CA26-0008 Proposed Contract with Second Family, Inc. to Contract No…

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MURIEL BOWSER
MAYOR
January 9, 2024
The Honorable Phil Mendelson
Chairman, Council of the District of Columbia
1350 Pennsylvania Avenue NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code §
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
proposed definitive Contract No. DCRL-2024-C- 0082 with Second Family, Inc. (“SFI”) in the
not-to-exceed amount of $2,289,607.75. The period of performance is from October 2, 2024,
through October 1, 2025.
Under the propose d contract, SFI will continue to provide residentia l service s for a medically
fragile dual diagnosed minor who is currently in the custody of the District.
My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please have your staff
contact Ebony C. Terrell, Chief Contracting Officer, Child and Family Services Agency, at (202)
724-7509.
I look forward to the Council’s favorable consideration of this contract.
Sincerely,
Muriel Bowser
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GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement

Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, as amended, D.C.
Official Code § 2-352.02(c), the following contract summary is provided:

COUNCIL CONTRACT SUMMARY
(Letter Contract or Emergency Contract)

(A) Contract Number: DCRL-2024-C-0082

Proposed Contractor: Second Family, Inc. (SFI)

Proposed Contractor’s Principals: Shilda Frost

Contract Amount (Base Period): Not-to Exceed $2,289,607.75

Unit and Method of Compensation: Daily per Diem Rate with cost reimbursement Component.

Term of Contract: October 2, 2024 through October 1, 2024

Type of Contract: Fixed-Priced Contract with Cost Reimbursement Component

Source Selection Method: Sole Source

(B) For a contract containing option periods, the contract amount for the base period and for each
option period. If the contract amount for one or more of the option periods differs from the
amount for the base period, provide an explanation of the reason for the difference:

Base Period Amount: Not-To-Exceed $2,289,607.75

Option Period 1 Amount: Not-To-Exceed $2,289,607.75
Explanation of difference from base period (if applicable):

Option Period 2 Amount: Not-To-Exceed $2,289,607.75
Explanation of difference from base period (if applicable):

Option Period 3 Amount: Not-To-Exceed $2,289,607.75
Explanation of difference from base period (if applicable):

Option Period 4 Amount: Not-To-Exceed $2,289,607.75
Explanation of difference from base period (if applicable):

(C) The date on which the letter contract or emergency contract was executed:
The letter contract was executed on October 2, 2024.
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(D) The number of times the letter contract or emergency contract has been extended:

There have been no extensions of the letter contract.

(E) The value of the goods and services provided to date under the letter contract or emergency
contract, including under each extension of the letter contract or emergency contract:

The letter contract was executed in the not-to-exceed amount of $759,684.94

(F) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:

Under the proposed contract, SFI shall provide Residential Services for a Medically Fragile Dual
Diagnosed Minor who is a 13yr old nonverbal, medically fragile male with acute complex medical
conditions, including End Stage Renal Disease (ESRD) secondary to Nephrotic Syndrome, Acute
Gastroenteritis, posterior reversible encephalopathy syndrome, psychogenic non-epileptiform seizures,
dilated cardiomyopathy as well as ADHD who is currently in the custody of the District. There is no
significant program changes reflected in the proposed contract.

(G) 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 is a sole source contract because CFSA could not locate and identify a contractor who is
immediately available and capable of providing the services needed, as mentioned above in Section C.
CFSA staff applied to the provider’s facilities below. All the followin g facilities denied the youth
placement: Cumberland Hospital for Children and Adolescents, Texas Neuro Rehab Center/Bluebonnet
Unit, and Lakeside Neurologic. As a result, CFSA issued this Sole Source Contract.

(H) 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:

No protest was received.

(I) The background and qualifications of the proposed c ontractor, 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:

Second Family, Inc. (SFI) was founded in 1994 by Shilda Frost, with the help of her family and friends,
as a non -profit organization to provide care for children abandoned to live in hospitals and nursing
homes most of their lives due to their medical conditions. Shilda, a Registered Nurse with more than
40 years of nursing experience, had been a foster parent specializing in caring for medically fragile
children for approximately 15 years, eventually adopting two of the children. Medically fragile children
became her motivation to open SFI; with the help of her family and friends, she wanted to provide a
home-like environment where many other special needs children could live as normal a life as possible
within their limitations. SFI has expanded to 10 homes and presently occupies two separate campuses
in Capital Heights, MD and Bowie, MD. SFI is now able to provide residential and therapeutic services,
including 24-hr., 365 days per year nursing care for 24- hr. medically fragile, technology-dependent,
3

and Intellectually- developmentally-disabled (IDD) children ages 0-20 and 9 months. They are the only
contractor that can meet the District’s minimum need without disruption at this time

(J) 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:

The Department of Small and Local Business Development approved a waiver of the subcontracting
requirement for this procurement.

(K) Performance standards and the expected outcome of the proposed contract:

The performance standards for the contract are set forth in the contract. The contractor shall provide all
the necessary labor, personnel, equipment, materials, facility, functional and technical expertise, and
management strategies to provide Residential Services for a Medically Fragile Dual Diagnosed Minor
in accordance with the provisions contained in the contract. The contractor shall provide these services
in accordance with all existing federal and District of Columbia laws, rules, and regulations, including
appropriate District licensure requirements, and consistent with policies, procedures and standards
promulgated by CFSA. The contractor shall meet all expected outcomes of the proposed contract to
stabilize the youth and move him to a less restrictive placement setting.

The contractor shall also comply with all federal and District laws, regulations and standards governing
child welfare, including those established by the agency and under the Adoptions and Safe Families
Act. The contractor shall also comply with the Health Insurance Portability and Accountability Act of
1996 requirements.

(L) 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:

A letter contract was awarded on 10/2/2024 in the not-to-exceed amount of $759,684.94.

(M) 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:

The Agency Financial Officer has certified that the agency has in its approved budget for fiscal year
2025 and has sufficient funds to meet the obligations of the proposed contract on November 11, 2024.

(N) A certification that the contract is legally sufficient, including whether the proposed contractor
has any pending legal claims against the District:

The District of Columbia Office of the Attorney General has certified that the proposed contract is
legally sufficient. The contractor has no pending legal claims against the District.

(O) 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
4

contractor is not current with its District taxes, either: (1) a certification that the contracto r has
worked out and is current with a payment schedule approved by the District; or (2) a certification
that the contract or 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):

The contractor is in compliance with the District’s taxes as evidenced by its Clean Hands Certification
dated December 3, 2024.

(P) 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 contractor, SFI, has certified that it is current with its federal taxes in accordance with the signed
Bidder/Offeror Certification dated August 29, 2024.

(Q) The status of the proposed contractor as a certified loca l, small, or disadvantaged busi ness
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise Developm ent
and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq.:

The contractor is not a certified SBE.

(R) Other aspects of the proposed contract that the Chief Procurement Officer considers significant:

None.

(S) 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:

SFI is not currently debarred or suspended from contracting with the District or federal government
based on searches conducted September 16, 2024 on the Office of Contracting and Procurement’s
excluded parties list, the System for Award Management and the Office of the Inspector General’s
websites.

(T) 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):

The Determination and Findings (“D&F”) for Price Reasonableness dated 12/3/2024, D&F for
Contractor Responsibility dated 12/3/2024, D&F for Letter Contract dated 10/2/2024, D&F for and the
Determination for Sole Source dated 10/2/2024, D&F for Cost Reimbursement dated 12/3/2024.

(U) Where the contract, and any amendments or modifications, if executed, will be made available
online:

The executed contract will be posted on the Office of Contracting and Procurement’s (“OCP”) website
at: www.ocp.dc.gov

(V) Where the original solicitation, and any amendments or modifications, will be made available
online:
N/A - this is a sole source contract.
1101 4th Street, SW
Washington, DC 20024
Date of Notice: December 3, 2024 L0012928690Notice Number:
FEIN: **-***4091
Case ID: 18375656

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
SECOND FAMILY INC
4611 ASSEMBLY DR STE N
LANHAM MD 20706-4837

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
Child and Family Services Agency
Office of Finance
MEMORANDUM
TO: Tanya T. Trice
Interim Director
Child and Family Services Agency
FROM: Justin Kopca
Agency Fiscal Officer
Child and Family Services Agency
DATE:
SUBJECT: Certification of Funds Availability (NON-PATEO)
Total Contract Value: $2,289,607.75
The Office of the Chief Financial Officer hereby certifies that the sum of $2,283,335.60 is included in the
District’s Local Budget and Financial Plan for Fiscal Year 2025 to fund the costs associated with the
CFSA’s contract with Second Family, Inc (SFI), to provide Residential Services for a Medically
Fragile Dual Diagnosed Minor. This certification supports the SFI’s contract during the period from
October 2, 2024 through September 30, 2025. The fund allocation is as follows:
Vendor: Second Family, Inc. Contract No.: DCRL-2024-C-0082
Fiscal Year 2025 Funding: 10/2/2024 through 10/1/2025
Agency Fund Program Cost Center Account Amount
RLO 1010001 700254 70407 1000171 $2,283,335.60
FY 2025 Contract Total: $2,283,335.60
Funding for the period October 1, 2025 through October 1, 2025 totaling $6,272.16 will be subject to the
availability of funds in the District’s Local Budget and Financial Plan for Fiscal Year 2026.
Upon approval of the District’s Local Budget and Financial Plan by the Council and the Mayor and
completion of the thirty-day Congressional layover, funds will be sufficient to pay for fees and costs
associated with the contract. There is no fiscal impact associated with the contract.
Should you have any questions, please contact me at 202-724-7415.
Headquarters: 20 0 I Street, SE  Washington, D.C. 2000 3  202-442-6100
www.cfsa.dc.gov  http://dc.mandatedreporter.org  www.adoptdckids.org
11 / 12 / 2024
400 6th Street NW, Suite 9100, Washington, DC 20001 (202) 727-3400

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General

ATTORNEY GENERAL
BRIAN L. SCHWALB

Commercial Division

REVISED MEMORANDUM

TO: Sarina Loy
Associate Director
Office of Policy and Legislative Affairs

FROM: Robert Schildkraut
Section Chief
Government Contracts Section

DATE: January 8, 2025

SUBJECT: Approval of Contract to Provide Residential Services for a Minor in Custody
of the District
Contract Number: DCRL-2024-C-0082
Contractor: Second Family, Inc.
Proposed Amount: NTE $2,289,607.75

This is to Certify that this Office has reviewed the above- referenced Contract and that we have
found it to be legally sufficient. If you have any questions in this regard, please do not hesitate to
call me at (202) 724-4018.

______________________________
Robert Schildkraut

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Child and Family Services Agency
.... --
CONTRACTS AND PROCUREMENT ADMINISTRATION
Shilda Frost, RN
President
Second Family, Inc.
4600 Forbes Blvd, Suite 410
Lanham, MD 20706
Dear Ms. Frost:
Reference: Letter Contract
Contract No.: DCRL-2024-C-0082
Service: Residential Medically Fragile Services
1. The Government of the District of Columbia, Child and Family Services Agency (CFSA,
Agency or District), is contracting with Second Family, Inc., herein referred to as the
Contractor, wherein the Contractor agrees to provide Residential Services for Medically Fragile
Dual Diagnosed CFSA Client with a wide range of medical conditions and require 24-hour
monitoring, set forth in Attachment B; Scope of Work.
2. This is a Single Available Source contract with a firm fixed fee with a cost reimbursement
component. The District will pay Second Family Inc., for the number of clients in placements
on a monthly basis, based on the Pricing Schedule as set forth in Section B.
3. The District intends to definitize this letter contract within 120 days from the Date of Award
shown in Section 7, at which time this letter contract shall merge with the definitized contract.
Before the expiration of the 120 days, the contracting officer may authorize an additional
period in accordance with section 2425.9 of the Procurement Regulations (27 DCMR 2425.9).
If the District does not definitize this letter contract within 120 days from the date of award of
this letter contract or any extensions thereof, this letter contract shall expire. In the event of
expiration of this letter contract, the District shall pay Contractor for the services performed
under this letter contract in an amount not to exceed seven hundred fifty-nine thousand, six
hundred eighty-four dollars and ninety-four cents ($759,684.94). In no event shall the amount
paid under this letter contract, or any extensions thereof, exceed 50% of the total definitized
contract amount.
4. The duration of the definitized contract shall be one year from the date of award of this letter
contract. The District shall pay Contractor for the services performed during the duration of
the definitized contract in an amount not to exceed $2,289,607.75.
5. Contractor shall perform under this letter contract pursuant to the terms of the following
documents that are hereby incorporated by reference and made a part of this contract, which
in the event of a conflict shall be resolved by giving precedence in the order of priority listed
below:
10 / 02 / 2024
‘SeoondFamily,tne enerConszactNo.:BCRL-2024-C-0082ResidentServicesforModizallyFragileDealDigguosedMinor
SECTION B: CONTRACT TYPE,SUPPLIESOR SERVICES AND PRICE/COST
BA —_-‘TheGovernmentoftheDistrictofColumbia,Child,andFamilyServicesAgency(CFSA)iscontractingwithSecondFamilyInc.,toprovideinpatientResidentialServicesforaMedicallyFragileDualDiagnosedMinor.
B2 TheDistrictcontemplatestoawardanIndefiniteQuantity/IndefiniteDelivery(IDIQ)contractinaccordancewith27DCMR Chapter24.1,withpaymentassetforthinSectionB.3,PriceSchedule
B3 PRICE SCHEDULE:

|Contract
Line UnitPrice
ItemNo. (perdayper Max#| Maximum
(CLIN) Services client)_| Hoars/Day| ofDays| TotalPrice
0001__|MedicallyFragilePerDiemRate 1732.35 > 120_|$207,882.00
SupplementalServices:
0002 | CostReimbursement-Nurse 125 16 120_|$240,000.00
0003 | CostReimbursement-CNA/CMT:DSP. 15 32 120 | $288,000.00
0004_| CostReimbursement-ArtTherap: 200 34__|$6,857.14
0005__|CostReimbursement-Dietician 1Lot $2,014.29
0006__| Cost Reimbursement-PPE/Supplies 1 Lot $4,931.51
0007__|CostReimbursement-Start-Up-Cost LLot $10,000.00
I
‘TotalNotToExceedAmount $759,684.94
B31 BASE YEAR -DateofAwardthrough120-Days
B4 INDEFINITEDELIVERY- INDEFINITEQUANTITY (DIO)CONTRACT
B.4.1ThisisanIDIQcontractforthesuppliesorservicesspecified,andeffectivefortheperiodstated.DeliveryorperformanceshallbemadeonlyasauthorizedbyordersissuedinaccordancewiththeOrderingClause,G.10.TheContractorshallfinishtotheDistrict,whenandifordered,thesuppliesofservicesspecifiedintheScheduleuptoandincludingthemaximumquantityof1.TheDistrictwillorderafleasttheminimumquantityofone(1)each.Thereisnolimitonthenumberofordersthatmaybeissued.Thecontractorshallnotfurnishanyservicesthatexceedthedollaramountspecifiedintheorderwithoutreceivingproofofadditionalfindingavailability.TheDistrictmayissueordersrequiringdeliverytomultipledestinationsorperformanceatmultiplelocations.
B4.2TheContractorshallcompleteanyoderissnedduringtheeficetiveperiodofthiscontract.ThecontractshallgoverntheContractor'sandDistrict'srightsandobligationswithrespecttothatordertothesameextentasiftheorderwerecompletedduringthecontract'seffectiveperiod.
SecondFamilyInc. ‘LaterContractNosDERI-202S-C-0092‘ResidentalServicesforMeitellyFragilePutDiagnosedMiso
BS
BS
B52
BS.2.1
BS3
B31
B5.3.2
Bo
B.6.1
B62
B63
BO4
B65
PAYMENT/REIMBURSEMENT METHODS
Therearetwo(2)payment/reimbursementcomponentsassociatedwiththiscontract.TheProviderswillbepaidseparatelyforResidentialServicesforMedicallyFragileDualDiagnosedMinor;a
pre-setroomandboardrate,andallremainingcostswillbereimbursedaftertheyhavebeenexpendedandreportedviaCostReimbursement.Individualitemsofcostsmay notbe
paid/teimbursedfrommorethanonepayment/reimbursementcomponent,
DailySupervisionPerDiem
TheProvidershailbepaidmonthlyfortheDailySupervisionper-diem,whichincludesthecosts
ofwages/salariesandfringebenefitofstaffprovidingdailysupervision.
CostReimbursement
‘TheProviderwillbepaidmonthlyonacostreimbursablebasisforthecostofnegotiatedbudgetedlineitemsanc¥orservicesthatarcnotincludedincitherthedailysupervisionperdiem.
TheProviderwillbereimbursedforcoststhatarcsupportedandsubstantiatedaftertheyhavebeenexpendedandreportedbytheProviderwithintheamountssetforthinSectionB.3andas,showninthecorrespondingProposalListedasAttachmentJ.7.TheCostReimbursementinvoicesshallbesubmittedonamonthlybasisandwillbepaidwithoutregardtonumberofchildrenplacedduringthemonth.ThemonthlyCostReimbursementissubjecttomonthlyreconciliationandwillbeadjusted,ifrequired.
TheProvidersshallnotmark-upthecostreimbursementallowableexpensesonthiscontractwithindirectcostofoverhead,general,andadministrativecost.Profitmaynolbechargedagainstcostreimbursementexpensesunderthiscontract.Tangibleitemschargedunderthecost
reimbursementCLIN0002through0007(suchasskillednursingservices,supportservices,arttherapist,personalprotectiveequipmentandindividualsupplies,onetimestart-up-cost,dietician
services,overthecounterdrugs,pharmaceuticalsandmedicalsupplies).
COST REIMBURSEMENT CEILING
CLIN0002through0007ofthecontractsetforththeceilingamountforthecostelementofthecontract(“ceiling’).
TheamountforperformingthiscostclementofthecontractshallnotexecedtheceilingsspecifiedinCLIN0002through0007,
TheContractoragreestouseitsbesteffortsloperformtheworkspecifiedinthiscontractandtomeetallobligationsunderthiscontractwithinthecostreimbursementceiling.
The Contractormust notifythe CO, in writing;whenever ithas reason to believethatthe total
costfortheperformanceofthiscontractwillbeeithergreaterorsubstantiallylessthanthecostreimbursementceiling.
Aspattofthenotification,theContractormustprovidetheCOa revisedestimateofthetotalcostofperformingthiscontract.
‘SecondFamilyTne. ‘etterComractNox:DCRL-2024-C-0082‘ResldentetServicesforMeticallyFragiteDuttDiggnasedMinor
B66
B67
BES
B69
B6.10
B6.11
BI
B71
TheDistrictisnotobligatedtoreimbursetheContractorforcostsincurredinexcessofthecostreimbursement ccilingspecifiedin SectionB.3.,and the Contractorisnot obligatedtocontinue
performance under thiscontract(includingactionsunder theTerminationclausesofthis contract),
or otherwiseincurcostsinexcess of the costreimbursement ceilingspecifiedin SectionB.5.3.3,
untiltheCO notifiestheContractor,inwriting,thattheestimatedcosthasbecnincreasedandprovidesrevisedcostreimbursementceilingforperformingthiscontract.

Nonotice,communication,orrepresentationinanyformfromanypersonotherthantheCO shall
changethecostreimbursementceiling.Intheabsenceofthespecifiednotice,theDistrictisnotobligated(oreimbursetheContractorforanycostsinexcessofthecostsreimbursementceiling,
whethersuchcostswereincurreddutingthecourseofperformanceorasa resultoftermination.
‘IfanycostreimbursementceilingspecifiedinSectionB.3isincreased,anycoststheContractor
incursbeforetheincreasethatareinexcessofthepreviouscostreimbursementceilingshallbeallowabletothesameextentasifincurredafterward,unlesstheCO issuesaterminationorother
noticedirectingthattheincreaseissolelytocoverterminationorotherspecifiedexpenses,
‘AchangeordershallnotbeconsideredanauthorizationtoexceedtheapplicablecostreimbursementccilingspecifiedinSectionB.3,unlessthechangeorderspecificallyincreasesthecostreimbursementceiling.
Onlycostsdeterminedinwritingtobereimbursableinaccordancewiththecostprinciplessetforthin rulesissuedpursuantto TitleV of the Procurement PracticesReform Actof 2010 shall
‘bereimbursable,
ThecontractorshallinvoiceandwillbereimbursedmonthlyforcoststhataresupportedandsubstantiatedaftertheyhavebeenexpendedandreportedbytheProviderwithintheamountsset
forlhinSectionB.3andasshowninthecorrespondingbudgetforms.SupportingDocuments
forthecostreimbursablelineitemsasapprovedinthebudgetmayincludebularenotlimitedtothefollowing;skillednursingservices,supportservices,arttherapist,personalprotectiveequipmentandindividualsupplies,dieticianservices,start-up-cosl,overthecounterdrugs,pharmaceuticalsandmedicalsupplies.
NONPROFIT FAIR COMPENSATION ACT OF 2026
NONPROFIT FAIRCOMPENSATION ACT OF 2020,D.C.Code§2-22.01etseq.
‘Nonprofilorganizations,asdefinedintheAct,shallincludeintheirralestheindirectcostsincurredinprovisionofgoodsorperformanceofservicesunderthiscontractpursuanttothenonprofitorganization'sunexpiredNegotiatedIndirectCostRateAgreement(NICRA).Ifa nonprofitorganizationdoesnothaveanunexpiredNICRA,thenonprofitorganizationmay
electtoinsteadincludeinitsratesitsindirectcosts:
(1)Ascalculatedusingademinimisrateof10%ofalldirectcostsunderthiscontract;(2)Bynegotiatinganewpercentageindirectcostratewiththeawardingagency;
SecondFamily,tne. LasterContactNin:DCRL-2024-C-0082[ResldewdalSersleesforMotealyFragileDuo}DiagnosedMinor
(3)AscalculatedwiththesamepercentageindirectcostrateasthenonprofilorganizationnegotiatedwithanyDistrictagencywithinthepast2years;however,anonprofitorganizationmayrequest
torenegotiateindirectcostsratesinaccordancewithB.7.2;or(4)Ascalculatedwithapercentagerateandbaseamount,determinedbyacertifiedpublicaccountant,asdefinedintheAct,using(henonprofitorganization'sauditedfinancialstatementsfromthe
immediatelyprecedingfiscalyear,pursuanttotheOMB UniformGuidance,andcertifiedin
writinghythecertifiedpublicaccountant.

B.7.2_Ifthiscontractisfundedbyafederalagency,indirectcostsshallbeconsistentwiththerequirementsforpass-throughentitiesin2C-F-R.§200,331,oranysuccessorregulations.
B.5.3.TheContractorshallpayitssubcontractorswhicharenonprofitorganizationsthesameindirectcos!tatesasthenonprofilorganizationsubcontractorswouldhavereceivedasaprimecontractor.

**4ENDOF SECTION B***
SecondFamily,Ine. LetterContractNasDRE-2ON-C0082[ResldeatalServicesforMedicallyFragiteDualDiognosedMinor
Cl
Cdl
C12
C13
C14
CLS
C2
C21
C22
C23
C24
C25
SCOPE OF WORK
TheGovernmentoftheDistrictofColumbia,Child,andFamilyServicesAgency(CFSA)isseekingtoutilizeSecondFamilyInc.,toprovideinpatientResidentialServicesfora Medically
FragileDualDiagnosedMinor.
TheResidentialServicesforMedicallyFragileDualDiagnosedMinoratSecondFamily,Ine.serveschildrenwithawiderangeofmedicalconditions,includingheartdisease,chroniclungdiscasc,childrenrequiringenteralfeeds,andcomplicationsofprematurity.TherespitepatientsadmittedtoSecondFamilymustmeetthecurrentadmissioncriteriaofthehome;medicallyfragilechildrenhavespecialhealthcareneedsthatrequiremedicalmonitoringbutarecurrentlystable.Activemedicalproblemsotillnessarccxclusionsforrespiteservices.Itismostcommonlyprovidedasabenefitfortheparentorcaregiverofa childwhorequires24-hourmonitoring.
Childrenwillbereferredforrespiteservicesbyemailortelephoneviaareferraltotheadmissionsoffice,A preadmissionassessmentwillbe completedby theNurseLiaisontoinsure
approptiatenessofadmission,Theadmissionprocessfromreferraltoadmissiontakesaminimumof2businessdays.AdmissionstoSecondFamilytypicallytakeplaceMondaythroughFriday
8a-6p

Onadmission,CFSAwillidentifywhohasauthorityformedicaldecisionmakingforthechildduringtheadmission.TheCFSArepresentativewillserveinthiscapacitysincethechildisaward
oftheDistrict.Child’slegalguardianalongwithaCFSArepresentativemustbeavailableonsite
atthetimeofadmission.
Ifthechild,oneeadmitted,isdeemednotappropriateforSecondFamily,Incscopeofservice,
CFSAshallbecontactedwithin30days(ofindamoreappropriateplacementforthechild,
GENERAL REQUIREMENTS
Thecontractorshalldevelopacomprehensivenursingplandesignedtomeetalloftheclient’sdiagnosesandconditionsbasedonplansofcareestablishedbytheclient’streatingproviders,
Thecontractorshallprovidetheclientwithhigh-qualitypatient-centeredcarewiththegoalof
achievingstabilizationasmeasuredbydeceasedEmergencyRoom(ER)visitsandinpatientadmissions
‘Thecontractorshalltransporttheclicnttoandfromallscheduledappointmentsexceptintheeventofamedicalemergency,emergencymedicalservices(EMS)willbeused.Theclient'sroomandboardshaltconsistofa singleroominaSFIresidentiallocationthatincludes,appropriatefurnishings,equipment,andotherprovisiony/necessitiesbasedonthe'spersonalchoic
‘Thecontractorshallensureimplementationofabehavioralsupportprogrambasedonabehavior
supportplanincludingmedicationmanagementandbehaviorsupporttreatmentplans.
‘Thecontractorshallworkwithalicenseddietitiantodevelopa safenutritionalplananddiet.
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‘ThecontractorshallImprovehisqualityoflifebydevelopingapersonalplanandprogramdesignedtogivehimmaximumopportunitiestointegrateinthecommunity,attendschool,engageinrecreationalactivities,etc.,consistentwithhismedicalandbehavioralneeds.
The contractorshaf]enrolltheclientin localpublicschoolsand assistand supportthe
developmentofanindividualizededucationplan(IEP).
Thecontractorshallsupportfiumilyvisitationandeffortstowardsunificationwhenandas
appropriateconsistentwithCFSAplan.
ThecontractorshallprovideregularreportsandparticipateinCFSAundjudicialreviewsessionsasneeded.
Thecontractorshallprovideongoingandcomprehensiveassessmentoftheclient’smedicalandpsycho-socialneedstomaintainadynamicprogramofcarc.
SERVICE PLAN,OBJECTIVES AND GOALS
Given the client’sbackground as describedabove, servicesto the clientshallbe based on a plan
of one-to-one(1:1)skillednursingand 1:1 supportservice. The contractorshallensure thatthe
followingidentifiedobjectivesareaccomplishedwiththe1:1supervision,Thelevelofsupportfortheclientshal]be reassessedas the clients’conditionchanges.
One-lo-one (1:1)skillednursing services(RN/LPN) for acutemedical conditionand 1:1 support
service(CNA/CMT/DSP)forassistingtheRN/LPN,managingmaladaptivebehaviors,andsafety.Thecontractorpersonnelshallhelpensurethathiscareplanisimplementedporphysicianorderstoensure individual'shealthand safetyin thecommunity and residentialhome setting.

The client’slong-term health conditionis chronic and unpredictableat times, when his care
requiresacutelevelcareandheneedstobehospitalized,thecontractor’s1:1skillednursingpersonneland1:1supportpersonnelshallassistwithhistransitionbacktotheresidentialhomesettingonceheisstabilized.His2:1serviceshallassistwithdoorcasinghisriskofacquiringnewinfectionsassociatedwithprolongedhospitalization.
Thecontractorshallprovidetransportationtoandfromforallscheduledappointments,
The contractorshailprovideRN/LPN nursingskills& interventionsas needed when the client
hasexternalappointmentsasfollows:,

* Verificationofmedicationorders,labelsandMedicalAdministrationRecord(MAR)when
administering
+ MedicationinaccordancewiththeMedicationTechnicianTrainingProgramregulationsand
documentingontheMAR.
*— Monitoringformedicationsideeffects.
+ DocumentingnursingcareandinterventionsinElectronicHealthRecords(BHR)system.
* Documentingadministeredtherapiesonthetreatmentadministrationrecord
* Electronicdocumentationofanychangeincondi

ns,
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* Completeheadtotocassessmenteachshiftandasneededforanychangeintheindividual's
medicalcondition.
©— Monitoranddocumentassessmentfindingsbeforeandaflerhemodialysisandfollowthe
planofcare.
© Monitoranddocumenthemodialysissiteforsignsorsymptomsofinfections.
© Monitoranddocumentincontinencefrequency,colorandtheamountofstoolandurine
duringeachshift
# Monitoranddocumentforsignsorsymptomsofdehydrationorfluidoverload.
* Monitoranddocumentfluidintakeandfoodintake.
+ Monitortheindividual’svitalsignsandimmediatelynotifyRN Supervisorofanyincrease
ordecreasewithtemperatureandbloodpressure,andrespiration;administerasneeded
(PRN)medicationandfollowtheplanofcare.
+ Monitoranddocumentsleeppattem.
+ Scheduleandaccompanyindividualonallscheduledappointments.
«= EnsureallActivitiesofDailyLiving(ADL)arecompleteddailyandhis
education,activitiesarebeingmetwithage-appropriatepeers.
+ Maintainindividualsafetyandmanagemaladaptivebehaviors,
= Ailenddialysisthree(3)timesperweek,attendbehiavioraltherapy,anddactot's
appointmentswithallthemedicalproviders(GI,dermatology,psychiatry/psychology,
nephrology,audiology,dental,ophthalmology,cardiology,neurology).
+ Attendschoolandprovidesupportduringhomeschoolsessions
alskills,

Thecontractorshallprovide1:1Directsupportservices(CNA/CMT/DSP)andinterventionsas
neededasfollows:© Assistnursesinprovidingcare.
© Assistinactivitiesofdailyliving(ADLs).
* Providetransportationassistance.
+ fmplementbehavioralsupportplan.
«Assistinplaytherapyandotherengagementactivities
* Assistinoutingsandcommunityactivities
The contractorshallassisttheclientinallvocational/schoolactivities.
TheContractorshallnotengageincorporalpunishmentorundueorunnecessaryphysivalrestraint
ofanytype.
TheContractorshallbe requiredtoprovideResidentialServicesforMedicallyFragileDual
DiagnosedMinorforsaidCFSA client(s),whenrequestedbythedesignatedCFSA representative
asoutlinedinSection€.1.3intheScope of Work.
The Contractorshailreportunusualinciden definedin Section€.6) to the child'sSocial
WorkerandtheContractAdministrator(CA)within24hoursbyemailortelephoneandinwriting
withinthree(3)calendardaysofsaidincident.Allallegationsofsuspectedorknownchildabuse

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orneglectshallbeimmediatelyreportedtotheCFSAchildabuseandneglecthollineat(202)671-SAFE(7233),
ThecontractorshallinformtheCA inwritingofanydisagreementregardingthenecdforcontinuedtreatmentservices,appropriatenessofcertaintypesoftreatment,concernsorquestionsregardinginvoicingorpayment,oranyotherdisagreementconcerningtheapplicabilityorinterpretationofservicestoberendered.IftheContractordeterminesmedicalnecessityisneededatahigherlevelofcareotherthanmedicallyfragileservices,theclient'shealthinsurancewillbebilledforthelevelofcare.IftheContractordeterminesthattheclientneedstimelydischarge,CFSAwillbecontactedtoimmediatelyarrangeforsuchtransfer.TheContractorshallrequestastaffingmeetingtodiscusstheissuesandattompltoreachamutuallysatisfactoryresolution.TheCA willinformtheContractingOfficerinwritingofanysuchrequesisandwillworkwiththeContractingOfficertodecidethemostappropriatemeansofresolution,
BACKGROUND
Theclientisa13-year-oldverbalmedicallyftagilemalewithacutecomplexmedicalconditionsineludingEnd-StageRenalDiscasc(ESRD)secondarytoNephroticSyndrome,AcuteGastroenteritis(G-tubedependent),PRES (posteriorreversibleencephalopathysyndrome),psychogenicnon-epileptiformseizuresanddilatedcardiomyopathy.THE CLIENThasdualdiagnosedconditionsofAttention-DeficitHyperactivityDisorder(ADHD),PostTraumaticStressDisorder(PTSD),DisruptiveMoodDysregulationDisorder(DMDD),SuicidalIdeations,andElopement.HiscurrentacutemedicaldiagnosisESRD,alsoknownasChronicKidneyFailure,whenthekidneysarenolongerabletofunctionproperly.ItisthefinalstageofChronicKidney
DiscaseandcommoncausesareDiabetesandHighBloodPressure,Thisconditionisterminalwithoutkidneytransplant.However,accordingtotheclient’sdoctors,hisconditionmustbestabilizedtomakehimacandidateforkidneytransplant.
CommonsignsandsymptomsofESRD;
© Generalfeelingilfandfatigue
* Itchinganddryskin
* Headache
* Weightloss
* Lossofappetite
* Excessivethirst
* Nausea/Vomiting
* Bonepain
¢ ~~ Downiness and confusion
* Problemconcentratingorthinking
© Numbnessinthehands,feetorotherareas
* Musclestwitchingorcramps
+ Edema
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TreatmentforESRD:
Duetotheacutemalfunctioningoftheclient'skidney,heiscurrentlyreceivinghemodialysisthreetimesaweek,whichisatreatmenttofilterwastesandwaterfromtheblood,asthekidneysdidwhentheywerehealthy.Hemodialysishelpscontrolbloodpressureandbalanceimportantminerals,suchaspotassium,sodium,andcalcium,intheblood.
Hemodialysiscommonriskfactorsandcomplications:
+ Riskforinfectioninthecatheterssiteandinthebloodstream.
+ Frequenthospitaladmissions
* Lowbloodpressure
+ Highbloodpressure
* Dehydration
+ Electrolyteimbalance
© Depression
* Weightloss
« Tnjry
* Excessivebleeding
* Bloodclots
© Death
Psychological:
TheclienthasahistoryofSuicidalIdeationwhichincludesself-harming(lacerationsonrightforearmswhenangry)verbalandphysicalaggression,pullingofIntravenous((V)linesandG-tube,removingdressing,kickingmedicalequipment,andelopingfromthehospital.
RiskFactors:
DuetothereportedincidentsofSuicidalIdeationandbehaviorsthatcancompromisehisacuteplanofcare,theclientwillbenefitfromhavingsixteen(16)hoursadayofone-to-one(1:1)supervision,ofskillednursingservicesfromaRegisteredNurse(RN),whoshallprovidecasemanagementservices,delegationandtraining,inadditiontoaLicensePracticalNurse(LPN).Duetotheclient'scareplanandbehaviors,nursingshailbeassistedbythirty-two(32)hoursadayof 1:1supervisionofsupportservicesfromaCertifiedNurseAssistant(CNA)/CertifiedMedicationTechnician(CMT)/DirectSupportProfessional(DSP),tosafelyimplementthisplanofcareandattendmultiplyscheduledappointmentswithinthecommunity.A secondCNA/CMTDSPstaffshallbeaddedduringovernighthours,toestablishatwo-to-one(2:1)staffingplanfor24hoursaday.
LOCATIONOF SERVICES/FACILITYREQUIREMENTS
ContractorshallprovideservicesattheContractor'sprimayfacility.TheContractor'sprimaryfacilityshallbeappropriatelyzonedandlicensedforsuchpurposesandshallcomplywithallapplicablelaws,includingbutnotlimitedtotheAmericanswithDisabilitiesAct,andalllicensing,permittingandCertificateofOccupancyrequirements.
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TheContractorshalldevelopanemergencyexitplanandshalldevelopacontingencyplanforanalternativefacility,in(heeventthefacilityisdecmedinappropriateforanyreason.
STAFF REQUIREMENTS
TheContractorshallensurethatallemployeeshavebeenclearedthroughtheChildProtectionRegisterandthePoliceDepartmentofthejurisdictionsinwhichtheyhaveresidedforthefive(5)yearspriortotheemploymentunderthiscontract.TheContractorshallprovideverificationoftheseclearanceswithinthirly(30)daysofcontractexecution,
TheContractorshallensurethatalldirectstaff,includingbutnotlimitedtoconsultants,donothaveanypriorcriminalrecordofconvictionsforchildabuseormolestation,sexualabuseorrape,ordruguseordruginvolvement.AnyemployeefoundtohavesuchaconvictionisnotallowedtoserviceCFSAclientsunderthiscontract,VerificationofsuchactionbytheContractoristobeprovidedtotheAgencywithinfive(5)businessdaysupondiscovery.
Ifthiscontractstatesthatinformation,reportingoranyotherobligationofContractorshallbeprovidedto“CFSA"otthe"Agency"orauthorizationistobeobtainedfrom“CESA"orthe“Agency”,andnospecificpersonfromCFSAisidentified,eitherbynameorposition,asthepointofcontact,thenforpurposesofthiscontract,theCA shallbethepointofcontact.IfinformationistobeprovidedbyContractor,andthemeansoftransmittingtheinformationisnolspecified,forpurposesofthiscontract,theinformationshallberequiredtobeprovidedinwritingandshallbetransmittedbyemail.
TheContractorshallonlyacceptandprocessreferralsthathavebeeusubmittedtotheContractorbyadesignatedrepresentativeofCFSA.Allreferralsshallbeinwriting,CFSAwillnotberesponsibleforpaymentforanyservicesrenderedthatarenottheresultofareferralfromtheInHome/GutofHomeAdministration,regardlessoftheidentityofthereferringagencyorsource,orthelegalstalusofthechildren,youthorfamiliosbeingserved.
MANDATORY REPORTING
TheContractorshallcomplywiththeprovisionsascitedinDC Law22-100andDC Code§4-1321.02
TheContractorshallensurethatanystaffmemberwhoreccivesinformationconceming,otpersonallyobserves,anincidentofallegedoractualchildabuseorneglect,havinganyotherinformationindicatinganallegedoractualrisktoaclient'shealthorsafety,shallmakeanimmediateoralreportandawriltenreportwithintwenty-four(24)houtstotheChildAbuseandNeglectUnitLocatedat200iStreet,S.E.,Washington,D.C.20003orbycallingtheCFSAtwenty-four(24)hourChildAbuseandNeglectHotline(202)671-SAFE.
TheContractorshallensurethatanystaffmemberwhobelievesthataclientisinseriousandimmediatedangershalltakeimmediatestepstoprotecttheclientincluding,asappropriate,removingtheelientfromthedanger.
‘TheContractorshallensurethatthewrittenreportshallinclude,butisnotlimitedto,thefollowing
informationifthepersonmakingthereportknowit:clientwhoisthesubjectofthereport,personresponsiblefortheclient'scare,natureandextentoftheabuseorneglect,other
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informationthatmaybehelpfulinestablishingthecauseoftheabuseofneglect,andtheidentityofthepersonresponsiblefortheabuseorneglect,
UNUSUAL INCIDENTS
TheContractorshall,establish,implement,anddescribeinwritingpoliciesandproceduresforthereportingofunusualincidents,including,butnotlimitedto;
(@) Thedeathofaclient;
(b) ‘Thedeathofa staffmemberwhileondutyoratthefacility;
(©) Anattemptedsuicidebyclient;(@) Anysituationinwhichaclientisthevictimofallegeddelinquentorcriminalbehavior;(©) Aminjury,traumaorillnessofaclientrequiringtreatmentatahospital;(H Anyuseofrestraintswiththeclient;
(g) Anoutbreakofa communicablediscaseatContractor;
(h) Anyincidentthatrequirestheservicesofthefireotpolicedepartments;@ Anautomobileaccidentinvolvingclient;@ ——_-Alessofanyutility,includingbulnotlimitedtopower,water,orsewageforatimegreaterthan12hours.;and(k) Anyotheroccurrenceoreventthatsubstantiallyinterfereswiththeclient'shealth,welfare,livingarrangement,orwell-being,inanywayplacestheclientatrisk.
TheContractor'sdircotororotherdesignatedstaffshallcompleteanUnusualIncidentReport,CFSA-1243(AtlachmentJ.10andensuredeliveryiscompletedviafax(202-727-7772)orpersonal
deliverytotheCFSAOfficeofWellBeingHealthServicesAdminisirationwithin(24)hoursoftheoccurtenceoftheincident,exceptincasesinvolvingabscondence.
ReportmedicalemergencytotheClinicalandHealthServicesAdministrationon-callmanagerat
202-498-8456ortheCA.
Engagepropermedical/emergencyprovidersincaseofamedicalemergency.
** END OF SECTION C *#**
13

Government of the District of Columbia
Child and Family Services

SOLICITATION, OFFER, AND AWARD
1. Caption
Residential Services for a Medically Fragile
Dual Diagnosed Minor.
Page of Pages

83
2. Contract Number

DCRL-2024-C-0082
3. Solicitation Number

4. Type of Solicitation
Sealed Bid (IFB)
Sealed Proposals (RFP)
X Sole Source
Emergency
5. Date Issued

6. Type of Market
(X) Open
Set Aside
Open Market with Set-Aside CBE
Designated Category
7. Issued By: 8. Address Offer to:
Child and Family Services Agency
Contracts and Procurement Administration
200 I Street, S.E. Suite 2031
Washington, D.C. 20003

- See Section G.9.2 of the Signed Contract -
NOTE: In sealed bid solicitations “offer” or “offeror” means “bid or “bidder”
SOLICITATION
9. This is not a competed solicitation.
10. For Information
Contact
A. Name B. Telephone C. E-mail Address
Robert O. Stona
(Area Code)
202
(Number)
724-7475
(Ext)
N/A

robert.stona@dc.gov
11. Table of Contents
(X) Section Descripti
on
Page
No.
(X) Section Description Page No.
PART I – THE SCHEDULE PART II – CONTRACT CLAUSES
X A Solicitation/Contract Form 1 X I Contract Clauses 56 - 67
X B Supplies or Services and Price/Cost 2 – 5 PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
X C Specifications/Work Statement 6 – 13 X J List of Attachments 68
X D Packaging and Marking 14 PART IV – REPRESENTATIONS AND INSTRUCTIONS
X E Inspection and Acceptance 15
X

K
Representations, certification and other
statements of Offeror’s

Period of Performance/Deliverables

16 – 18

Contract Administration Data

19 – 46

L
Instructions, conditions & notices to
Offeror’s

X H Special Contract Requirements 47 – 55 X M Evaluation factors for award
OFFER
12. In conjunction with the above, the undersigned agrees, if this offer is accepted within calendar days from the receipt of offers specified above,
to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified herein.

13. Discount for Prompt Payment
10 Calendar days % 20 Calendar days
%
30 Calendar days % Calendar days %

14. Acknowledgement of Amendments
(The offeror acknowledges receipt of
Amendments to the Solicitation.)
Amendment Number Date Amendment Number Date

15A.
Name and
Address of
Offeror
Second Family Inc .
4600 Forbes Blvd, Ste.410
Lanham MD 20706
FIN: 542104091
16. Name and Title of Person Authorized to Sign this Sole Source Contract:
15B. Telephone 15 C. Check if remittance
address is different from
above – Refer to section G
17. Signature 18. Award Date
(Area Code)

(Number)

(Ext)
AWARD (TO BE COMPLETED BY GOVERNMENT)
19. Accepted as to Items Numbered 20. NTE Amount
$2,289,607.75
21. Accounting and Appropriation

2. Name of Contracting Officer (Type or Print)

Ebony C. Terrell
23. Signature of Contracting Officer (district of Columbia) 24. Award Date
Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

SECTION B: CONTRACT TYPE, SUPPLIES OR SERVICES AND PRICE/COST

B.1 The Government of the District of Columbia, Child, and Family Services Agency (CFSA) is
contracting with Second Family Inc., to provide inpatient Residential Services for a Medically
Fragile Dual Diagnosed Minor.

B.2 LETTER CONTRACT

This is the definitized contract, as contemplated by the awarded Letter contract on October 2, 2024.
The Letter Contract is merged herewith and is superseded by this Contract. The Definitized contract
shall be from date of award through October 1, 2025.

B.3 The District contemplates the award of a Fixed-Price Contract w ith Cost Reimbursement
components in accordance with 27 DCMR Chapter 24, Section 2402 and 2405.2.

B.4 PRICE SCHEDULE – Base Period : Award date through October 1, 2025.

Contract
Line
Item No.
(CLIN) Services
Unit
Price
(per
day per
client) Hours/Day
Max # of
Days
Maximum
Total Cost
0001 Medically Fragile Room and Board 1732.35 - 365 $ 632,307.75

Supplemental Services:

0002 Cost Reimbursement - Nurse 125 16 365 $ 730,000.00
0003 Cost Reimbursement - CNA/CMT/DSP 75 32 365 $ 876,000.00
0004 Cost Reimbursement - Art Therapy 200 104 $ 20,800.00
0005 Cost Reimbursement - Dietician 1 Lot $ 5,500.00
0006 Cost Reimbursement - PPE/Supplies 1 Lot $ 15,000.00
0007 One Time Start-Up-Cost 1 Lot $ 10,000.00
Total Not To Exceed Amount $ 2,289,607.75

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

B.5 PAYMENT/REIMBURSEMENT METHODS

B.5.1 There are two (2) payment/reimbursement components associated with this contract. The Providers
will be paid separately for Residential Services for Medically Fragile Dual Diagnosed Minor ; a pre-
set room and board rate, and all remaining costs will be reimbursed after they have been expended
and reported via Cost Reimbursement. Individual items of costs may not be paid/reimbursed from
more than one payment/reimbursement component.

B.5.2 Daily Supervision Per Diem

B.5.2.1 The Provider shall be paid monthly for the Daily Supervision per -diem, which includes the costs
of wages/salaries and fringe benefit of staff providing daily supervision.

B.5.3 Cost Reimbursement

B.5.3.1 The Provider will be paid monthly on a cost reimbursable basis for the cost of negotiated
budgeted line items and/or services that are not included in either the daily supervision per diem.

B.5.3.2 The Provider will be reimbursed for costs that are supported and substantiated after they have
been expended and reported by the Provider within the amounts set forth in Section B. 4 and as
shown in the corresponding Proposal Listed as Attachment J. 12. The Cost Reimbursement
invoices shall be submitted on a monthly basis and will be paid without regard to number of
children placed during the month. The monthly Cost Reimbursement is subject to monthly
reconciliation and will be adjusted, if required.

B.5.3.3 The Providers shall not mark up the cost reimbursement allowable expenses on this contract with
indirect cost of overhead, general, and administrative cost. Profit may not be charged against cost
reimbursement expenses under this contract. Tangible items charged under the cost
reimbursement CLIN 0002 through 000 7 (such as skilled nursing services, support services, art
therapist, personal protective equipment and individual supplies, dietician services, over the
counter drugs, pharmaceuticals and medical supplies and one time start-up cost items).

B.6 COST REIMBURSEMENT CEILING

B.6.1 CLIN 0002 through 0007 of the contract set forth the ceiling amount for the cost element of the
contract (“ceiling’).

B.6.2 The amount for performing this cost element of the contract shall not exceed the ceilings specified
in CLIN 0002 through 0007.

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

B.6.3 The Contractor agrees to use its best efforts to perform the work specified in this contract and to
meet all obligations under this contract within the cost reimbursement ceiling.

B.6.4 The Contractor must notify the CO, in writing; whenever it has reason to believe that the total
cost for the performance of this contract will be either greater or substantially less than the cost
reimbursement ceiling.

B.6.5 As part of the notification, the Contractor must provide the CO a revised estimate of the total cost
of performing this contract.

B.6.6 The District is not obligated to reimburse the Contractor for costs incurred in excess of the cost
reimbursement ceiling specified in Section B. 4., and the Contractor is not obligated to continue
performance under this contract (including actions under the Termination clauses of this contract),
or otherwise incur costs in excess of the cost reimbursement ceiling specified in Section B.5.3 .2,
until the CO notifies the Contractor, in writing, that the estimated cost has been increased and
provides revised cost reimbursement ceiling for performing this contract.

B.6.7 No notice, communication, or representation in any form from any person other than the CO shall
change the cost reimbursement ceiling. In the absence of the specified notice, the District is not
obligated to reimburse the Contractor for any costs in excess of the cost reimbursement ceiling,
whether such costs were incurred during the course of performance or as a result of termination.

B.6.8 If any cost reimbursement ceiling specified in Section B. 4 is increased, any costs the Contractor
incurs before the increase that are in excess of the previous cost reimbursement ceiling shall be
allowable to the same extent as if incurred afterward, unless the CO issues a termination or other
notice directing that the increase is solely to cover termination or other specified expenses.

B.6.9 A change order shall not be considered an authorization to exceed the applicable cost
reimbursement ceiling specified in Section B. 4, unless the change order specifically increases the
cost reimbursement ceiling.

B.6.10 Only costs determined in writing to be reimbursable in accordance with the cost principles set
forth in rules issued pursuant to Title V of the Procurement Practices Reform Act of 2010 shall be
reimbursable.

B.6.11 The contractor shall invoice and will be reimbursed monthly for costs that are supported and
substantiated after they have been expended and reported by the Provider within the amounts set
forth in Section B.4 and as shown in the corresponding budget forms. Supporting Documents for
the cost reimbursable line items as approved in the budget may include but are not limited to the

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

following; skilled nursing services, support services, art therapist, personal protective equipment
and individual supplies, dietician services, start -up-cost, over the counter drugs, pharmaceuticals
and medical supplies.

B.7 NONPROFIT FAIR COMPENSATION ACT OF 2020

B.7.1 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2-222.01 et seq.

Nonprofit organizations, as defined in the Act, shall include in their rates the indirect costs incurred in
provision of goods or performance of services under this contract pursuant to the nonprofit
organization's unexpired Negotiated Indirect Cost Rate Agreement (NICRA). If a nonprofit
organization does not have an unexpired NICRA, the nonprofit organization may
elect to instead include in its rates its indirect costs:

(1) As calculated using a de minimis rate of 10% of all direct costs under this contract;
(2) By negotiating a new percentage indirect cost rate with the awarding agency;
(3) As calculated with the same percentage indirect cost rate as the nonprofit organization negotiated
with any District agency within the past 2 years; however, a nonprofit organization may request to
renegotiate indirect cost rates in accordance with B.7.2; or
(4) As calculated with a percentage rate and base amount, determined by a certified public
accountant, as defined in the Act, using the nonprofit organization's audited financial statements
from the immediately preceding fiscal year, pursuant to the OMB Uniform Guidance, and
certified in writing by the certified public accountant.

B.7.2 If this contract is funded by a federal agency, indirect costs shall be consistent with the requirements
for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations.

B.7.3 The Contractor shall pay its subcontractors, which are nonprofit organizations, the same indirect cost
rates as the nonprofit organization subcontractors would have received as a prime contractor.

B.7.4 This section shall not apply to foundations, hospitals, colleges, or universities.

B.7.5 The Mayor, pursuant to Title I of the District of Columbia Administrative Procedure Act, approved
October 21, 1968 (82 Stat. 1204; D.C. Official Code § 2 -501 et seq.) may issue rules to implement
the provisions of this section.

*** END OF SECTION B ***

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

C.1 SCOPE OF WORK

C.1.1 The Government of the District of Columbia, Child, and Family Services Agency (CFSA) is
seeking to utilize Second Family Inc., to provide inpatient Residential Services for a Medically
Fragile Dual Diagnosed Minor.

C.1.2 The Residential Services for Medically Fragile Dual Diagnosed Minor at Second Family, Inc.
serves children with a wide range of medical conditions, including heart disease, chronic lung
disease, children requiring enteral feeds, and complications of prematurity. The respite patients
admitted to Second Family must meet the current admission criteria of the h ome; medically fragile
children have special health care needs that require medical monitoring but are currently stable.
Active medical problems or illness are exclusions for respite services. It is most commonly
provided as a benefit for the parent or caregiver of a child who requires 24-hour monitoring.

C.1.3 Children will be referred for respite services by email or telephone via a referral to the admissions
office. A preadmission assessment will be completed by the Nurse Liaison to ensure appropriate
admission. The admission process from referral to admission takes a minimum of 2 business days.
Admissions to Second Family typically take place Monday through Friday 8a-6p.

C.1.4 On admission, CFSA will identify who has authority for medical decision making for the child
during the admission. The CFSA representative will serve in this capacity since the child is a ward
of the District. Child’s legal guardian along with a CFSA representative must be available onsite
at the time of admission.

C.1.5 If the child, once admitted, is deemed not appropriate for Second Family, Inc scope of service,
CFSA shall be contacted to find a more appropriate placement for the child.

C.2 GENERAL REQUIREMENTS

C.2.1 The contractor shall develop a comprehensive nursing plan designed to meet all of TB’s diagnoses
and conditions based on plans of care established by TB’s treating providers.
C.2.2 The contractor shall provide TB with high-quality patient-centered care with the goal of achieving
stabilization as measured by deceased Emergency Room (ER) visits and inpatient admissions.
C.2.3 The contractor shall transport TB to and from all scheduled appointments except in the event of a
medical emergency, emergency medical services (EMS) will be used.
Room and board in a single room in a SFI residential location, appointed with appropriate furnishings, equipment, and
other appointments based on TB’s personal choice.

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

C.2.4 The contractor shall ensure implementation of a behavioral support program based on a behavior
support plan including medication management and behavior support treatment plans.
C.2.5 The contractor shall work with a licensed dietitian to develop a safe nutritional plan and diet.
C.2.6 The contractor shall Improve his quality of life by developing a personal plan and program designed
to give him maximum opportunities to integrate in the community, attend school, engage in
recreational activities, etc., consistent with his medical and behavioral needs.
C.2.7 The contractor shall enroll TB in local public schools and assist and support the development of an
individualized education plan (IEP).
C.2.8 The contractor shall support family visitation and efforts towards unification when and as appropriate
consistent with CFSA plan.
C.2.9 The contractor shall provide regular reports and participate in CFSA, and judicial review sessions as
needed.
C.2.10 The contractor shall provide ongoing and comprehensive assessment of TB’s medical and psycho-
social needs to maintain a dynamic program of care.
C.3 SERVICE PLAN, OBJECTIVES AND GOALS
C.3.1 Given TB’s background as described above, services to TB shall be based on a plan of one-to-one
(1:1) skilled nursing and 1:1 support service. The contractor shall ensure that the following identified
objectives and goals the 1:1 supervision seeks to accomplish for TB.
C.3.2 One-to-one (1:1) skilled nursing services (RN/LPN) for acute medical condition and 1:1 support
service (CNA/CMT/DSP) for assisting the RN/LPN, managing maladaptive behaviors, and safety.
The contractor p ersonnel shall help ensure that his care plan is implemented per physician orders to
ensure an individual’s health and safety in the community and residential home setting.
C.3.3 TB’s long-term health condition is chronic and unpredictable at times, when his care requires acute
level care and he needs to be hospitalized, the contractor’s 1:1 skilled nursing personnel and 1:1
support personnel shall assist with his transition back to the residential home setting once he
is stabilized. His 2:1 service shall assist with decreasing his risk of acquiring new infections
associated with prolonged hospitalization.
C.3.4 The contractor shall provide transportation to and from for all scheduled appointments.
C.3.5 The contractor shall provide RN/LPN nursing skills & interventions as needed when TB has external
appointments as follows:
• Verification of medication orders, labels and Medical Administration Record (MAR) when
Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

8
administering
• Medication in accordance with the Medication Technician Training Program regulations and
documenting on the MAR.
• Monitoring for medication side effects.
• Documenting nursing care and interventions in Electronic Health Records (EHR) system.
• Documenting administered therapies on the treatment administration record.
• Electronic documentation of any change in conditions.
• Complete head to toe assessment each shift and as needed for any change in the individual’s
medical condition.
• Monitor and document assessment findings before and after hemodialysis and follow the plan
of care.
• Monitor and document hemodialysis site for signs or symptoms of infections.
• Monitor and document incontinence frequency, color and the amount of stool and urine
during each shift.
• Monitor and document for signs or symptoms of dehydration or fluid overload.
• Monitor and document fluid intake and food intake.
• Monitor the individual’s vital signs and immediately notify RN Supervisor of any increase or
decrease with temperature and blood pressure, and respiration; administer as needed (PRN)
medication and follow the plan of care.
• Monitor and document sleep pattern.
• Schedule and accompany individual on all scheduled appointments.
• Ensure all Activities of Daily Living (ADL) are completed daily and his social skills,
education, activities are being met with age-appropriate peers.
• Maintain individual safety and manage maladaptive behaviors.
• Attend dialysis three (3) times per week, attend behavioral therapy, and doctor's appointments
with all the medical providers (GI, dermatology, psychiatry/psychology, nephrology,
audiology, dental, ophthalmology, cardiology, neurology).
• Attending school and provide support during home school sessions

C.3.6 The contractor shall provide 1:1 Direct support services (CNA/CMT/DSP) and interventions as
needed as follows:
• Assist nurses in providing care.
• Assist in activities of daily living (ADLs).
• Provide transportation assistance.
• Implement behavioral support plan.
Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

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• Assist in play therapy and other engagement activities.
• Assist in outings and community activities.
C.3.7 The contractor shall assist in all educational/school activities.

C.3.8 The Contractor shall not engage in corporal punishment or undue or unnecessary physical restraint
of any type.

C3.9 The Contractor shall be required to provide Residential Services for Medically Fragile Dual
Diagnosed Minor for said CFSA client(s), when requested by the designated CFSA representative
as outlined in Section C.1.3 in the Scope of Work.

C.3.10 The Contractor shall report unusual incidents (as defined in Section C.6) to the child's Social
Worker and the Contract Administrator (CA) within 24 hours by email or telephone and in writing
within three (3) calendar days of said incident. All allegations of suspected or known child abuse
or neglect shall be immediately reported to the CFSA child abuse and neglect hotline at
(202) 671- SAFE (7233).

C.3.11 The cont ractor shall inform the CA in writing of any disagreement regarding the need for
continued treatment services, the appropriateness of certain types of treatment, concerns or
questions regarding invoicing or payment, or any other disagreement concerning the applicability
or interpretation of services to be rendered. If the Contractor determines medical necessity at a
higher level of care than respite services, the client’s health insurance will be billed for the level of
care. If the Contractor determines that the client needs timely discharge, the District will
immediately arrange for such transfer. The Contractor may request a staffing meeting to discuss
the issues and attempt to reach a mutually satisfactory resolution. The CA will inform the
Contracting Officer in writing of any such requests and will work with the Contracting Officer to
decide the most appropriate means of resolution.

C.4 BACKGROUND

C.4.1 TB is a 13 -year-old verbal medically fragile male with acute complex medical conditions including
End-Stage Renal Disease (ESRD) secondary to Nephrotic Syndrome, Acute Gastroenteritis (G -tube
dependent), PRES (posterior reversible encephalopathy syndrome), psychogenic non -epileptiform
seizures and dilated cardiomyopathy. TB has dual diagnosed conditions of Attention -Deficit
Hyperactivity Disorder (ADHD), Post Traumatic Stress Disorder (PTSD), Disruptive Mood
Dysregulation Disorder (DMDD), Suicidal Ideations, and Elopement. His current acute medical
diagnosis ESRD, also known as Chronic Kidney Failure, when the kidneys are no longer able to
function properly. It is the final stage of Chronic Kidney Disease and common causes are Diabetes
and High Blood Pressure. This condition is terminal without kidney transplant. However, according
to TB’s doctors, his condition must be stabilized to make him a candidate for kidney transplant.
Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

Common signs and symptoms of ESRD:
• General feeling ill and fatigue
• Itching and dry skin
• Headache
• Weight loss
• Loss of appetite
• Excessive thirst
• Nausea / Vomiting
• Bone pain
• Downiness and confusion
• Problem concentrating or thinking
• Numbness in the hands, feet or other areas
• Muscles twitching or cramps
• Edema
C.4.2 Treatment for ESRD:
Due to the acute malfunctioning of TB’s kidney, he is currently receiving hemodialysis three times a
week, which is a treatment to filter waste and water from the blood, as the kidneys did when they
were healthy. Hemodialysis helps control blood pressure and balance important minerals, such as
potassium, sodium, and calcium, in the blood.

C.4.3 Hemodialysis common risk factors and complications:
• Risk for infection in the catheters site and in the blood stream
• Frequent hospital admissions
• Low blood pressure
• High blood pressure
• Dehydration
• Electrolyte imbalance
• Depression
• Weight loss
• Injury
• Excessive bleeding
• Blood clots
• Death

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

C.4.4 Psychological:
TB has a history of Suicidal Ideation which includes self -harming (lacerations on right forearms
when angry) verbal and physical aggression, pulling of Intravenous (IV) lines and G -tube, removing
dressing, kicking medical equipment, and eloping from the hospital.

C.4.5 Risk Factors:
Due to the reported incidents of Suicidal Ideation and behaviors that can compromise his acute plan
of care, TB will benefit from having sixteen (16) hours a day of one -to-one (1:1) supervision of
skilled nursing services from a Registered Nurse (RN), who will provide case management services,
delegation and training, in addition to a License Practical Nurse (LPN). Due to TB’s care plan and
behaviors, nursing will be assisted by thirty -two (32) hours a day of 1:1 supervision of support
services from a Certified Nurse Assistant (CNA) / Certified Medication Technician (CMT) / Direct
Support Professional (DSP), to safely implement this plan of care and attend multiply

scheduled appointments within the community. A second CNA/CMT/DSP staff will be added during
overnight hours, to establish a two-to-one (2:1) staffing plan for 24 hours a day.

C.5 LOCATION OF SERVICES/FACILITY REQUIREMENTS

C.5.1 The contractor shall provide services at the Contractor's primary facility. The Contractor's primary
facility shall be appropriately zoned and licensed for such purposes and shall comply with all
applicable laws, including but not limited to the Americans with Disabilities Act, and all licensing,
permitting and Certificate of Occupancy requirements. The Contractor shall develop an
emergency exit plan and shall develop a contingency plan for an alternative facility, in the event
the facility is deemed inappropriate for any reason.

C.6 STAFF REQUIREMENTS

C.6.1 The Contractor shall ensure that all employees have been cleared through the Child Protection
Register and the Police Department of the jurisdictions in which they have resided for the five (5)
years prior to the employment under this contract. The Contractor shall provide verification of
these clearances within thirty (30) days of contract execution.

C.6.2 The Contractor shall ensure that all direct staff, including but not limited to consultants, do not
have any prior criminal record of convictions for child abuse or molestation, sexual abuse or rape,
or drug use or drug involvement. Any employee found to have such a conviction is not allowed to
service CFSA clients under this contract. Verification of such action by the Contractor is to be
provided to the Agency within five (5) business days upon discovery.

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

C.6.3 If this contract states that information, reporting or any other obligation of Contractor shall be
provided to "CFSA" or the "Agency" or authorization is to be obtained from "CFSA" or the

"Agency", and no specific person from CFSA is identified, either by name or position, as the point
of contact, then for purposes of this contract, the CA shall be the point of contact. If information is
to be provided by Contractor, and the means of transmitting the information is not specified, for
purposes of this contract, the information shall be required to be provided in writing and shall be
transmitted by email.

C.6.4 The Contractor shall only accept and process referrals that have been submitted to the Contractor
by a designated representative of CFSA . A ll referrals shall be in writing. CFSA shall not be
responsible for payment for any services rendered that are not the result of a referral from the
Office of Well Being Health Services Administration , regardless of the identity of the referring
agency or source, or the legal status of the children, youth or families being served.

C.7 MANDATORY REPORTING

C.7.1 The Contractor shall comply with the provisions cited in D.C. Law 22 -2 and DC Code §4 -13 21.
02.

C.7.2 The Contractor shall ensure that any staff member who receives information concerning, or
personally observes, an incident of alleged or actual child abuse or neglect, having any other
information indicating an alleged or actual risk to a client's health or safety, shall make an
immediate oral report and a written report within twenty -four (24) hours to the Child Abuse and
Neglect Unit Located at 200 I Street, S.E., Washington, D.C. 20003 or by calling the CFSA
twenty-four (24) hour Child Abuse and Neglect Hotline (202) 671SAFE.

C.7.3 The Contractor shall ensure that any staff member who believes that a client is in serious and
immediate danger shall take immediate steps to protect the client including, as appropriate,
removing the client from the danger.

C.7.4 The Contractor shall ensure that the written report shall include, but is not limited to, the following
information if the person making the report know it: client who is the subject of the report, person
responsible for the client's care, nature and extent of the abuse or neglect, other information that
may be helpful in establishing the cause of the abuse or neglect, and the identity of the person
responsible for the abuse or neglect.

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

C.8 UNUSUAL INCIDENTS

C.8.1 The Contractor shall, establish, implement, and describe in writing policies and procedures for the
reporting of unusual incidents, including, but not limited to;
(a) The death of a client;
(b) The death of a staff member while on duty or at the facility;
(c) An attempted suicide by client;
(d) Any situation in which a client is the victim of alleged delinquent or criminal
behavior;
(e) An injury, trauma or illness of a client requiring treatment at a hospital;
(f) Any use of restraints with the client;
(g) An outbreak of a communicable disease at Contractor;
(h) Any incident that requires the services of the fire or police departments;
(i) An automobile accident involving client;
(j) A loss of any utility, including but not limited to power, water, or sewage for a time
greater than 12 hours.; and
(k) Any other occurrence or event that substantially interferes with the client's health,
welfare, living arrangement, or well-being, in any way places the client at risk.

C.8.2 The Contractor's director or other designated staff shall complete an Unusual Incident Report,
CFSA-1243 (Attachment J.10 and ensure delivery is completed via fax (202727-7772) or personal
delivery to the CFSA Office of Well Being Health Services Administration within (24) hours of
the occurrence of the incident, except in cases involving abscondence.

C.683 Report medical emergency to the Clinical and Health Services Administration on -call manager at
202-498-8456 or the CA.

C.8.4 Engage proper medical/emergency providers in case of a medical emergency.

*** END OF SECTION C ***

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

SECTION D: PACKAGING AND MARKING N/A

The packaging and marking requirements for the resultant contract shall be governed by
clause number (2), Shipping Instructions-Consignment, of the Government of the District of
Columbia's Standard Contract Provisions for use with Supplies and Serv ices Contracts, dated
July 2010.

***END OF SECTION D***

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

SECTION E: INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE

Inspection and acceptance requirements for the resultant contract shall be governed by clause number
six (6), “Inspection of Services” of the Government of the District of Columbia’s Standard Contract
Provisions for use with Supplies and Services Contracts, dated July 2010.

The Contractor shall be responsible for controlling the quality of services and ensuring that services
conform to the requirements of the contract. The Contractor shall establish procedures and processes
including, but not limited to, inspections to ensure that all contract requirements are met.

***END OF SECTION E***

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

SECTION F: DELIVERIES OR PERFOMANCE

F.1 TERM OF CONTRACT

The terms of the contract shall be for a period of one year from the executed date of the incorporated
Letter Contract with four (4) additional one (1) year option periods.

F.2 OPTION TO EXTEND TERM OF THE AGREEMENT

F.2.1 The District Government may extend the term of this contract for a period of four (4) one (1) year
option periods, or successive fractions thereof, by written notice to the Contractor before the
expiration of the contract; provided that the District will give the Contractor preliminary written
notice of its inten t at least thirty (30) days before the contract expires. The preliminary notice does
not commit the District to an extension. The exercise of this option is subject to the availability of
funds at the time of the exercise of this option. The Contractor may waive the thirty (30) day
preliminary notice requirement by providing a written waiver notice to the Contracting Officer prior
of the ending of the contract.

F.2.2 If the District exercises this option, the extended agreement shall be considered to include this option
provision.

F.2.3 The price for the period(s) shall be as specified in Section B of the executed Letter and Definitized
contract.

F.2.4 The total duration of this contract, including the exercise of any options under this clause, shall not
exceed five (5) years.

F.3 DELIVERABLES

F.3.1 The Contractor shall submit a detailed summary of the results of the three main components and
associated recommendations for organizational changes. The following schedule outlines the
completion dates for tasks identified in this project.

Deliverable Quantity Format/ Delivery
Method
Due Date To Whom
Report - Disagreement regarding
the need for continued treatment
services,
Section C.2.4
1 In writing via
email
Within five (5)
business days
CA and
Social
Worker
(SW)
Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

F.3.2 The Contractor shall submit to the District, as a deliverable, the report described in section H.5.5,
which is required by the 51% District Residents New Hires Requirements and First Source
Employment Agreement. If the Contractor does not submit the report as part of the deliverables, the
District will not make final payment to the Contractor pursuant to section G.3.2.

F.3.2 The Contractor shall submit to the District, as a deliverable, the report described in section H.5 of this
CONTRACT that requires the 51% District Residents New Hires Requirements and First Source
Employment Agreement. If the Contractor does not submit the report as part of the deliverables, final
payment to the Contractor may not be paid.

F.3.3 Progress notes which shall be submitted monthly may be submitted electronically, but must include:
name of social worker or service provider, description of services provided, time and duration of
service provided, location of service provided, assessment of children and youth’s uptake of services,
as well as name, date of birth, and client ID of the children and youth to whom services were
provided. The notes must describe the “who, what, where, why, when, and how” of service
provision.
-who (who is the service provider and who is the recipient of service)?
-what (what type of service was provided?);
-where (where/what location did provision of service take place)?
-why (why was the service provided”)
-when (when/what date and time did the service take place? and
-how (how were services provided i.e. via face-to face, telephone, etc.) services were provided.
Employees
Section C.4.1
1 In writing via
email
30 days prior to
execution of
contract
CA and SW
Criminal Records/ Conviction
Reports
Section C.4.2
1 Oral and in
writing via email
Within five (5)
business days
CA and SW

Unusual Incidents:
Section C.6.1 – C.6.4

Word document/
electronic delivery
and telephone

Within 24 hours
and written
report within 3
days

Child Abuse
and Neglect
Unit
Mandatory Reporting
Section C.5.1 – C.5.4
1 Word document/
electronic delivery
twenty-four (24)
hours of incident
CA and SW
Invoices:
Section G.2.1 – G.2.2.10
1 Word document/
electronic delivery
monthly CFSA
Finance
Department
Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

Note: All of the above information shall also be maintained in the client’s case file.

F.4 CONTRACTOR QUARTERLY EXPENDITURE REPORTING

F.4.1 Contractors shall report all expenditures (accrued/cash) related to this contract on a quarterly basis.
Expenditures must be reported as they were itemized in the contract “Budget Summary Form” via
“Excel” worksheets. CFSA will provide the required format for the Quarterly Expenditures Report.
The Quarterly Expenditures Reports are due to the CFSA, Office of Revenue Operations within thirty
of the end of each quarter. The expenditures are to be reported by Federal Fiscal Year (FFY)

• October 1st thru December 31st
• January 1st thru March 31st
• April 1st thru June 30th
• July 1st thru September 30th

F.4.2 Additionally, the Contractor must submit the position description of each position detailed in
Schedule 1 Salary and Wages; and Schedule 3 Consulting/Experts with each Quarterly Expenditure
Report. The Contractor shall include the name of each staff member funded by this contract in the
quarterly expenditure reports.

F.5 CONTRACTOR CLOSE-OUT PACKAGE

F.5.1 Within six (6) months of the expiration/termination of this contract, the Contractor shall submit the
Close-Out Package to the CFSA Office of Revenue Operations and Contracts and Procurement
Administration. The Close-Out Package shall include the following:

• “Excel” spreadsheets, summarizing all expenditures associated with this contract. The
summary must detail the expenditures as they were itemized in the original contract “Budget
Summary Form”

• “Excel” spreadsheets, summarizing all receipts/revenue paid under this contract and the
accompanying monthly supporting invoices.

• The Contractor shall submit their most recent agency-wide annual audit report.

* * * END OF SECTION F * * *

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

SECTION G: CONTRACT ADMINISTRATION

G.1 INVOICE PAYMENT

G.1.1 The District will make payments to the Contractor, upon the submission of proper invoices, at the
prices stipulated in this contract, for supplies delivered and accepted or services performed and
accepted, less any discounts, allowances or adjustments provided for in this contract.

G.1.2 The District will pay the Contractor on or before the 30 th day after receiving a proper invoice from
the Contractor.

G.2 INVOICE SUBMITTAL

G.2.1 The Contractor shall submit proper invoices monthly or as otherwise specified in Section G.4.
Invoices shall be prepared in duplicate and submitted to the Agency Chief Financial Officer with
concurrent copies to the CA specified in Section G.9 below. The address of the CFO is:

Child and Family Services Agency
Fiscal Operation Administration
200 I Street, SE, 2nd Floor
Washington, D.C. 20003
(202) 727-7383
Email: cfsa.accountspayable@dc.gov

G.2.2 To constitute a proper invoice, the Contractor shall submit the following information on the
invoice:

G.2.2.1 Contractor’s name, federal tax ID and invoice date (date invoices as of the date of mailing or
transmittal);

G.2.2.2 Contract number and invoice number;

G.2.2.3 Description, price, quantity and the date(s) that the supplies or services were delivered or
performed;

G.2.2.4 Other supporting documentation or information, as required by the Contracting Officer;

G.2.2.5 Name, title, telephone number and complete mailing address of the responsible official to whom
payment is to be sent;

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

G.2.2.6 Name, title, phone number of person preparing the invoice;

G.2.2.7 Name, title, phone number and mailing address of person (if different from the person identified
in G.2.2.6 above) to be notified in the event of a defective invoice; and

G.2.2.8 Authorized signature.

G.2.2.9 The Contractor shall only bill for cancelled or missed appointments if the client fails to provide
twenty-four-hour notice.

G.2.2.10 The Contractor shall bill no more than the cost of a session for each missed/no show appointment.

G.3 FIRST SOURCE AGREEMENT REQUEST FOR FINAL PAYMENT

G.3.1 For contracts subject to the 51% District Residents New Hires Requirements and First Source
Employment Agreement requirements, final request for payment must be accompanied by the
report or a waiver of compliance discussed in section H.5.5.

G.3.2 The District shall not make final payment to the Contractor until the agency CFO has received the
Contracting Officer’s final determination or approval of waiver of the Contractor’s compliance
with 51% District Residents New Hires Requirements and First Source Employment Agreement
requirements.

G.4 PAYMENT

G.4.1 PAYMENTS ON PARTIAL DELIVERIES OF SERVICES

Unless otherwise specified in this contract, payment will be made on partial deliveries of
services accepted by the District if:

a) The amount due on the deliveries warrants it; or

b) The Contractor requests it and the amount due on the deliveries is at least $1,000 or
50 percent of the total contract price.

G.5 ASSIGNMENT OF CONTRACT PAYMENTS

G.5.1 In accordance with 27 DCMR 3250, the Contractor may assign to a bank, trust company, or
other financing institution funds due or to become due as a result of the performance of this
contract.

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

G.5.2 Any assignment shall cover all unpaid amounts payable under this contract and shall not be made
to more than one party.

G.5.3 Notwithstanding an assignment of contract payments, the Contractor, not the assignee, is
required to prepare invoices. Where such an assignment has been made, the original copy of the
invoice must refer to the assignment and must show that payment of the invoice is to be made
directly to the assignee as follows:

“Pursuant to the instrument of assignment dated ___________, make payment of this invoice to
(name and address of assignee).”

G.6 THE QUICK PAYMENT ACT (Feb 2019)

G.6.1 Interest Penalties to Contractors

G.6.1.1 The District will pay interest penalties on amounts due to the Contractor under the Quick
Payment Act, D.C. Official Code § 2 -221.01 et seq., as amended, for the period beginning on
the day after the required payment date and ending on the date on which payment of the amount
is made. Interest shall be calculated at the rate of at least 1.5% per month. No interest penalty
shall be paid if payment for the completed delivery of the item of property or service is made on
or before the required payment date. The required payment date shall be:

G.6.1.1.1 The date on which payment is due under the terms of this contract;

G.6.1.1.2 Not later than 7 calendar days, excluding legal holidays, after the date of delivery of meat or
meat food products;

G.6.1.1.3 Not later than 10 calendar days, excluding legal holidays, after the date of delivery of a
perishable agricultural commodity; or

G.6.1.1.4 30 calendar days, excluding legal holidays, after receipt of a proper invoice for the payment due.

G.6.1.2 No interest penalty shall be due to the Contractor if payment for the completed delivery of
goods or services is made on or before:

G.6.1.2.1 3rd day after the required payment date for meat or a meat product;

G.6.1.2.2 5th day after the required payment date for an agricultural commodity; or

G.6.1.2.3 15th day after any other required payment date.

Second Family, Inc. DCRL-2024-C-0082
Residential Services for Medically Fragile Dual Diagnosed Minor

G.6.1.3 Any amount of an interest penalty which remains unpaid at the end of any 30 -day period shall
be added to the principal amount of the debt and thereafter interest penalties shall accrue on the
added amount.

G.6.2 Payments to Subcontractors

G.6.2.1 The Contractor shall take one of the following actions within seven (7) days of receipt of any
amount paid to the Contractor by the District for work performed by any subcontractor under the
contract:

G.6.2.1.1 Pay the subcontractor(s) for the proportionate share of the total payment received from the
District that is attributable to the subcontractor(s) for work performed under the contract; or

G.6.2.1.2 Notify the CO and the subcontractor(s), in writing, of the Contractor’s intention to withhold all
or part of the subcontractor’s payment and state the reason for the nonpayment.

G.6.2.2 The Contractor shall pay subcontractors or suppliers interest penalties on amounts due to the
subcontractor or supplier beginning on the day after the payment is due and ending on the date
on which the payment is made. Interest shall be calculated at the rate of at least 1% per month.
No interest penalty shall be paid on the following if payment for the completed delivery of the
item of property or service is made on or before the:

G.6.2.2.1 3rd day after the required payment date for meat or a meat product;

G.6.2.2.2 5th day after the required payment date for an agricultural commodity; or

G.6.2.2.3 15th day after any other required payment date.

G.6.2.3 Any amount of an interest penalty which remains unpaid by the Contractor at the end of any 30 -
day period shall be added to the principal amount of the debt to the subcontractor and thereafter
interest penalties shall accrue on the added amount.

G.6.2.4 A dispute between the Contractor and subcontractor relating to the amounts or entitlement of a
subcontractor to a payment or a late payment interest penalty under the Quick Payment Act does
not constitute a dispute to which the District is a party. The District may not be interpleaded in
any judicial or administrative proceeding involving such a dispute.

G.6.3 Subcontract requirements

G.6.3.1 The Contractor shall include in each subcontract under this contract a provision requiring the
subcontractor to include in its contract with any lower-tier subcontractor or supplier the payment
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and interest clauses required under paragraphs (1) and (2) of D.C. Official Code § 2-221.02(d).

G.6.3.2 The Contractor shall include in each subcontract under this contract a provision that obligates the
Contractor, at the election of the subcontractor, to participate in negotiation or mediation as an

alternative to administrative or judicial resolution of a dispute between them.

G.7 CONTRACTING OFFICER (CO)

Contracts will be entered into and signed on behalf of the District only by contracting officers.
The contact information for the Contracting Officer is:

Ebony C. Terrell
Agency Chief Contracting Officer
Contracts and Procurement Administration
Child and Family Services Agency
200 I Street, SE., Ste.2031
Washington, DC 20003
(202)724-5300
ebony.terrell@dc.gov

G.8 AUTHORIZED CHANGES BY THE CONTRACTING OFFICER

G.8.1 The CO is the only person authorized to approve changes in any of the requirements of this
contract.

G.8.2 The Contractor shall not comply with any order, directive or request that changes or modifies the
requirements of this contract, unless issued in writing and signed by the CO.

G.8.3 In the event the Contractor effects any change at the instruction or request of any person other
than the CO, the change will be considered to have been made without authority and no
adjustment will be made in the contract price to cover any cost increase incurred as a result
thereof.

G.9 CONTRACT ADMINISTRATOR (CA)
G.9.1 The CA is responsible for general administration of the contract and advising the CO as to the
Contractor’s compliance or noncompliance with the contract . The CA has the responsibility of
ensuring the work conforms to the requirements of the contract and such other responsibilities
and authorities as may be specified in the contract. These include:

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G.9.1.1 Keeping the CO fully informed of any technical or contractual difficulties encountered during
the performance period and advising the CO of any potential problem areas under the contract;
G.9.1.2 Coordinating site entry for Contractor personnel, if applicable;
G.9.1.3 Reviewing invoices for completed work and recommending approval by the CO if the
Contractor’s prices and costs are consistent with the contractual amounts and progress is
satisfactory and commensurate with the rate of expenditure;
G.9.1.4 Reviewing and approving invoices for deliverables to ensure receipt of goods and services. This
includes the timely processing of invoices and vouchers in accordance with the District’s
payment provisions; and

G.9.1.5 Maintaining a file that includes all contract correspondence, modifications, records of
inspections (site, data, equipment) and invoice or vouchers

G.9.2 The address and telephone number of the CA is:

Ana Burgos, LICSW
Administrator
Administration for Kinship & Placement
Office of In & Out of Home Care
DC Child & Family Services Agency
200 I Street, SE (Office # 3651)
202 727-7328 (Office)
202 413-1757 (Cell)
Email: Ana.Burgos@dc.gov
G.9.3 The CA shall NOT have the authority to:

1. Award, agree to, or sign any contract, delivery order or task order. Only the CO shall make
contractual agreements, commitments or modifications;
2. Grant deviations from or waive any of the terms and conditions of the contract;
3. Increase the dollar limit of the contract or authorize work beyond the dollar limit of the
contract,
4. Authorize the expenditure of funds by the Contractor;
5. Change the period of performance; or
6. Authorize the use of District property, except as specified under the contract.

G.9.4 The Contractor will be fully responsible for any changes not authorized in advance, in writing,
by the CO; may be denied compensation or other relief for any additional work performed that is
not so authorized; and may also be required, at no additional cost to the District, to take all
corrective action necessitated by reason of the unauthorized changes.
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G.10 ORDERING CLAUSE

a) Any supplies and services to be furnished under this contract shall be ordered by issuance
of delivery orders or task orders by the Contracting Officer. Such orders may be issued
during the term of the contract.

b) All delivery orders or task orders are subject to the terms and conditions of this contract.
In the event of a conflict between a delivery order or task order and this contract, the
contract shall control.

If mailed, a delivery order or task order is considered “issued” when the District deposits th e
order in the mail. Orders may be issued by facsimile or by electronic commerce methods.

G.11 HIPAA BUSINESS ASSOCIATE COMPLIANCE

G.11.1 For the purpose of this agreement CFSA, a covered component within the District of Columbia’s
Hybrid Entity will be referred to as a “Covered Entity” as that term is defined by the Health
Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and associated
regulations promulgated at 45 CFR Parts 160, 162 and 164 as amended (“HIPAA Regulations”)
and Contractor/Vendor, as a recipient of Protected Health Information or electronic Protected
Health Information from CFSA, is a “Business Associate” as that term is defined by HIPAA.
Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those
terms in the HIPAA Regulations.

1. Definitions
a. Business Associate means a person or entity, who, on behalf of the District
government or of an organized health care arrangement (as defined in this section) in which
the covered entity participates, but other than in the capacity of a member of the workforce of
the District or arrangement, creates, receives, maintains, or transmits protected health
information for a function or activity for the District, including claims processing or
administration, data analysis, processing or administration, utilization review, quality
assurance, patient safety activities listed at 42 CFR 3.20, billing, benefit management, practice
management, and repricing; or provides, other than in the capacity of a member of the
workforce of such covered entity, legal, actuarial, accounting, consulting, data aggregation (as
defined in 45 CFR § 164.501), management, administrative, accreditation, or financial
services to or for the District, or to or for an organized health care arrangement in which the
District participates, where the provision of the service involves the disclosure of protected
health information from the District or arrangement, or from another business associate of the
District or arrangement, to the person. A covered entity may be a business associate of
another covered entity.

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A Business Associate includes, (i) a Health Information Organization, E-prescribing Gateway,
or other person that provides data transmission services with respect to protected health
information to a covered entity and that requires access on a routine basis to such protected
health information; (ii) a person that offers a personal health record to one or more individuals
on behalf of the District; (iii) a subcontractor that creates, receives, maintains, or transmits
protected health information on behalf of the business associate.

A Business Associate does not include: (i) a health care provider, with respect to disclosures
by a covered entity to the health care provider concerning the treatment of the individual; (ii) a
plan sponsor, with respect to disclosures by a group health plan (or by a health insurance
issuer or HMO with respect to a group health plan) to the plan sponsor, to the extent that the
requirements of 45 CFR § 164.504(f) apply and are met; (iii) a government agency, with
respect to determining eligibility for, or enrollment in, a government health plan that provides
public benefits and is administered by another government agency, or collecting protected
health information for such purposes, to the extent such activities are authorized by law; iv) a
covered entity participating in an organized health care arrangement that performs a function,
activity or service included in the definition of a Business Associate above for or on behalf of
such organized health care arrangement.
b. Covered Entity means a health plan, a health care clearinghouse, or a health care provider
who transmits any health information in electronic form in connection with a transaction
covered by 45 C.F.R. Parts 160 and 164 of HIPAA. With respect to this HIPAA Compliance
Clause, Covered Entity shall also include the designated health care components of the
District government’s hybrid entity or a District agency following HIPAA best practices.
c. Data Aggregation means, with respect to Protected Health Information created or received by
a business associate in its capacity as the business associate of a covered entity, the combining
of such Protected Health Information by the business associate with the Protected Health
Information received by the business associate in its capacity as a business associate of
another covered entity, to permit data analyses that relate to the health care operations of the
respective covered entities.
d. Designated Record Set means a group of records maintained by or for the Covered Entity that
are:
i. The medical records and billing records about individuals maintained by or for
a covered health care provider;
ii. The enrollment, payment, claims adjudication, and case or medical
management record systems maintained by or for a health plan; or
iii. Records used, in whole or in part, by or for the Covered Entity to make
decisions about individuals.
e. Health Care means care services, or services, or supplies related to the health of an
individual. Health care includes, but is not limited to, the following:
i. Preventive, diagnostic, therapeutic, rehabilitative, maintenance, or palliative
care, and counseling, service, assessment, or procedure with respect to the
physical or mental condition, or functional status, of an individual or that
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affects the structure or function of the body; and
ii. Sale or dispensing of a drug, device, equipment, or other item in accordance
with the prescription.
f. Health Care Components means a component or a combination of components of a hybrid
entity designated by a hybrid entity. Health Care Components must include non -covered
functions that provide services to the covered functions for the purpose of facilitating the

g. sharing of Protected Health Information with such functions of the hybrid entity without
business associate agreements or individual authorizations.
h. Health Care Operations shall have the same meaning as the term “health care operations” in
45 C.F.R. § 164.501.
i. Hybrid Entity means a single legal entity that is a covered entity and whose business activities
include both covered and non -covered functions, and that designates health care components
in accordance with 45 C.F.R. § 164.105(a)(2)(iii)(C). A Hybrid Entity is required to designate
as a health care component, any other components of the entity that provide services to the
covered functions for the purpose of facilitating the sharing of Protected Health Information
with such functions of the hybrid entity without business associate agreements or individual
authorizations. The District of Columbia is a Hybrid Covered Entity. Hybrid Entities are
required to designate and include functions, services and activities within its own
organization, which would meet the definition of Business Associate and irrespective of
whether performed by employees of the Hybrid Entity, as part of its health care components
for compliance with the Security Rule and privacy requirements under this Clause.
j. Record shall mean any item, collection, or grouping of information that includes Protected
Health Information and is maintained, collected, used, or disseminated by or for the Covered
Entity.
k. Individual shall have the same meaning as the term "individual" in 45 C.F.R. § 164.501 and
shall include a person who qualifies as a personal representative in accordance with 45 C.F.R.
§ 164.502(g).
l. Individually Identifiable Health Information is information that is health information,
including demographic information collected from an individual, and;
i. Is created or received by a health care provider, health plan, employer, or
health care clearinghouse;
ii. Relates to the past, present, or future physical or mental health or condition of
an individual; or the past, present, or future payment for the provision of health
care to an individual; and
iii. That identifies the individual or with respect to which there is a reasonable
basis to believe the information can be used to identify the individual.
m. National Provider Identifier (NPI) Rule. "National Provider Identifier" shall mean the
Standard Unique Health Identifier for Healthcare Providers; Final Rule at 45 C.F.R. Part 162.
n. Privacy and Security Official. The person or persons designated by the District of Columbia,
a Hybrid Entity , who is/are responsible for developing, maintaining, implementing and
enforcing the District -wide Privacy Policies and Procedures, and for overseeing full
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compliance with the Privacy and Security Rules, and other applicable federal and state privacy
law.
o. Privacy Officer. “Privacy Officer” shall mean the person designated by the District’s Privacy
and Security Official or one of the District’s covered components within its Hybrid Entity,
who is responsible for overseeing compliance with the Covered Agency’s Privacy Policies
and Procedures, the HIPAA Privacy Regulations, HIPAA Security Regulations and other
applicable federal and state privacy law(s). Also referred to as the agency Privacy Officer, the
individual shall follow the guidance of the District’s Privacy and Security Official and shall
be responsive to and report to the District’s Privacy and Security Official on matters
pertaining to HIPAA compliance.
p. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 C.F.R. part 160 and part 164, subparts A and E.
q. Protected Health Information. "Protected Health Information" (PHI) or “Electronic
Protected Health Information” (ePHI) means individually identifiable health information that
is created or received by the Business Associate from or on behalf of the Covered Entity, or
agency following HIPAA best practices, which is:
i. Transmitted by, created or maintained in electronic media; or
ii. Transmitted or maintained in any other form or medium.
PHI does not include information in the records listed in subsection (2) of the definition in 45
C.F.R. §160.103. Required by Law. "Required by Law" shall have the same meaning as the
term "required by law" in 45 C.F.R. § 164.103.
r. Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and
Human Services or his or her designee.
s. Security Officer . The person designated by the Security Official or one of the District of
Columbia’s designated health care components, who is responsible for overseeing compliance
with the Covered Agency’s Privacy Policies and Procedures, the Security Rules, and other
applicable federal and state privacy law(s). The Covered Agency’s security officer shall
follow the guidance of the District’s Security Official, as well as the Associate Security
Official within the Office of the Chief Technology Officer and shall be responsive to the same
on matters pertaining to HIPAA compliance.
t. Security Rule. "Security Rule" shall mean the Standards for Security of Individually
Identifiable Health Information at 45 C.F.R. part 164.
u. Workforce. “Workforce” shall mean employees, volunteers, trainees, and other persons
whose conduct, in the performance of work for a covered entity or business associate, is under
the direct control of such entity, whether or not they are paid by the covered entity or business
associate.
2. Obligations and Activities of Business Associate
a. The Business Associate agrees not to use or disclose PHI or ePHI (hereinafter “PHI” or
Protected Health Information”) other than as permitted or required by this HIPAA
Compliance Clause or as required by law.
b. The Business Associate agrees to use appropriate safeguards and comply with
administrative, physical, and technical safeguards requirements in 45 C.F.R. §§ 164.308,
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164.310, 164.312 and 164.316 as required by § 13401 of the Health Information
Technology Economic and Clinical Health ACT (February 18, 2010) (“HITECH”), to
maintain the security of the PHI and to prevent use or disclosure of such PHI other than as
provided for by this Clause. Business Associate acknowledges that, pursuant to HITECH,
it must comply with the Security Rule and privacy provisions detailed in this Clause. As
such, Business Associate is under the jurisdiction of the United States Department of
Health and Human Services and is directly liable for its own compliance. A summary of
HIPAA Security Rule standards found at Appendix A to Subpart C of 45 C.F.R. § 164 is
as follows:

Administrative Safeguards

Security Management
Process
164.308(a)(1) Risk Analysis (R)
Risk Management (R)
Sanction Policy (R)
Information System Activity
Review (R)
Assigned Security
Responsibility
164.308(a)(2) (R)
Workforce Security 164.308(a)(3) Authorization and/or Supervision
(A)
Workforce Clearance Procedure
Termination Procedures (A)

Information Access
Management
164.308(a)(4) Isolating Health care Clearinghouse
Function (R)
Access Authorization (A)
Access Establishment and
Modification (A)
Security Awareness and
Training
164.308(a)(5) Security Reminders (A)
Protection from Malicious Software
(A)
Log-in Monitoring (A)
Password Management (A)
Security Incident
Procedures
164.308(a)(6) Response and Reporting (R)
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Physical Safeguards

Facility Access Controls 164.310(a)(1) Contingency Operations (A)
Facility Security Plan (A)
Access Control and Validation
Procedures (A)
Maintenance Records (A)
Workstation Use 164.310(b) (R)
Workstation Security 164.310(c) (R)
Device and Media Controls 164.310(d)(1) Disposal (R)
Media Re-use (R)
Accountability (A)
Data Backup and Storage (A)

Technical Safeguards (see § 164.312)

Access Control 164.312(a)(1) Unique User Identification (R)
Emergency Access Procedure (R)
Automatic Logoff (A)
Encryption and Decryption (A)

Audit Controls 164.312(b) (R)
Integrity 164.312(c)(1) Mechanism to Authenticate
Electronic Protected Health
Information (A)

Person or Entity
Authentication
164.312(d) (R)
Contingency Plan 164.308(a)(7 Data Backup Plan (R)
Disaster Recovery Plan (R)
Emergency Mode Operation Plan
(R)
Testing and Revision Procedure (A)
Applications and Data Criticality
Analysis (A)
Evaluation 164.308(a)(8) (R)
Business Associate
Contracts and Other
Arrangement
164.308(b)(1) Written Contract or Other
Arrangement (R)
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Transmission Security 164.312(e)(1) Integrity Controls (A)
Encryption (A)

c. The Business Associate agrees to name a Privacy and/or Security Officer who is
accountable for developing, maintaining, implementing, overseeing the compliance of
and enforcing compliance with this Clause, the Security Rule and other applicable
federal and state privacy law within the Business Associate’s business. The Business
associate reports violations and conditions to the District -wide Privacy and Security
Official and/or the Agency Privacy Officer of the covered component within the
District’s Hybrid Entity.

d. The Business Associate agrees to establish procedures for mitigating, and to mitigate
to the extent practicable, any deleterious effects that are known to the Business
Associate of a use or disclosure of PHI by the Business Associate in violation of the
requirements of this Clause.
e. The Business Associate agrees to report to Covered Entity, in writing, any use or
disclosure of the PHI not permitted or required by this HIPAA Compliance Clause or
other incident or condition arising out the Security Rule, including breaches of
unsecured PHI as required at 45 CFR §164.410, to the District -wide Privacy and
Security Official or agency Privacy Officer within ten (10) days from the time the
Business Associate becomes aware of such unauthorized use or disclosure. However,
if the Business Associate is an agent of the District (i.e., performing delegated
essential governmental functions), the Business Associate must report the incident or
condition immediately. Upon the determination of an actual data breach, and in
consultation with the District’s Privacy and Security Official, the Business Associate
will handle breach notifications to individuals, the HHS Office for Civil Rights
(OCR), and potentially the media, on behalf of the District.
f. The Business Associate agrees to ensure that any workforce member or any agent,
including a subcontractor, agrees to the same restrictions and conditions that apply
through this Clause with respect to PHI received from the Business Associate, PHI
created by the Business Associate, or PHI received by the Business Associate on
behalf of the Covered Entity.
g. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure
that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the
Business Associate agree to the same restrictions, conditions, and requirements that
apply to the Business Associate with respect to such information
h. Initially, within ten (10) days following the commencement of this Contract, or within
ten (10) days of a new or updated agreement with a subcontractor, the Business
Associate agrees to provide the District a list of all subcontractors who meet the
definition of a Business Associate. Additionally,
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Business Associate agrees to ensure its subcontractors understanding of liability and
monitor, where applicable, compliance with the Security Rule and applicable privacy
provisions in this Clause.
i. The Business Associate agrees to provide access within five business days, at the
request of the Covered Entity or an Individual, at a mutually agreed upon location,
during normal business hours, and in a format as directed by the District Privacy
Official or agency Privacy Officer, or as otherwise mandated by the Privacy Rule or
applicable District of Columbia laws, rules and regulations, to PHI in a Designated
Record Set, to the Covered Entity or an Individual, to facilitate the District’s
compliance with the requirements under 45 C.F.R. §164.524.
j. The Business Associate agrees to make any amendment(s) within five business days to
the PHI in a Designated Record Set that the Covered Entity directs or agrees to
pursuant to 45 CFR 164.526 in a format as directed by the District Privacy Official or

agency Privacy Officer in order to facilitate the District’s compliance with the
requirements under 45 C.F.R. §164.526.
k. The Business Associate agrees to use the standard practices of the Covered Entity to
verify the identification and authority of an Individual who requests the PHI in a
Designated Record Set of a recipient of services from or through the Covered Entity.
The Business Associate agrees to comply with the applicable portions of the Identity
and Procedure Verification Policy , attached hereto as Exhibit A and incorporated by
reference.
l. The Business Associate agrees to record authorizations and log such disclosures of
PHI and information related to such disclosures as would be required for the Covered
Entity to respond to a request by an Individual for an accounting of disclosures of PHI
in accordance with 45 C.F.R. § 164.528 and applicable District of Columbia laws,
rules and regulations.
m. The Business Associate agrees to provide to the Covered Entity or an Individual,
within five (5) business days of a request at a mutually agreed upon location, during
normal business hours, and in a format designated by the District’s Privacy and
Security Official or agency Privacy Officer and the duly authorized Business
Associate workforce member, information collected in accordance with Paragraph (i)
of this Section above, to permit the Covered Entity to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. §
164.528, and applicable District of Columbia laws, rules and regulations.
n. The Business Associate agrees to make internal practices, books, and records,
including policies and procedures, and PHI, relating to the use and disclosure of PHI
received from the Business Associate, or created, or received by the Business
Associate on behalf of the Covered Entity, available to the Covered Entity, or to the
Secretary, within five (5) business days of their request and at a mutually agreed upon
location, during normal business hours, and in a format designated by the District
Privacy and S ecurity Official or agency Privacy Officer and the duly authorized
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Business Associate workforce member, or in a time and manner designated by the
Secretary, for purposes of the Secretary in determining compliance of the Covered
Entity with the Privacy Rule.
o. To the extent the Business Associate is to carry out one or more of Covered Entity's
obligation(s) under Subpart E of 45 CFR Part 164, the Business Associate agrees to
comply with the requirements of Subpart E that apply to the Covered Entity in the
performance of such obligation(s).
p. As deemed necessary by the District, the Business Associate agrees to the monitoring
and auditing of items listed in paragraph 2 of this Clause, as well as data systems
storing or transmitting PHI, to verify compliance.
q. The Business Associate may aggregate PHI in its possession with the PHI of other
Covered Entities that Business Associate has in its possession through its capacity as a
Business Associate to other Covered Entities provided that the purpose of the

aggregation is to provide the Covered Entity with data analyses to the Health Care
Operations of the Covered Entity. Under no circumstances may the Business Associate
disclose PHI of one Covered Entity to another Covered Entity absent the explicit
written authorization and consent of the Privacy Officer or a duly authorized
workforce member of the Covered Entity.
r. Business Associate may de-identify any and all PHI provided that the de -identification
conforms to the requirements of 45 C.F.R. § 164.514(b) and any associated HHS
guidance. Pursuant to 45 C.F.R. § 164.502(d)(2), de -identified information does not
constitute PHI and is not subject to the terms of this HIPAA Compliance Clause.
3. Permitted Uses and Disclosures by the Business Associate
a. Except as otherwise limited in this HIPAA Compliance Clause, the Business Associate
may use or disclose PHI to perform functions, activities, or services for, or on behalf
of, the Covered Entity as specified in the Contract, provided that such use or
disclosure would not violate Subpart E of 45 CFR § 164 if the same activity were
performed by the Covered Entity or would not violate the minimum necessary policies
and procedures of the Covered Entity.
b. Except as otherwise limited in this HIPAA Compliance Clause, the Business Associate
may use PHI for the proper management and administration of the Business Associate
or to carry out the legal responsibilities of the Business Associate.
c. Except as otherwise limited in this HIPAA Compliance Clause, the Business Associate
may disclose PHI for the proper management and administration of the Business
Associate, provided that the disclosures are required by law, or the Business Associate
obtains reasonable assurances from the person to whom the information is disclosed
that it will remain confidential and used, or further disclosed, only as required by law,
or for the purpose for which it was disclosed to the person, and the person notifies the
Business Associate of any instances of which it has knowledge that the confidentiality
of the information has been breached.

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d. Except as otherwise limited in this HIPAA Compliance Clause, the Business Associate
may use PHI to provide Data Aggregation services to the Covered Entity as permitted
by 45 C.F.R. § 164.504(e)(2)(i)(B).
e. Business Associate may use PHI to report violations of the Law to the appropriate
federal and District of Columbia authorities, consistent with 45 C.F.R. § 164.502(j)(1).
4. Additional Obligations of the Business Associate
a. Business Associate shall submit a written report to the Covered Entity that identifies
the files and reports that constitute the Designated Record Set of the Covered Entity.
Business Associate shall submit said written report to the Privacy Officer no later than
thirty (30) days after the commencement of the HIPAA Compliance Clause. In the
event that Business Associate utilizes new files or reports which constitute the
Designated Record Set, Business Associate shall notify the Covered Entity of said
event within thirty (30) days of the commencement of the file’s or report’s usage. The
Designated Record Set file shall include, but not be limited to the identity of the

following:
i. Name of the Business Associate of the Covered Entity;
ii. Title of the Report/File;
iii. Confirmation that the Report/File contains Protected Health Information (Yes
or No);
iv. Description of the basic content of the Report/File;
v. Format of the Report/File (Electronic or Paper);
vi. Physical location of Report/File;
vii. Name and telephone number of current member(s) of the workforce of the
Covered Entity or other District of Columbia government agency responsible
for receiving and processing requests for Protected Health Information; and
viii. Supporting documents if the recipient/personal representative has access to the
Report/File.

b. Business Associate must provide assurances to the Covered Entity that it will continue
to employ sufficient administrative, technical and physical safeguards, as described
under the Security Rule, to protect and secure the Covered Entity’s ePHI entrusted to
it. These safeguards include:

i. The Business Associate agrees to administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity, and availability of the ePHI that the Business Associate creates,
receives, maintains, or transmits on behalf of the covered entity.
ii. The Business Associate agrees to report to the Covered Entity any security
incident of which it becomes aware, including any attempts to access ePHI,
whether those attempts were successful or not.
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iii. This Business Associate Agreement may be terminated if the Covered Entity
determines that the Business Associate has materially breached the agreement.
iv. The Business Associate agrees to make all policies and procedures, and
documents relating to security, available to the Secretary of HHS for the
purposes of determining the covered entity’s compliance with HIPAA.
v. This agreement continues in force for as long as the Business Associate retains
any access to the Covered Entity’s ePHI.

vi. With respect to the subset of PHI known as ePHI as defined by HIPAA
Security Standards at 45 C.F.R. Parts 160 and 164, subparts A and C (the
"Security Rule"), if in performing the Services, Business Associate, its
employees, agents, subcontractors and any other individual permitted by
Business Associate will have access to any computer system, network, file,
data or software owned by or licensed to Provider that contains ePHI, or if
Business Associate otherwise creates, maintains, or transmits ePHI on

Provider’s behalf, Business Associate shall take reasonable security measures
necessary to protect the security of all such computer systems, networks, files,
data and software. With respect to the security of ePHI, Business Associate
shall: (A) Implement administrative, physical and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity, and
availability of the ePHI that it creates, receives, maintains, or transmits on
behalf of the Provider; (B) Ensure that any agent, including a subcontractor, to
whom it provides such information agrees to implement reasonable and
appropriate safeguards to protect it; and (C) Report to the Provider any security
incident of which it becomes aware.

vii. Business Associate agrees not to electronically transmit or permit access to
PHI unless such transmission or access is authorized by this Addendum and the
Agreement and further agrees that it shall only transmit or permit such access if
such information is secured in a manner that is consistent with applicable law,
including the Security Rule. For purposes of this Addendum, “encrypted” shall
mean the reversible conversion of readable information into unreadable,
protected form so that only a recipient who has the appropriate “key” can
convert the information back into original readable form. If the Covered Entity
stores, uses or maintains PHI in encrypted form, or in any other secured form
acceptable under the security regulations, Covered Entity shall promptly, at
request, provide with the key or keys to decrypt such information and will
otherwise assure that such PHI is accessible by upon reasonable request.

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viii. In the event Business Associate performs functions or activities involving the
use or disclosure of PHI on behalf of Covered Entity that involve the
installation or maintenance of any software (as it functions alone or in
combination with any hardware or other software), Business Associate shall
ensure that all such software complies with all applicable standards and
specifications required by the HIPAA Regulations and shall inform of any
software standards or specifications not compliant with the HIPAA
Regulations.

c. At the request of the Covered Entity, the Business Associate agrees to amend this
agreement to comply with all HIPAA mandates.

5. Sanctions

Business Associate agrees that its workforce members, agents and subcontractors who
violate the provisions of HIPAA or other applicable federal or state privacy law will
be subject to discipline in accordance with Business Associate’s Personnel Policy and

applicable collective bargaining agreements. Business Associate agrees to impose
sanctions consistent with Business Associate’s personnel policies and procedures and
applicable collective bargaining agreements with respect to persons employed by it.
Members of the Business Associate Workforce who are not employed by Business
Associate are subject to the policies and applicable sanctions for violation of this
Compliance Clause as set forth in business associate agreements. In the event
Business Associate imposes sanctions against any member of its workforce, agents,
and subcontractors for violation of the provisions of HIPAA or other applicable
federal or state privacy laws, the Business Associate shall inform the District Privacy
Official or the agency Privacy Officer of the imposition of sanctions.
6. Obligations of the Covered Entity
a. The Covered Entity shall notify the Business Associate of any limitation(s) in its
Notice of Privacy Practices of the Covered Entity in accordance with 45 C.F.R. §
164.520, to the extent that such limitation may affect the use or disclosure of PHI by
the Business Associate.
b. The Covered Entity shall notify the Business Associate of any changes in, or
revocation of, permission by the Individual to the use or disclosure of PHI, to the
extent that such changes may affect the use or disclosure of PHI by the Business
Associate.
c. The Covered Entity shall notify the Business Associate of any restriction to the use or
disclosure of PHI that the Covered Entity has agreed to in accordance with 45 C.F.R. §
164.522, to the extent that such restriction may affect the use or disclosure of PHI by
the Business Associate.
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7. Permissible Requests by Covered Entity
Covered Entity shall not request the Business Associate to use or disclose PHI in any
manner that would not be permissible under the Privacy Rule and Subpart E of 45
CFR § 164 if done by the Covered Entity.
8. Representations and Warranties.
The Business Associate represents and warrants to the Covered Entity:
a. That it is duly organized, validly existing, and in good standing under the laws of the
jurisdiction in which it is organized or licensed, it has the full power to enter into this
HIPAA Compliance Clause and it, its employees, agents, subcontractors,
representatives and members of its workforce are licensed and in good standing with
the applicable agency, board, or governing body to perform its obligations hereunder,
and that the performance by it of its obligations under this HIPAA Compliance Clause
has been duly authorized by all necessary corporate or other actions and will not
violate any provision of any license, corporate charter or bylaws;
b. That it, its employees, agents, subcontractors, representatives and members of its
workforce are in good standing with the District of Columbia, that it, its employees,
agents, subcontractors, representatives and members of its workforce will submit a
letter of good standing from the District of Columbia, and that it, its employees,

agents, subcontractors, representatives and members of its workforce have not been
de-barred from being employed as a contractor by the federal government or District
of Columbia;
c. That neither the execution of this HIPAA Compliance Clause, nor its performance
hereunder, will directly or indirectly violate or interfere with the terms of another
agreement to which it is a party, or give any governmental entity the right to suspend,
terminate, or modify any of its governmental authorizations or assets required for its
performance hereunder. The Business Associate represents and warrants to the
Covered Entity that it will not enter into any agreement the execution or performance
of which would violate or interfere with this HIPAA Compliance Clause;
d. That it is not currently the subject of a voluntary or involuntary petition in bankruptcy,
does not currently contemplate filing any such voluntary petition, and is not aware of
any claim for the filing of an involuntary petition;
e. That all of its employees, agents, subcontractors, representatives and members of its
workforce, whose services may be used to fulfill obligations under this HIPAA
Compliance Clause are or shall be appropriately informed of the terms of this HIPAA
Compliance Clause and are under legal obligation to the Business Associate, by
contract or otherwise, sufficient to enable the Business Associate to fully comply with
all provisions of this HIPAA Compliance Clause. Modifications or limitations that the
Covered Entity has agreed to adhere to with regards to the use and disclosure of PHI
of any individual that materially affects or limits the uses and disclosures that are
otherwise permitted under the Privacy Rule will be communicated to the Business
Associate, in writing, and in a timely fashion;
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f. That it will reasonably cooperate with the Covered Entity in the performance of the
mutual obligations under this Contract;
g. That neither the Business Associate, nor its shareholders, members, directors, officers,
agents, subcontractors, employees or members of its workforce have been excluded or
served a notice of exclusion or have been served with a notice of proposed exclusion,
or have committed any acts which are cause for exclusion, from participation in, or
had any sanctions, or civil or criminal penalties imposed under, any federal or District
healthcare program, including but not limited to Medicare or Medicaid, or have been
convicted, under federal or District law (including without limitation followin g a plea
of nolo contendere or participation in a first offender deferred adjudication or other
arrangement whereby a judgment of conviction has been withheld), of a criminal
offense related to (a) the neglect or abuse of a patient, (b) the delivery of an item or
service, including the performance of management or administrative services related to
the delivery of an item or service, under a federal or District healthcare program, (c)
fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial
misconduct in connection with the delivery of a healthcare item or service or with
respect to any act or omission in any program operated by or financed in whole or in
part by any federal, District or local government agency, (d) the unlawful,

manufacture, distribution, prescription or dispensing of a controlled substance, or (e)
interference with or obstruction of any investigation into any criminal offense
described in (a) through (d) above. The Business Associate further agrees to notify the
Covered Entity immediately after the Business Associate becomes aware that any of
the foregoing representations and warranties may be inaccurate or may become
incorrect
9. Term and Termination
a. Term. The requirements of this HIPAA Compliance Clause shall be effective as of the
date of the contract award and shall terminate when all the PHI provided by the
Covered Entity to the Business Associate or created or received by the Business
Associate on behalf of the Covered Entity, is confidentially destroyed or returned to
the Covered Entity within five (5) business days of its request. The PHI shall be
returned in a format mutually agreed upon by and between the Privacy Official and/or
Privacy Officer or his or her designee and the appropriate and duly authorized
workforce member of the Business Associate. ; If it is infeasible to return or
confidentially destroy the PHI, protections shall be extended to such information, in
accordance with the termination provisions in this Section and communicated to the
Privacy Official or Privacy Officer or his or her designee. The requirement to return
PHI to the District at the end of the contract term or if the contract is terminated
applies irrespective of whether the Business Associate is also a covered entity under
HIPAA. Where a business associate is also a covered entity, PHI provided by the
District, or created or received by the Business Associate on behalf of the District, a
duplicate of the record may be acceptable if mutually agreed.
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b. Termination for Cause. Upon the Covered Entity's knowledge of a material breach of
this HIPAA Compliance Clause by the Business Associate, the Covered Entity shall
either:
i. Provide an opportunity for the Business Associate to cure the breach or end the
violation and terminate the Contract if the Business Associate does not cure the breach
or end the violation within the time specified by the Covered Entity; or
ii. Immediately terminate the Contract if the Business Associate breaches a material term
of this HIPAA Compliance Clause and a cure is not possible.
If neither termination nor cure is feasible, the Covered Entity shall report the violation
to the Secretary.
c. Effect of Termination.
i. Except as provided in paragraph (ii) of this section, upon termination of the Contract,
for any reason, the Business Associate shall return in a mutually agreed upon format or
confidentially destroy all PHI received from the Covered Entity or created or received
by the Business Associate on behalf of the Covered Entity within five (5) business
days of termination. This provision shall apply to PHI that is in the possession of all
subcontractors, agents or workforce members of the Business Associate. The Business
Associate shall retain no copies of PHI in any form.
ii. In the event that the Business Associate determines that returning or destroying the
PHI is infeasible, the Business Associate shall provide written notification to the
Covered Entity of the conditions that make the return or confidential destruction
infeasible. Upon determination by the agency Privacy Officer that the return or
confidential destruction of the PHI is infeasible, the Business Associate shall extend
the protections of this HIPAA Compliance Clause to such PHI and limit further uses
and disclosures of such PHI for so long as the Business Associate maintains such PHI.
Additionally, the Business Associate shall:
(1) Retain only that PHI which is necessary for Business Associate to continue its
proper management and administration or to carry out its legal responsibilities;
(2) Return to covered entity, or, if agreed to by covered entity, destroy the
remaining PHI that the business associate still maintains in any form;
(3) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR
Part 164 with respect to ePHI to prevent use or disclosure of the PHI, other than as
provided for in this Section, for as long as Business Associate retains the PHI;
(4) Not use or disclose the PHI retained by Business Associate other than for the
purposes for which such PHI was retained and subject to the same conditions set out at
[Insert section number related to paragraphs (e) and (f) above under “Permitted
Uses and Disclosures By Business Associate” ] which applied prior to termination;
and
(5) Return to covered entity or, if agreed to by covered entity, destroy the PHI
retained by Business Associate when it is no longer needed by Business Associate for
its proper management and administration or to carry out its legal responsibilities.
The obligations outlined in Section 2. Obligations and Activities of Business
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Associate shall survive the termination of this Contract.
2. Miscellaneous
a. Regulatory References. A reference in this HIPAA Compliance Clause to a section in the
Privacy Rule means the section as in effect or as amended.
b. Amendment. The Parties agree to take such action as is necessary to amend this HIPAA
Compliance Clause from time to time as is necessary for the Covered Entity to comply with
the requirements of the Privacy Rule and HIPAA. Except for provisions required by law as
defined herein, no provision hereof shall be deemed waived unless in writing and signed by
duly authorized representatives of the Parties. A waiver with respect to one event shall not be
construed as continuing, or as a bar to or waiver of any other right or remedy under this
HIPAA Compliance Clause.
c. Survival. The respective rights and obligations of the Business Associate under Section 9.
Term and Termination of this HIPAA Compliance Clause and the sections of the Standard
Contract Provisions for use with the District of Columbia Government Supply and Services
Contracts covering Default and Termination for the Convenience of the District shall survive
termination of the Contract.
d. Interpretation. Any ambiguity in this HIPAA Compliance Clause shall be resolved to permit
compliance with applicable federal and District of Columbia laws, rules and regulations, and
the HIPAA Rules, and any requirements, rulings, interpretations, procedures, or other actions
related thereto that are promulgated, issued or taken by or on behalf of the Secretary; provided
that applicable federal and District of Columbia laws, rules and regulations shall supersede the
Privacy Rule if, and to the extent that they impose additional requirements, have requirements
that are more stringent than or provide greater protection of patient privacy or the security or
safeguarding of PHI than those of the HIPAA Rules.
The terms of this HIPAA Compliance Clause amend and supplement the terms of the
Contract, and whenever possible, all terms and conditions in this HIPAA Compliance Clause
are to be harmonized. In the event of a conflict between the terms of the HIPAA Compliance
Clause and the terms of the Contract, the terms of this HIPAA Compliance Clause shall
control; provided, however, that this HIPAA Compliance Clause shall not supersede any other
federal or District of Columbia law or regulation governing the legal relationship of the
Parties, or the confidentiality of records or information, except to the extent that the Privacy
Rule preempts those laws or regulations. In the event of any conflict between the provisions
of the Contract (as amended by this HIPAA Compliance Clause) and the Privacy Rule, the
Privacy Rule shall control.
e. No Third-Party Beneficiaries. The Covered Entity and the Business Associate are the only
parties to this HIPAA Compliance Clause and are the only parties entitled to enforce its terms.
Except for the rights of individuals, as defined herein, to have access to and amend their PHI,
and to an accounting of the uses and disclosures thereof, in accordance with Paragraphs (2)(f),
(g) and (j), nothing in the HIPAA Compliance Clause gives, is intended to give, , or shall be
construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to
third persons.

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f. Compliance with Applicable Law . The Business Associate shall comply with all federal and
District of Columbia laws, regulations, executive orders and ordinances, as they may be
amended from time to time during the term of this HIPAA Compliance Clause and the
Contract; to the extent they are applicable to this HIPAA Compliance Clause and the
Contract.
g. Governing Law and Forum Selection . This Contract shall be construed broadly to
implement and comply with the requirements relating to the Privacy Rule, and other
applicable laws and regulations. All other aspects of this Contract shall be governed under the
laws of the District of Columbia. The Covered Entity and the Business Associate agree that
all disputes which cannot be amicably resolved by the Covered Entity and the Business
Associate regarding this HIPAA Compliance Clause shall be litigated before the District of
Columbia Contract Appeals Board, the District of Columbia Court of Appeals, or the United
States District Court for the District of Columbia having jurisdiction, as the case may be. The
Covered Entity and the Business Associate expressly waive any and all rights to initiate
litigation, arbitration, mediation, negotiations and/or similar proceedings outside the physical
boundaries of the District of Columbia and expressly consent to the jurisdiction of the above
tribunals.
h. Indemnification. The Business Associate shall indemnify, hold harmless and defend the
Covered Entity from and against any and all claims, losses, liabilities, costs, and other
expenses incurred as a result or arising directly or indirectly out of or in connection with (a)
any misrepresentation, breach of warranty or non -fulfillment of any undertaking of the
Business Associate under this HIPAA Compliance Clause; and (b) any claims, demands,
awards, judgments, actions and proceedings made by any person or organization, arising out
of or in any way connected with the performance of the Business Associate under this HIPAA
Compliance Clause.
i. Injunctive Relief . Notwithstanding any rights or remedies under this HIPAA Compliance
Clause or provided by law, the Covered Entity retains all rights to seek injunctive relief to
prevent or stop the unauthorized use or disclosure of PHI by the Business Associate, its
workforce, any of its subcontractors, agents, or any third party who has received PHI from the
Business Associate.
j. Assistance in litigation or administrative proceedings . The Business Associate shall make
itself and any agents, affiliates, subsidiaries, subcontractors or its workforce assisting the
Business Associate in the fulfillment of its obligations under this HIPAA Compliance Clause
and the Contract, available to the Covered Entity, to testify as witnesses, or otherwise, in the
event of litigation or administrative proceedings being commenced against the Covered
Entity, its directors, officers or employees based upon claimed violation of HIPAA, the
Privacy Rule or other laws relating to security and privacy, except where the Business
Associate or its agents, affiliates, subsidiaries, subcontractors or its workforce are a named
adverse party.
k. Notices. Any notices between the Parties or notices to be given under this HIPAA
Compliance Clause shall be given in writing and delivered by personal courier delivery or
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overnight courier delivery, or by certified mail with return receipt requested, to the Business
Associate or to the Covered Entity, to the addresses given for each Party below or to the
address either Party hereafter gives to the other Party. Any notice, being addressed and
mailed in the foregoing manner, shall be deemed given five (5) business days after mailing.
Any notice delivered by personal courier delivery or overnight courier delivery shall be
deemed given upon notice upon receipt.

If to the Business Associate, to If to the Covered Entity, to

Second Family, Inc Child and Family Services Agency
4600 Forbes Blvd, Ste.410 Wendy Singleton, FOIA Officer
Lanham MD 20706 Washington, DC 20003
Attention:
Shilda Frost, President
Fax: 202-727-8886

l. Headings. Headings are for convenience only and form no part of this HIPAA Compliance
Clause and shall not affect its interpretation.
m. Counterparts; Facsimiles. This HIPAA Compliance Clause may be executed in any number
of counterparts, each of which shall be deemed an original. Facsimile copies hereof shall be
deemed to be originals.
n. Successors and Assigns. The provisions of this HIPAA Compliance Clause shall be binding
upon and shall inure to the benefit of the Parties hereto and their respective successors and
permitted assigns, if any.
o. Severance. In the event that any provision of this HIPAA Compliance Clause is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions
of this HIPAA Compliance Clause will remain in full force and effect. In addition, in the
event a Party believes in good faith that any provision of this HIPAA Compliance Clause fails
to comply with the then -current requirements of the Privacy Rule, such party shall notify the
other Party in writing, in the manner set forth in Section 10. Miscellaneous, Paragraph k.
Notices. Within ten (10) business days from receipt of notice, the Parties shall address in
good faith such concern and amend the terms of this HIPAA Compliance Clause, if necessary
to bring it into compliance. If, after thirty (30) days, the HIPAA Compliance Clause fails to
comply with the Privacy Rule, then either Party has the right to terminate this HIPAA
Compliance Clause upon written notice to the other Party.
p. Independent Contractor. The Business Associate will function as an independent contractor
and shall not be considered an employee of the Covered Entity for any purpose. Nothing in
this HIPAA Compliance Clause shall be interpreted as authorizing the Business Associate
workforce, its subcontractor(s) or its agent(s) or employee(s) to act as an agent or
representative for or on behalf of the Covered Entity.
q. Entire Agreement . This HIPAA Compliance Clause may be amended from time to time
pursuant to Section 10. Miscellaneous, Paragraph b. Amendment, which incorporates by
reference the Contract, and specific procedures from the District of Columbia Department of
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Health Privacy Policy Operations Manual, constitutes the entire agreement and understanding
between the Parties and supersedes all prior oral and written agreements and understandings
between them with respect to applicable District of Columbia and federal laws, rules and
regulations, HIPAA and the Privacy Rule, and any rules, regulations, requirements, rulings,
interpretations, procedures, or other actions related thereto that are promulgated, issued or
taken by or on behalf of the Secretary.
Attachment
Exhibit A - Personal Identifiable Information

G.12 RESERVED

G.13 CRIMINAL BACKGROUND AND TRAFFIC RECORDS CHECKS FOR
CONTRACTORS THAT PROVIDE DIRECT SERVICES TO CHILDREN OR
YOUTH

G.13.1 A contractor that provides services as a covered child or youth services provider, as defined in
section 202(3) of the Child and Youth, Safety and Health Omnibus Amendment Act of2004,
effective April 13,2005 (D.C. Law 15 -353; D.C. Official Code § 4 -1501.01 et seq.), as
amended (in this section, the "Act"), shall obtain criminal history records to investigate
persons applying for employment, in either a compensated or an unsupervised volunteer
position, as well as its current employees and unsupervised volunteers. The Contractor shall
request criminal background checks for the following positions: All individuals who provide
services under this contract.

G.13.2 The Contractor shall also obtain traffic records to investigate persons applying for
employment, as well as current employees and volunteers, when that person will be required
to drive a motor vehicle to transport children in the course of performing his or her duties. The
Contractor shall request traffic records for the following positions: all positions which have
direct or unsupervised contact with children.

G.13.3 The Contractor shall inform all applicants requiring a criminal background check that a
criminal background check must be conducted on the applicant before the applicant may be
offered a compensated position or an unsupervised volunteer position.

G.13.4 The Contractor shall inform all applicants requiring a traffic record check that a traffic records
check must be conducted on the applicant before the applicant may be offered a compensated
position or a volunteer position. The Contractor shall obtain from each applicant, employee,
and unsupervised volunteer:

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(A) a written authorization which authorizes the District to conduct a criminal background
check;

(B) a written confirmation stating that the Contractor has informed him or her that the District
is authorized to conduct a criminal background check;

(C) a signed affirmation stating whether or not they have been convicted of a crime, pleaded
nolo contendere, are on probation before judgment or placement of a case upon a stet
docket, or have been found not guilty by reason of insanity, for any sexual offenses or
intra-family offenses in the District or their equivalent in any other state or territory, or for
any of the following felony offenses or their equivalent in any other state or territory:

(i) Murder, attempted murder, manslaughter, or arson;
(ii) Assault, assault with a dangerous weapon, mayhem, malicious disfigurement, or
threats to do bodily harm;
(iii) Burglary;
(iv) Robbery;
(v) Kidnapping;
(vi) Illegal use or possession of a firearm;
(vii) Sexual offenses, including indecent exposure; promoting, procuring, compelling,
soliciting, or engaging in prostitution; corrupting minors (sexual relations with
children); molesting; voyeurism; committing sex acts in public; incest; rape; sexual
assault; sexual battery; or sexual abuse; but excluding sodomy between consenting
adults;
(viii) Child abuse or cruelty to children; or
(ix) Unlawful distribution of or possession with intent to distribute a controlled substance

(D) a written acknowledgement stating that the Contractor has notified them that they are
entitled to receive a copy of the criminal background check and to challenge the accuracy
and completeness of the report; and

(E) a written acknowledgement stating that the Contractor has notified them that they may be
denied employment or a volunteer position or may be terminated as an employee or
volunteer based on the results of the criminal background check.

G.13.5 The Contractor shall inform each applicant, employee and unsupervised volunteer that a false
statement may subject them to criminal penalties.

G.13.6 Prior to requesting a criminal background check, the Contractor shall provide each applicant,
employee, or unsupervised volunteer with a form or forms to be utilized for the following
purposes:
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(A) To authorize the Metropolitan Police Department (MPD), or designee, to conduct the
criminal background check and confirm that the applicant, employee, or unsupervised
volunteer has been informed that the Contractor is authorized and required to conduct a
criminal background check;

(B) To affirm whether or not the applicant, employee, or unsupervised volunteer has been
convicted of a crime, has pleaded nolo contendere, is on probation before judgment or
placement of a case upon a stet docket, or has been found not guilty by reason of
insanity for any sexual offenses or intra -family offenses in the District or their
equivalent in any other state or territory of the United States, or for any of the felony
offenses described in paragraph 18.S(C);

(C) To acknowledge that the applicant, employee, or unsupervised volunteer has been
notified of his or her right to obtain a copy of the criminal background check report and
to challenge the accuracy and completeness of the report;

(D) To acknowledge that the applicant may be denied employment, assignment to, or an
unsupervised volunteer position for which a criminal background check is required
based on the outcome of the criminal background check; and

(E) To inform the applicant or employee that a false statement on the form or forms may
subject them to criminal penalties pursuant to D.C. Official Code §22-2405.

G.13.7 The Contractor shall direct the applicant or employee to complete the form or forms and
notify the applicant or employee when and where to report to be fingerprinted.

G.13.8 Unless otherwise provided herein, the Contractor shall request criminal background checks
from the Chief, MPD (or designee), who shall be responsible for conducting criminal
background checks, including fingerprinting.

G.13.9 The Contractor shall request traffic record checks from the Director, Department of Motor
Vehicles (DMV) (or designee), who shall be responsible for conducting traffic record checks.

G.13.10 The Contractor shall provide copies of all criminal background and traffic check reports to the
CA within one business day of receipt.

G.13.11 The Contractor shall pay for the costs for the criminal background and traffic record checks,
pursuant to the requirements set forth by the MPD and DMV. The District shall not make any
separate payment for the cost of criminal background and traffic record checks.

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G.13.12 The Contractor shall make an offer of appointment to, or assign a current employee or
applicant to, a compensated position contingent upon receipt from the contracting officer of
the CA's decision after his or her assessment of the criminal background or traffic record
check.

G.13.13 The Contractor shall not make an offer of appointment to an unsupervised volunteer whose
position brings him or her into direct contact with children until it receives from the
contracting officer the CA's decision after his or her assessment of the criminal background or
traffic record check.

G.13.15 The Contractor shall not employ or permit to serve as an unsupervised volunteer an applicant
or employee who has been convicted of, has pleaded nolo contendere to, is on probation
before judgment or placement of a case on the stet docket because of, or has been found not
guilty by reason of insanity for any sexual offenses involving a minor.

G.13.16 Unless otherwise specified herein, the Contractor shall conduct periodic criminal background
checks upon the exercise of each option year of this contract for current employees and
unsupervised volunteer in the positions listed in sections G.13.1 and G.13.2

G.13.17 An employee or unsupervised volunteer may be subject to administrative action including, but
not limited to, reassignment or termination at the discretion of the CA after his or her
assessment of a criminal background or traffic record check.

G.13.18 Criminal background and traffic record check reports obtained under this section shall be
confidential and are for the exclusive use of making employment-related determinations.

The Contractor shall not release or otherwise disclose the reports to any person, except as
directed by the contracting officer.

***END OF SECTION G***

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SECTION H: SPECIAL CONTRACT REQUIREMENTS

H.1 HIRING OF DISTRICT RESIDENTS AS APPRENTICES AND TRAINEES

H.1.1 For all new employment resulting from this contract or subcontracts hereto, as defined in Mayor’s
Order 83 -265 and implementing instructions, the Contractor shall use its best efforts to comply
with the following basic goal and objectives for utilization of bona fide residents of the District of
Columbia in each project’s labor force:

H.1.1.1 At least fifty -one (51) percent of apprentices and trainees employed shall be residents of the
District of Columbia registered in programs approved by the District of Columbia Apprenticeship
Council.

H.1.2 The Contractor shall negotiate an Employment Agreement with the Department of Employment
Services (DOES) for jobs created as a result of this contract. The DOES shall be the Contractor’s
first source of referral for qualified apprentices and trainees in the implementation of employment
goals contained in this clause.

H.2 DEPARTMENT OF LABOR WAGE DETERMINATIONS

The Contractor shall be bound by the Wage De termination No. 2015 -4281 Rev. 30, dated
07/22/2024, issued by the U.S. Department of Labor in accordance with the Service Contract Act,
41 U.S.C. §351 et seq., and incorporated herein as Section J.2. The Contractor shall be bound by
the wage rates for the term of the contract subject to revision as stated herein and in accordance
with Section 24 of the SCP. If an option is exercised, the Contractor shall be bound by the
applicable wage rates at the time of the exercise of the option. If the option is exercised and the
CO obtains a revised wage determination, the revised wage determination is applicable for the
option periods and the Contractor may be entitled to an equitable adjustment.

H.3 PREGNANT WORKERS FAIRNESS

H.3.1 The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of 2016 , D.C.
Official Code § 32-1231.01 et seq. (PPWF Act).

H.3.2 The Contractor shall not:

(a) Refuse to make reasonable accommodations to the known limitations related to pregnancy,
childbirth, related medical conditions, or breastfeeding for an employee, unless the
Contractor can demonstrate that the accommodation would impose an undue hardship;

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(b) Take an adverse action against an employee who requests or uses a reasonable
accommodation in regard to the employee's conditions or privileges of employment,
including failing to reinstate the employee when the need for reasonable accommodations
ceases to the employee's original job or to an equivalent position with equivalent:

(1) Pay;

(2) Accumulated seniority and retirement;

(3) Benefits; and

(4) Other applicable service credits;

(c) Deny employment opportunities to an employee, or a job applicant, if the denial is based on
the need of the employer to make reasonable accommodations to the known limitations
related to pregnancy, childbirth, related medical conditions, or breastfeeding;

(d) Require an employee affected by pregnancy, childbirth, related medical conditions, or
breastfeeding to accept an accommodation that the employee chooses not to accept if the
employee does not have a known limitation related to pregnancy, childbirth, related medical
conditions, or breastfeeding or the accommodation is not necessary for the employee to
perform her duties;

(e) Require an employee to take leave if a reasonable accommodation can be provided; or

(f) Take adverse action against an employee who has been absent from work as a result of a
pregnancy-related condition, including a pre-birth complication.

H.3.3 The Contractor shall post and maintain in a conspicuous place a notice of rights in both
English and Spanish and provide written notice of an employee's right to a needed reasonable
accommodation related to pregnancy, childbirth, related medical conditions, or breastfeeding
pursuant to the PPWF Act to:

(a) New employees at the commencement of employment;

(b) Existing employees; and

(c) An employee who notifies the employer of her pregnancy, or other condition covered
by the PPWF Act, within 10 days of the notification.

H.3.4 The Contractor shall provide an accurate written translation of the notice of rights to any non-English
or non-Spanish speaking employee.
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H.3.5 Violations of the PPWF Act shall be subject to civil penalties as described in the Act.

H.4 UNEMPLOYED ANTI-DISCRIMINATION

H.4.1 The Contractor shall comply with the Unemployed Anti-Discrimination Act of 2012, D.C. Official
Code § 32-1361 et seq.

H.4.2 The Contractor shall not:

(a) Fail or refuse to consider for employment, or fail or refuse to hire, an individual as an
employee because of the individual's status as unemployed; or

(b) Publish, in print, on the Internet, or in any other medium, an advertisement or announcement
for any vacancy in a job for employment that includes:

(1) Any provision stating or indicating that an individual's status as unemployed disqualifies
the individual for the job; or

(2) Any provision stating or indicating that an employment agency will not consider or hire
an individual for employment based on that individual's status as unemployed.

H.4.3 Violations of the Unemployed Anti -Discrimination Act shall be subject to civil penalties as
described in the Act.

H.5 51% DISTRICT RESIDENT’S NEW HIRES REQUIREMENTS AND FIRST SOURCE
EMPLOYMENT AGREEMENT – N/A.

Delete Article 35, 51% District Residents New Hires Requirements and First Source Employment
Agreement, of the Standard Contract Provisions dated July 2010 for use with District of Columbia
Government Supplies and Services Contracts and substitute the following Section H.5 51%
DISTRICT RESIDENTS NEW HIRES REQUIREMENTS AND FIRST SOURCE
EMPLOYMENT AGREEMENT in its place:

H.5 51% DISTRICT RESIDENTS’ NEW HIRES REQUIREMENTS AND FIRST SOURCE
EMPLOYMENT AGREEMENT.

H.5.1 For contracts for services in the amount of $300,000 or more, the Contractor shall comply with the
First Source Employment Agreement Act of 1984, as amended, D.C. Official Code § 2 -219.01 et
seq. (First Source Act).

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H.5.2 The Contractor shall enter into and maintain during the term of the contract, a First Source
Employment Agreement (Employment Agreement) with the District of Columbia Department of
Employment Service’s (DOES), in which the Contractor shall agree that:

(a) The first source for finding employees to fill all jobs created in order to perform the
contract shall be the First Source Register; and

(b) The first source for finding employees to fill any vacancy occurring in all jobs covered by
the Employment Agreement shall be the First Source Register.

H.5.3 The Contractor shall not begin performance of the contract until its Employment Agreement has
been accepted by DOES. Once approved, the Employment Agreement shall not be amended except
with the approval of DOES.

H.5.4 The Contractor agrees that at least 51% of the new employees hired to perform the contract shall be
District residents.

H.5.5 The Contractor’s hiring and reporting requirements under the First Source Act and any rules
promulgated thereunder shall continue for the term of the contract.

H.5.6 The CO may impose penalties, including monetary fines of 5% of the total amount of the direct and
indirect labor costs of the contract, for a willful breach of the Employment Agreement, failure to
submit the required hiring compliance reports, or deliberate submission of falsified data.

H.5.7 If the Contractor does not receive a good faith waiver, the CO may also impose an additional penalty
equal to 1/8 of 1% of the total amount of the direct and indirect labor costs of the contract for each
percentage by which the Contractor fails to meet its hiring requirements.

H.5.8 Any contractor which violates, more than once within a 10 -year timeframe, the hiring or reporting
requirements of the First Source Act shall be referred for debarment for not more than five (5) years.

H.5.9 The contractor may appeal any decision of the CO pursuant to this clause to the D.C. Contract
Appeals Board as provided in clause 14 of the SCP, Disputes.

H.5.10 The provisions of the First Source Act do not apply to nonprofit organizations which employ 50
employees or less.

H.6 RESERVED

H.7 RESERVED

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H.8 RESERVED

H.9 SUBCONTRACTING REQUIREMENTS

H.9.1 Subcontracting Requirements

H.9.1.1 The Director of the Department of Small and Local Business Development (DSLBD) has approved
a waiver of the mandatory subcontracting requirements for this contract.

H.9.1.2 A prime contractor that is a CBE and has been granted a bid preference pursuant to D.C. Official
Code § 2 -218.43, or is selected through a set -aside program, shall perform at least 35% of the
contracting effort with its own organization and resources and, if it subcontracts, 35% of the
subcontracting effort shall be with CBEs. A CBE prime contractor that performs less than 35% of
the contracting effort shall be subject to enforcement actions under D.C. Official Code § 2 -
218.63.

H.9.1.3 A prime contractor that is a certified joint venture and has been granted a bid preference pursuant
to D.C. Official Code § 2-218.43, or is selected through a set-aside program, shall perform at least
50% of the contracting effort with its own organization and resources and, if it subcontracts, 35%
of the subcontracting effort shall be with CBEs. A certified joint venture prime contractor that
performs less than 50% of the contracting effort shall be subject to enforcement actions under
D.C. Official Code § 2-218.63.

H.9.1.4 Each CBE utilized to meet these subcontracting requirements shall perform at least 35% of its
contracting effort with its own organization and resources.

H.9.1.5 A prime contractor that is a CBE and has been granted a bid preference pursuant to D.C. Official
Code § 2-218.43, or is selected through a set -aside program, shall perform at least 50% of the on -
site work with its own organization and resources if the contract is $1 million or less.

H.10 FAIR CRIMINAL RECORD SCREENING

H.10.1 The Contractor shall comply with the provisions of the Fair Criminal Record Screening
Amendment Act of 2014, effective December 17, 2014 (D.C. Law 20 -152) (the “Act” as used in
this section). This section applies to any employment, including employment on a temporary or
contractual basis, where the physical location of the employment is in whole or substantial part
within the District of Columbia.
H.10.2 Prior to making a conditional offer of employment, the Contractor shall not require an applicant
for employment, or a person who has requested consideration for employment by the Contractor,
to reveal or disclose an arrest or criminal accusation that is not then pending or did not result in a
criminal conviction.
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H.10.3 After making a conditional offer of employment, the Contractor may require an applicant to
disclose or reveal a criminal conviction.

H.10.4 The Contractor may only withdraw a conditional offer of employment, or take adverse action
against an applicant, for a legitimate business reason as described in the Act.

H.10.5 This section and the provisions of the Act shall not apply:

(a) Where a federal or District law or regulation requires the consideration of an applicant’s
criminal history for the purposes of employment;

(b) To a position designated by the employer as part of a federal or District government
program or obligation that is designed to encourage the employment of those with
criminal histories;

(c) To any facility or employer that provides programs, services, or direct care to, children,
youth, or vulnerable adults; or

(d) To employers that employ less than 11 employees.

H.10.6 A person claiming to be aggrieved by a violation of the Act may file an administrative complaint
with the District of Columbia Office of Human Rights, and the Commission on Human Rights
may impose monetary penalties against the Contractor.

H.11 PUBLICITY

The Contractor shall at all times obtain the prior written approval from the CO before the
Contractor, any of its officers, agents, employees or subcontractors, either during or after
expiration or termination of the contract, make any statement, or issue any material, for
publication through any medium of communication, bearing on the work performed or data
collected under this contract.

H.12 FREEDOM OF INFORMATION ACT

The District of Columbia Freedom of Information Act, at D.C. Official Code §2 -532 (a -3),
requires the District to make available for inspection and copying any record produced or
collected pursuant to a District contract with a private contractor to perform a public function, to
the same extent as if the record were maintained by the agency on whose behalf the contract is
made. If the Contractor receives a request for such information, the Contractor shall immediately
send the request to the CA who will provide the request to the FOIA Officer for the agency with
programmatic responsibility in accordance with the D.C. Freedom of Information Act.
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If the agency with programmatic responsibility receives a request for a record maintained by the
Contractor pursuant to the contract, the CA will forward a copy to the Contractor. In either event,
the Contractor is required by law to provide all responsive records to the CA within the timeframe
designated by the CA. The FOIA Officer for the agency with programmatic responsibility will
determine the releasability of the records. The District will reimburse the Contractor for the costs
of searching and copying the records in accordance with D.C. Official Code §2-532 and Chapter 4
of Title 1 of the D.C. Municipal Regulations.

H.13 SECTION 504 OF THE REHABILITATION ACT OF 1973, as amended.

During the performance of the contract, the Contractor and any of its subcontractors shall comply
with Section 504 of the Rehabilitation Act of l973, as amended. This Act prohibits discrimination
against disabled people in federally funded programs and activities. See 29 U.S.C. § 794 et seq.

H.14 AMERICANS WITH DISABILITIES ACT OF 1990 (ADA)

During the performance of this contract, the Contractor and any of its subcontractors shall comply
with the ADA. The ADA makes it unlawful to discriminate in employment against a qualified
individual with a disability. See 42 U.S.C. §12101 et seq.

H.15 INDEMNIFICATION

Standard Contract Provisions for use with District of Columbia Government Supplies and
Services Contracts dated July 2010 is hereby amended by adding the following:

The duty to indemnify covers any claim against the District and its employees for its alleged
failure to monitor and/or supervise the contractor where the underlying claim arises from the
conduct, actions and/or omissions of the contractor, and its officers, employees, subcontractors
and/or agents.

H.16 SEXUAL HARRASSMENT

During the performance of this contract, the Contractor and any of its subcontractors shall abide
by the District of Columbia Human Rights Act including its prohibitions on sexual harassment,
consistent with 4 DCMR 1100 et seq.

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H.17 WAY TO WORK AMENDMENT ACT OF 2006

H.17.1 Except as described in H.17.8 below, the Contractor shall comply with Title I of the Way to Work
Amendment Act of 2006, effective January 1, 2020, ( DC. Law 16 -118, D.C. Official Code §2 -
220.01 – 2-220.11.), (“Living Wage Act of 2023”), for contracts for services in the amount of
$100,000 or more in a 12-month period.

H.17.2 The Contractor shall pay its employees and subcontractors who perform services under the
contract no less than the current living wage published on the OCP website at www.ocp.dc.gov.

H.17.3 The Contractor shall include in any subcontract for $15,000 or more a provision requiring the
subcontractor to pay its employees who perform services under the contract no less than the
current living wage rate.

H.17.4 The DOES may adjust the living wage annually and the OCP will publish the current living wage
rate on its website at www.ocp.dc.gov.

H.17.5 The Contractor shall provide a copy of the Fact Sheet attached as J.4 to each employee and
subcontractor who performs services under the contract. The Contractor shall also post the Notice
attached as J.3 in a conspicuous place in its place of business.

H.17.6 The Contractor shall include in any subcontract for $15,000 or more a provision requiring the
subcontractor to post the Notice in a conspicuous place in its place of business.

H.17.7 The Contractor shall maintain its payroll records under the contract in the regular course of
business for a period of at least three (3) years from the payroll date, and shall include this
requirement in its subcontracts for $15,000 or more under the contract.

H.17.8 The payment of wages required under the Living Wage Act of 2006 shall be consistent with and
subject to the provisions of D.C. Official Code §32-1301 et seq.

H.17.9 The requirements of the Living Wage Act of 2006 does not apply to:

1. Contracts or other agreements that are subject to higher wage level determinations required by
federal law;
2. Existing and future collective bargaining agreements, provided, that the future collective
bargaining agreement results in the employee being paid no less than the established living
wage;
3. Contracts for electricity, telephone, water, sewer or other services provided by a regulated
utility;
4. Contracts for services needed immediately to prevent or respond to a disaster or eminent
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threat to public health or safety declared by the Mayor;
5. Contracts or other agreements that provide trainees with additional services including, but not
limited to, case management and job readiness services, provided that the trainees do not
replace employees subject to the Living Wage Act of 2006;
6. An employee under 22 years of age employed during a school vacation period, or enrolled as
a full -time student, as defined by the respective institution, who is in high school or at an
accredited institution of higher education and who works less than 25 hours per week;
provided that he or she does not replace employees subject to the Living Wage Act of 2006;
7. Tenants or retail establishments that occupy property constructed or improved by receipt of
government assistance from the District of Columbia; provided, that the tenant or retail
establishment did not receive direct government assistance from the District;
8. Employees of nonprofit organizations that employ not more than 50 individuals and qualify
for taxation exemption pursuant to section 501(c)(3) of the Internal Revenue Code of 1954,
approved August 16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3);
9. Medicaid provider agreements for direct care services to Medicaid recipients, provided, that
the direct care service is not provided through a home care agency, a community residence
facility, or a group home for mentally retarded persons as those terms are defined in section 2
of the Health -Care and Community Residence Facility, Hospice, and Home Care Licensure
Act of 1983, effective February 24, 1984 (D.C. Law 5-48; D.C. Official Code § 44-501); and
10. Contracts or other agreements between managed care organizations and the Health Care
Safety Net Administration or the Medicaid Assistance Administration to provide health
services.

H.17.10 The Mayor may exempt a contractor from the requirements of the Living Wage Act of 2006,
subject to the approval of Council, in accordance with the provisions of Section 109 of the Living
Wage Act of 2006.

*** END OF SECTION H ***

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SECTION I: CONTRACT CLAUSES

I.1 APPLICABILITY OF STANDARD CONTRACT PROVISIONS

Pursuant to 27 DCMR, Section 3601.3 and Article 15, Changes Clause of the Standard Contract
Provisions for use with District of Columbia Government Supplies an d Services Contracts dated July
2010 (“SCP”) the following changes are incorporated and made a part of the contract.

I.2 CONTRACTS THAT CROSS FISCAL YEARS

Continuation of this contract beyond the current fiscal year is contingent upon future fiscal
appropriations.

I.3 CONFIDENTIALITY OF INFORMATION

The Contractor shall keep all information relating to any employee or customer of the District in
absolute confidence and shall not use the information in connection with any other matters; nor shall
it disclose any such information to any other person, firm or corporation, in accordance with the
District and federal laws governing the confidentiality of records.

I.4 TIME

Time, if stated in a number of days, will include Saturdays, Sundays, and holidays, unless otherwise
stated herein.

I.5 RIGHTS IN DATA

Delete Article 42, Rights in Data, of the Standard Contract Provisions dated July 2010 for use with
District of Columbia Government Supplies and Services Contracts and substitute the following
Article 42, Rights in Data) in its place:

A. Definitions

1. “Products” - A deliverable under any contract that may include commodities, services and/or
technology furnished by or through Contractor, including existing and custom Products, such as, but
not limited to: a) recorded information, regardless of form or the media on which it may be recorded;
b) document research; c) experimental, developmental, or engineering work; d) licensed software; e)
components of the hardware environment; f) printed materials (including but not limited to training
manuals, syste m and user documentation, reports, drawings); g) third party software; h)
modifications, customizations, custom programs, program listings, programming tools, data,
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modules, components; and i) any intellectual property embodied therein, whether in tangible or
intangible form, including but not limited to utilities, interfaces, templates, subroutines, algorithms,
formulas, source code, and object code.

2. “Existing Products ” - Tangible Products and intangible licensed Products that exist prior to the
commencement of work under the contract. Existing Products must be identified on the Product prior
to commencement of work or else will be presumed to be Custom Products.

3. “Custom Products ” - Products, preliminary, final or otherwise, which are created or developed by
Contractor, its subcontractors, partners, employees, resellers or agents for the District under the
contract.

4. “District” – The District of Columbia and its agencies.

B. Title to Project Deliverables

The Contractor acknowledges that it is commissioned by the District to perform services detailed in
the contract. The District shall have ownership and rights for the duration set forth in the contract to
use, copy, modify, distribute, or adapt Products as follows:

1. Existing Products: Title to all Existing Licensed Product(s), whether or not embedded in, delivered or
operating in conjunction with hardware or Custom Products, shall remain with Contractor or third-
party proprietary owner, who retains all rights, title and interest (including patent, trademark or
copyrights). Effective upon payment, the District shall be granted an irrevocable, non -exclusive,
worldwide, paid -up license to use, execute, reproduce, display, perform, adapt (unless Contractor
advises the District as part of Contractor’s bid that adaptation will violate existing agreements or
statutes and Contractor demonstrates such to the District’s satisfaction), and distribute Existing
Product to District users up to the license capacity stated in the contract with all license rights
necessary to fully effect the general business purpose of the project or work plan or contract.
Licenses shall be granted in the name of the District. The District agrees to reproduce the copyright
notice and any other legend of ownership on any copies authorized under this paragraph.

2. Custom Products: Effective upon Product creation, Contractor hereby conveys, assigns, and transfers
to the District the sole and exclusive rights, title and interest in Custom Product(s), whether
preliminary, final or otherwise, including all patent, trademark and copyrights. Contractor hereby
agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected
against unauthorized copying, reproduction and marketing by or through Contractor.

C. Transfers or Assignments of Existing or Custom Products by the District

The District may transfer or assign Existing or Custom Products and the licenses thereunder to
another District agency. Nothing herein shall preclude the Contractor from otherwise using the
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related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed
under a project or work plan in the course of Contractor’s business.

D. Subcontractor Rights

Whenever any data, including computer software, are to be obtained from a subcontractor under the
contract, the Contractor shall use this clause, Rights in Data , in the subcontract, without alteration,
and no other clause shall be used to enlarge or diminish the District’s or the Contractor’s rights in that
subcontractor data or computer software which is required for the District.

E. Source Code Escrow

1. For all computer software furnished to the District with the rights specified in section B.2, the
Contractor shall furnish to the District, a copy of the source code with such rights of the scope as
specified in section B.2 of this clause. For all computer software furnished to the District with the
restricted rights specified in section B.1 of this clause, the District, if the Contractor either directly or
through a successor or affiliate shall cease to provide the maintenance or warranty services provided
the District under the contract or any paid -up maintenance agreement, or if the Contractor should be
declared insolvent by a court of competent jurisdiction, shall have the right to obtain, for its own and
sole use only, a single copy of the current version of the source code supplied under the contract, and
a single copy of the documentation associated therewith, upon payment to the person in control of the
source code the reasonable cost of making each copy.

2. If the Contractor or Product manufacturer/developer of software furnished to the District with the
rights specified in section B.1 of this clause offers the source code or source code escrow to any other
commercial customers, the Contractor shall either: (1) provide the District with the source code for
the Product; (2) place the source code in a third party escrow arrangement with a designated escrow
agent who shall be named and identified to the District, and who shall be directed to release the
deposited source code in accordance with a standard escrow arrangement acceptable to the District; or
(3) will certify to the District that the Product manufacturer/ developer has named the District as a
named beneficiary of an established escrow arrangement with its designated escrow agent who shall
be named and identified to the District, and who shall be directed to release the deposited source code
in accordance with the terms of escrow.

3. The Contractor shall update the source code, as well as any corrections or enhancements to the source
code, for each new release of the Product in the same manner as provided above and certify such
updating of escrow to the District in writing.

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F. Indemnification and Limitation of Liability

The Contractor shall indemnify and save and hold harmless the District, its officers, agents and
employees acting within the scope of their official duties against any liability, including costs and
expenses, (i) for violation of proprietary rights, copyrights, or rights of privacy, arising out of the
publication, translation, reproduction, delivery, performance, use or disposition of any data furnished
under this contract, or (ii) based upon any data furnished under this contract, or based upon libelous
or other unlawful matter contained in such data.

I.6 OTHER CONTRACTORS

The Contractor shall not commit or permit any act that will interfere with the performance of work by
another District contractor or by any District employee.

I.7 SUBCONTRACTS

The Contractor hereunder shall not subcontract any of the Contractor’s work or services to any
subcontractor without the prior written consent of the CO. Any work or service so subcontracted
shall be performed pursuant to a subcontract agreement, which the District will have the right to
review and approve prior to its execution by the Contractor. Any such subcontract shall specify that
the Contractor and the subcontractor shall be subject to every provision of this contract.
Notwithstanding any such subcontract approved by the District, the Contractor shall remain liable to
the District for all Contractor's work and services required hereunder.

I.8 INSURANCE

A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and maintain,
during the entire period of performance under this contract, the types of insurance specified below.
The Contractor shall submit a Certificate of Insurance to the Contracting Officer (CO) giving
evidence of the required coverage prior tcommencing performance under this contract. In no event
shall any work be performed until the required Certificates of Insurance signed by an authorized
representative of the insurer(s) have been provided to, and aco cepted by, the CO.

The Government of the District of Columbia shall be included in all policies , where applicable and
allowable by law, required hereunder to be maintained by the Contractor and its subcontractors
(except for workers’ compensation and professional liability insurance) as an additional insureds for
claims against The Government of the District of Columbia relating to this contract, with the
understanding that any affirmative obligation imposed upon the insured Contractor or its
subcontractors (including without limitation the liability to pay premiums) shall be the sole obligation
of the Contractor or its subcontractors, and not the additional insured. The additional insured status
under the Contractor’s and its subcontractors’ Commercial General Liability insurance policies shall
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be affected using the ISO Additional Insured Endorsement form CG 20 10 11 85 (or CG 20 10 07 04
and CG 20 37 07 04) or such other endorsement or combination of endorsements providing coverage
at least as broad and approved by the CO in writing. All of the Contractor’s and its subcontractors’
liability policies (except for workers’ compensation and professional liability insurance) shall be
endorsed using ISO form CG 20 01 04 13 or its equivalent so as to indicate that such policies provide
primary coverage (without any right of contribution by any other insurance, reinsurance or self -
insurance, including any deductible or retention, maintained by an Additional Insured) for all claims
against the additional insured arising out of the performance of this Statement of Work by the
Contractor or its subcontractors, or anyone for whom the Contractor or its subcontractors may be
liable. These policies shall include a separation of insureds clause applicable to the additional
insured.

If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits than the
minimums shown below, the District requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Contractor and subcontractors.

B. INSURANCE REQUIREMENTS

1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide evidence
satisfactory to the CO with respect to the services performed that it carries a CGL policy, written on
an occurrence (not claims-made) basis, on Insurance Services Office, Inc. (“ISO”) form CG 00 01 04
13 (or another occurrence -based form with coverage at least as broad and approved by the CO in
writing), covering liability for all ongoing and completed operations of the Contractor and under all
subcontracts, covering claims for bodily injury, including without limitation sickness, disease or
death and mental anguish of any persons, broad form property damage, including loss of use resulting
therefrom, personal and advertising injury, and including coverage for liability arising out of an
Insured Contract (including the tort liability of another assumed in a contract) and acts of terrorism
(whether caused by a foreign or domestic source). Such coverage shall have limits of liability of not less
than $1,000,000 each occurrence, a $2,000,000 general aggregate.

The Commercial General Liability shall be further endorsed to:
a) To the fullest extent permitted by law, provide additional insured coverage using ISO form CG
2015 0413 (or its equivalent) to The Government of the District of Columbia
b) Coverage available to the additional insureds shall apply on a primary and non-contributing
basis as respects any other insurance, deductibles, or self -insurance available to the additional
insureds.
c) A waiver of subrogation in favor of The Government of the District of Columbia
d) Any Annual Aggregate shall apply on a per location or per project basis (where applicable)
e) Defense costs shall be in addition to and not erode the limits of liability.

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2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to the CO of
commercial (business) automobile liability insurance written on ISO form CA 00 01 10 13 (or
another form with coverage at least as broad and approved by the CO in writing) including coverage
for all owned, hired, borrowed and non -owned vehicles and equipment used by the Contractor in
connection with work under this agreement, with a minimum combined single limit of $1,000,000
for bodily injury or death and property damage, including loss of use thereof. Such policy or
policies of automobile liability insurance shall be written on an "occurrence" (as opposed to a
"claims made") basis.

Auto Physical Damage Coverage - The Contractor shall provide auto physical damage insurance to
cover "loss" to a covered "auto" or its equipment:

a) Comprehensive - Fire, lightning, or explosion; theft; windstorm, hail or earthquake; flood;
mischief or vandalism; or the sinking, burning, collision or derailment of any conveyance
transporting the covered "auto".
b) Collision Coverage - Caused by: The covered "auto's" collision with another object or the
covered "auto's" overturn.

3. The Commercial Auto Liability policy shall be further endorsed to:
a. To the fullest extent permitted by law, provide additional insured coverage to The
Government of the District of Columbia
b. Coverage available to the additional insureds shall apply on a primary and non -contributing
basis as respects any other insurance, deductibles, or self-insurance available to the additional
insureds.
c. A waiver of subrogation in favor of The Government of the District of Columbia
d. Defense costs shall be in addition to and not erode the limits of liability.
e. If applicable, i nclude Form CA 99 48 03 06 Pollution Liability - Broadened Coverage for
Covered Autos - Business Auto, Motor Carrier, and Truckers (or its equivalent)

4. Workers’ Compensation Insurance - The Contractor shall provide evidence satisfactory to the CO of
Workers’ Compensation insurance in accordance with the statutory mandates of the District of
Columbia or the jurisdiction in which the contract is performed.

Employer’s Liability Insurance - The Contractor shall provide evidence satisfactory to the CO of
employer’s liability insurance as follows: $500,000 per accident for injury; $500,000 per employee
for disease; and $500,000 for policy disease limit.

The Workers Compensation and Employers Liability shall be further endorsed to:
a) Include a Waiver of Subrogation in favor of The Government of the District of Columbia.
b) Where applicable, include United States Longshore and Harbor Workers Compensation Act
(USL&H)
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c) Where applicable, include Jones Act Coverage for seamen or crew members on an “if any”
basis.

5. Technology Liability, Media Liability and Network Security/Privacy (Cyber) Liability Insurance
covering acts, errors, omissions, breach of contract, and violation of any consumer protection laws
arising out of Contractor’s operations or services with a limit of $5,000,000 per claim and in the
aggregate. Such coverage shall include but not be limited to, third party and first party coverage for
loss or disclosure of any data, including personally identifiable information and payment card
information, network security failure, violation of any consumer protection laws, unauthorized access
and/or use or other intrusions, infringement of any intellectual property rights (except patent),
unintentional breach of contract, negligence or breach of duty to use reasonable care, breach of any
duty of confidentiality, invasion of privacy, or violations of any other legal protections for personal
information, defamation, libel, slander, commercial disparagement, negligent transmission of
computer virus, or use of computer networks in connection with denial of service attacks. Such
coverage shall include regulatory defense and fines/penalties in any jurisdiction anywhere in the
world. Such coverage shall include contractual privacy coverage for data breach response and crisis
management costs that would be incurred by Contractor on behalf of The Government of the District
of Columbia in the event of a data breach including legal and forensic expenses, notification costs,
credit monitoring costs, and costs to operate a call center. Contractor shall maintain coverage in force
during the term of this Agreement and for an extended reporting period of not less than two (2) years
after.

6. Professional Liability Insurance (Errors & Omissions) - The Contractor shall provide Professional
Liability Insurance (Errors and Omissions) to cover liability resulting from any error or omission in
the performance of professional services under this Contract. The policy shall provide limits of
$1,000,000 per claim or per occurrence for each wrongful act and $3,000,000 annual aggregate. The
Contractor warrants that any applicable retroactive date precedes the date the Contractor first
performed any professional services for the Government of the District of Columbia and that
continuous coverage will be maintained or an extended reporting period will be exercised for a period
of at least ten years after the completion of the professional services. Limits may not be shared with
other lines of coverage.

7. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence satisfactory to the
CO of commercial umbrella or excess liability insurance with minimum limits of $2,000,000 per
occurrence and $2,000,000 in the annual aggregate, following the form and in excess of all liability
policies. All liability coverage must be scheduled under the umbrella and/or excess policy. The
insurance required under this paragraph shall be written in a form that annually reinstates all required
limits. Coverage shall be primary to any insurance, self -insurance or reinsurance maintained by The
Government of the District of Columbia and the “other insurance” provision must be amended in
accordance with this requirement and principles of vertical exhaustion.

8. Sexual/Physical Abuse & Molestation - The Contractor shall provide evidence satisfactory to the CO
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with respect to the services performed that it carries $1,000,000 per occurrence limits; $2,000,000
aggregate of affirmative abuse and molestation liability coverage. Coverage should include physical
abuse, such as sexual or other bodily harm and non -physical abuse, such as verbal, emotional, or
mental abuse; any actual, threatened, or alleged act; errors, omission, or misconduct. This insurance
requirement will be considered met if the general liability insurance includes an affirmative sexual
abuse and molestation endorsement for the required amounts or through a separate standalone sexual
abuse and molestation policy with confirmation there are no exclusions for abuse or assault & battery
under the General Liability . So called “silent” coverage or “shared” limits under a commercial
general liability or professional liability policy will not be acceptable. Limits may not be shared with
other lines of coverage. The applicable policy may need to be submitted to the ORM for compliance
review.

C. SUBCONTRACTOR INSURANCE REQUIREMENTS - Any and all subcontractors engaged by
Contractor for work under this agreement shall be required to have the same insured required of
Contractor. Should the Contractor wish to propose different insurance requirements than outlined
below, then, prior to commencement of work by the subcontractor, the Contractor shall submit in
writing the name and brief description of work to be performed by the subcontractor on the
Subcontractors Insurance Requirement Template provided to the Office of Risk Management (ORM).
ORM will determine the insurance requirements applicable to the subcontractor and promptly deliver
such requirements in writing to the Contractor. In either instance, the Contractor must provide proof
of the subcontractor's required insurance prior to commencement of work by the subcontractor.

D. PRIMARY AND NONCONTRIBUTORY INSURANCE - The insurance required herein shall be
primary to and will not seek contribution from any other insurance, reinsurance or self -insurance
including any deductible or retention, maintained by the Government of the District of Columbia.

E. DURATION - The Contractor shall carry all required insurance until all contract work is accepted by
The Government of the District of Columbia and shall carry listed coverages for ten years for
construction projects following final acceptance of the work performed under this contract and two
years for non-construction related contracts.

F. LIABILITY - These are the required minimum insurance requirements established by The
Government of the District of Columbia . However, it is understood that The Government of the
District of Columbia does not in any way represent that the insurance or the limits of insurance
specified herein are sufficient or adequate to protect your interests or liabilities and will not in any
way limit the contractor’s liability under this contract.

G. CONTRACTOR’S PROPERTY - Contractors and subcontractors are solely responsible for any loss
or damage to their personal property, including but not limited to tools and equipment, scaffolding
and temporary structures, rented machinery, or owned and leased equipment. A waiver of
subrogation shall apply in favor of The Government of the District of Columbia.

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H. MEASURE OF PAYMENT . The Government of the District of Columbia shall not make any
separate measure or payment for the cost of insurance and bonds. The Contractor shall include all the
costs of insurance and bonds in the contract price.

I. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO shall be given
thirty (30) days prior written notice in the event of cancellation, non-renewal, or material changes to
the extent such cancellation or material changes results in Contractor no long complying with the
above requirements. The Contractor shall provide the CO with ten (10) days’ prior written notice in
the event of non -payment of premium. The Contractor will also provide the CO with an updated
Certificate of Insurance should its insurance coverages renew during the contract. The Government of
the District of Columbia may reasonably change the above insurance coverage requirements during
the Term by giving the Contractor at least 30 days’ notice of the change. The contractor must
comply, at your expense, and deliver to the CO evidence of compliance before the change becomes
effective.

J. CERTIFICATES OF INSURANCE. The Contractor must send to CO , at least 10 days after
execution of this Agreement, certificates of insurance evidencing the required insurance coverage and
endorsements required herein. Contractors must also provide us with evidence of renewal before the
expiration date of each insurance policy. The contractor is responsible for providing us with 30 days
advanced written notice if the certificate of insurance by the insurer has been canceled, reduced in
coverage, or otherwise altered. Certificates of insurance must reference the corresponding contract
number. Evidence of insurance shall be submitted to:

The Government of the District of Columbia
And mailed to the attention of:
Ebony Terrell,
Agency Chief Contracting Officer
Contract and Procurement Administration
Child and Family Services Agency
200 I Street, S.E., Suite 2031
202-724-5300
Ebony.terrell@dc.gov

The CO may request, and the Contractor shall promptly deliver updated certificates of insurance,
endorsements indicating the required coverages, and/or certified copies of the insurance policies. If
the insurance initially obtained by the Contractor expires prior to completion of the contract, renewal
certificates of insurance and additional insured and other endorsements shall be furnished to the CO
prior to the date of expiration of all such initial insurance. For all coverage required to be maintained
after completion, an additional certificate of insurance evidencing such coverage shall be submitted to
the CO on an annual basis as the coverage is renewed (or replaced).

K. DISCLOSURE OF INFORMATION. The Contractor agrees that The Government of the District of
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Columbia may disclose the name and contact information of its insurers to any third party which
presents a claim against The Government of the District of Columbia for any damages or claims
resulting from or arising out of work performed by the Contractor, its agents, employees, servants, or
subcontractors in the performance of this contract.

L. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in connection with
this contract shall be written by insurance companies with an A.M. Best Insurance Guide rating of at
least A- VII or better (or the equivalent by any other rating agency) and licensed in the District of
Columbia.

M. WARRANTIES. When applicable, t he Contractor should be named as an additional insured on the
applicable manufacturer’s/distributer’s Commercial General Liability policy using Insurance Services
Office, Inc. (“ISO”) form CG 20 15 04 13 (or another occurrence -based form with coverage at least
as broad). CO should collect, review for accuracy, and maintain all warranties for goods and
services.

I.9 EQUAL EMPLOYMENT OPPORTUNITY

In accordance with the District of Columbia Administrative Issuance System, Mayor’s Order 85 -85
dated June 10, 1985, the forms for completion of the Equal Employment Opportunity Information
Report are incorporated herein as Section J.5. An award cannot be made to any bidder who has not
satisfied the equal employment requirements.

I.10 CONTRACTS IN EXCESS OF ONE MILLION DOLLARS

Any contract in excess of $l,000,000 shall not be binding or give rise to any claim or demand against
the District until approved by the Council of the District of Columbia and signed by the CO.

I.11 GOVERNING LAW
This contract, and any disputes arising out of or related to this contract, shall be governed by, and
construed in accordance with, the laws of the District of Columbia.

I.12 CONTINUITY OF SERVICES

I.12.1 The Contractor recognizes that the services provided under this contract are vital to the District of
Columbia and must be continued without interruption and that, upon contract expiration or
termination, a successor, either the District or another contractor, at the District’s option, may
continue to provide these services. To that end, the Contractor agrees to:
1. Furnish phase-out, phase-in (transition) training; and

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2. Exercise its best efforts and cooperation to affect an orderly and efficient transition to a
successor.

I.12.2 The Contractor shall, upon the Contracting Officer’s written notice:

1. Furnish phase-in, phase-out services for up to 90 days after this contract expires and

2. Negotiate in good faith a plan with a successor to determine the nature and extent of phase -in,
phase-out services required. The plan shall specify a training program and a date for
transferring responsibilities for each division of work described in the plan and shall be subject
to the Contracting Officer’s approval.

I.12.3 The Contractor shall provide sufficient experienced personnel during the phase -in, phase-out period
to ensure that the services called for by this contract are maintained at the required level of
proficiency.

I.12.4 The Contractor shall allow as many personnel as practicable to remain on the job to help the
successor maintain the continuity and consistency of the services required by this contract. The
Contractor also shall disclose necessary personnel records and allow the successor to conduct on -site
interviews with these employees. If selected employees are agreeable to the change, the Contractor
shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to
the successor.

I.12.5 Only in accordance with a modification issued by the Contracting Officer, the Contractor shall be
reimbursed for all reasonable phase -in, phase-out costs (i.e., costs incurred within the agreed period
after contract expiration that result from phase -in, phase -out operations) and a fee (profit) not to
exceed a pro rata portion of the fee (profit) under this contract.
I.13 ORDER OF PRECEDENCE
A conflict in language shall be resolved by giving precedence to the document in the highest order of
priority that contains language addressing the issue in question. The following documents are
incorporated into the contract by reference and made a part of the contract in the following order of
precedence:

(1) An applicable Court Order, if any
(2) Contract document.
(3) Standard Contract Provisions
(4) Contract attachments other than the Standard Contract Provisions
(5) .
(6) BAFOs (in order of most recent to earliest)
(7) Proposal

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I.14 CAMPAIGN FINANCE REFORM

I.14.1 Mandatory Certification.
I.14.1.1 The Contractor shall certify that it has read and is in compliance with the Campaign
Finance Reform Amendment Act of 2018, effective March 13, 2019 (D.C. Law 22-250; D.C.
Official Code § 1-1001.03 et seq.). This certification is included in the Bidder/Offeror
Certification Form.
I.14.1.2 The Contractor shall re-certify prior to the exercise of any option period that it has read and is
in compliance with the Campaign Finance Reform Amendment Act of 2018, effective
March 13, 2019 (D.C. Law 22-250; D.C. Official Code § 1-1001.03 et seq.). This certification
is included in the Bidder/Offeror Certification Form.
I.14.2 Reporting Contractor’s Principals
Contractors shall inform the contracting officer of any change to its principals during the term
of the contract within thirty (30) days of its occurrence.
I.14.3 Prohibited Contributions
I.14.3.1 For contracts with a maximum aggregate value (the total sum of the contract ceiling for the
base period and any subsequent option periods) of between $250,000 and up to and including
$1,000,000 and a base period of performance of 1 year or less, neither the Contractor nor any
of its principals may make any contribution to the Mayor, any candidate for Mayor, any
political committee affiliated with the Mayor or a candidate for Mayor, or any constituent
service program affiliated with the Mayor for the period from the date of contract award
through one year after the contract ends or is terminated.
I.14.3.2 For contracts with a maximum aggregate value (the total sum of the contract ceiling for the
base period and any subsequent option periods) of over $1,000,000 or with a base period of
longer than 1 year, neither the Contractor nor any of its principals may make any contribution
to the Mayor, any candidate for Mayor, any political committee affiliated with the Mayor or a
candidate for Mayor, any constituent service program affiliated with the Mayor, any
Councilmember, any candidate for Councilmember, any political committee affiliated with a
Councilmember or a candidate for Councilmember, or any constituent -service program
affiliated with a Councilmember for the period from the date of contract award through one
year after the contract ends or is terminated.

*** END OF SECTION I ***

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SECTION J: ATTACHMENTS

The following list of attachments is incorporated into the contract by reference.

Attachment
Number Document
J.1
Government of the District of Columbia Standard Contract Provisions for use
with District of Columbia Government Supplies and Services Contracts dated
July 2010 (“SCP”) To obtain a copy go to www.ocp.dc.gov, click on
Solicitation Attachments.

J.2 U.S. Department of Labor Wage Determination No. 2015-4281,
(Rev. 30, dated 07/22/2024)
J.3 Way to Work Amendment Act of 2006 - 2024 Living Wage Notice
J.4 Way to Work Amendment Act of 2006 – 2024 Living Wage Fact Sheet

J.5
Office of Local Business Development Equal Employment Opportunity
Information Report and Mayor’s Order 85-85
available at www.ocp.dc.gov click on “Solicitation Attachments”
J.6 First Source Employment Agreement Act of 1984, as amended, D.C. Official
Code §2-219.01 et seq. (“First Source Act”).
J.7
Bidder/Offeror Certifications

J.8 Contractor Self Certification Campaign Finance Law Form
J.9 Business Associate HIPAA Compliance Questionnaire
J.10 Unusual Incident Report, CFSA-1243
J.11 Non-Profit Fair Compensation Act of 20220
J.12 Contractors Submitted Proposal

***END OF SECTION J***

Proposed Contract with Second Family, Inc. to Contract No. DCRL-2024-C-0082

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Proposed Contract with Second Family, Inc.

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