- 00059 (“Contract”) between the Not-for-Profit Hospital Corporation (“Hospital”) and Morrison Management Specialists, Inc. (“Morrison”) to provide food and nutrition management services to the Hospital and to authorize payment for the services received and to be received under this Contract. (b) As the Hospital moves rapidly toward closure, sole sourcing to incumbent vendors wherever possible and within fiscal limitations has become the preferred approach to stabilizing critical services without disrupting patient care. Accordingly, when the prior engagement for these services approached expiration in July 2023, the Hospital selected the incumbent vendor, Morrison, as its preferred vendor for a new contract that would likely continue until the facility closes in early 2025. (c) To avoid a lapse in these critical services while also providing additional time for detailed negotiations of a new 12-month base contract, the Hospital sought to quickly execute a letter contract with Morrison. Despite the good faith and timely efforts of both parties, attempts to finalize early drafts of the letter contract were unsuccessful largely due to the Hospital’s looming wind-down and eventual closure. Fluctuating patient and staff volumes, higher vendor costs even for incumbents, and continuing fiscal limitations made service level and associated cost determinations extremely difficult. Morrisons’s change in leadership also contributed to the significant delay. ENROLLED ORIGINAL 2 (d) The parties executed the letter contract on February 12, 2024, in the amount of $891,076, for a 7 month base period, from August 1, 2023 to February 29, 2024. (e) The parties subsequently completed negotiations for the remaining 5 months, from March 1, 2024 to July 31, 2024, in the amount of $636,483.22. (f) The proposed definitized base year of the Contract has a value of $1,527,560 and requires Council approval because the aggregate value exceeds $1 million in a 12-month period. (g) Without Council approval, Morrison cannot be paid for these critical services provided and to be provided in excess of $1 million. Sec. 3. The Council determines that the circumstances enumerated in section 2 constitute emergency circumstances making it necessary that the Contract No. NFPHC-OPS-23-C-00059 between the Not-for-Profit Hospital Corporation and Morrison Management Specialists, Inc., Approval and Payment Authorization Emergency Act of 2024 be adopted after a single reading. Sec. 4. This resolution shall take effect immediately.