Contract with Edelson PC for Contract DCCB-2025-F-0003

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General

ATTORNEY GENERAL
BRIAN L. SCHWALB

February 12, 2025

The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004

Dear Chairman Mendelson:

Enclosed for consideration and approval by the Council of the District of Columbia is proposed
emergency legislation, the “Contract No. DCCB-2025-F-0003 with Edelson PC Approval and
Payment Authorization Emergency Act of 2025” and accompanying emergency declaration
resolution (“legislation”) to approve the award of the proposed definitive multiyear Contract Number
DCCB-2025-F-0003 to Edelson PC.

Under the proposed contract, Edelson PC will assist OAG with an investigation and potential
litigation against identified targets for violation of law related to past marketing, selling, and
installation of lead water pipes. The Contract is a multi-year contingency fee contract, under which
the Contractor will only be compensated if the District realizes a monetary recovery, either through
settlement, judgement, or otherwise. The not-to-exceed amount of this contract is $85 million, and
the base period of performance is from the date of the award through five years thereafter. This
contract will definitize a letter contract awarded on October 21, 2024.

If you have any questions, please have your staff contact Interim Deputy Attorney General Sarah
Comeau at (202)-724-6611 or at sarah.comeau@dc.gov.

I look forward to the Council’s favorable consideration of this contract.

Sincerely,

Brian L. Schwalb
Attorney General

Enclosures
400 Sixth Street NW, 10th Floor, Washington, DC 20001-5790 | (202) 727-3400 | Fax (202) 730-0484

1

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: DCCB-2025-F-0003

Proposed Contractor: Edelson PC

Proposed Contractor’s Principals: Ryan D. Andrews, Aaron Colangelo, Meredith Drukker
Stratigopoulos, Natasha J. Fernández-Silber, Amy B.
Hausmann, Aaron Lawson, Todd Logan, David I. Mindell,
Roger Perlstadt, Nicholas Rosinia, Yaman Salahi, Ari
Scharg, Brandt Silver-Korn, Alex Tievsky, Schuyler Ufkes

Contract Amount: $85,000,000.00 Not-to-Exceed (5-Year) Total

Unit and Method of Compensation: Percentage of net recovery

Term of Contract: October 21, 2024 through five (5) years thereafter with two
(2) two-year option periods

Type of Contract: Contingency Fee

Source Selection Method: Exempt from Competition

(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 $85,000,000.00
Option Period 1 Amount: Not-to-Exceed $85,000,000.00
Option Period 2 Amount: Not-to-Exceed $85,000,000.00

* There is a single contingency fee, if any, regardless of whether recovery occurs in the base
period or the option periods, if exercised.

2

(C) The date on which the letter contract or emergency contract was executed:

The letter contract was executed on October 21, 2024.

(D) The number of times the letter contract or emergency contract has been extended:

The letter contract has not been extended.

(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:

No recovery has been obtained yet, therefore there is no obligation to the contractor.

(F) A description of any other contracts the proposed contractor is currently seeking or holds
with the District.:

The contractor currently has other contingency fee contracts with OAG to provide legal services.

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

The contractor will provide outside legal counsel to assist the Public Advocacy Division (PAD)
with an investigation and potential litigation against identified targets for violations of law related
to past marketing, selling, and installation of lead water pipes.

This contract represents the exercise of authority granted to the Attorney General to award contracts
on a contingency fee basis by D.C. Law 19-168, § 3012, 59 DCR 8025, as added September. 20,
2012.

(H) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:

Under D.C. Code §2-354.13(3), the procurement of legal services is exempt from the competitive
procurement process. Edelson PC was selected considering its qualifications and demonstrated
experience.

(I) 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 filed.

3

(J) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:

Edelson PC is a nationally recognized leader in plaintiffs’ class, mass and government enforcement
actions. The firm has deep experience investigating and litigating a wide range of high impact
matters, representing government clients, including state Attorneys General, and a depth of
experience litigating (and negotiating settlements) in complex and multiparty matters. The Office
of the Attorney General has engaged Edelson PC in other matters, including litigation against
Facebook.

(K) 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:

A subcontracting plan was not required for this competition-exempt procurement.

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

The contractor is required to perform legal services, advice, and consultation to OAG in a
manner consistent with accepted standards of practice in the legal profession.

(M) 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:

No District funds have been expended or will be expended since this is a contingency fee contract –
the contractor will be paid only from the proceeds of any recovery won by the contractor according
to the contingency fee agreement.

(N) 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 certification that the proposed contract is within the appropriated budget authority for the
agency for the fiscal year(s) is not applicable since funding will come from the proceeds of any
recovery won by the contractor according to the contingency fee agreement as authorized by D.C.
Law 18-160, § 106a; as amended September 20, 2012 by D.C. Law 19-168, § 3012, 59 DCR 8025,
Contingency fee contracts.

(O) A certification that the proposed contractor has been determined not to violate section 334a
of the Board of Ethics and Government Accountability Establishment and Comprehensive
Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a; and (2) A
certification from the proposed contractor that it currently is not and will not be in violation
4

of section 334a of the Board of Ethics and Government Accountability Establishment and
Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a:

The proposed contractor has certified that it is not in violation of the Act.

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

Legal Sufficiency Memo is attached.

(Q) A certification that Citywide Clean Hands database indicates that the proposed contractor is
current with its District taxes. If the Citywide Clean Hands Database indicates that the
proposed contractor is not current with its District taxes, either: (1) a certification that the
contractor has worked out and is current with a payment schedule approved by the District;
or (2) a certification that the contractor will be current with its District taxes after the District
recovers any outstanding debt as provided under D.C. Official Code § 2-353.01(b):

Citywide clean hands certificate, dated October 8, 2024, indicates that Edelson PC is current with
District taxes.

(R) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government:

The proposed contractor certified that it is current with its federal taxes.

(S) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq.:

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

The proposed contractor is not certified by DSLBD as a local business enterprise.

(U) 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:

The proposed contractor is not currently debarred from providing services or goods to the District
or federal government.

(V) 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):
There are no issues relating to the contract’s formation.

5

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

The contract award, if executed, will be made available on the Office of Attorney General website,
https://oag.dc.gov/notice-contract-awards-over-100000.

(X) Where the original solicitation, and any amendments or modifications, will be made available
online:

Not applicable
*
*
* GovernmentoftheDistrictofColumbia

HE OfficeoftheChiefFinancialOfficer 11014Street,SWHE OfficeofTaxandRevenue Washington,DC20024
DateofNotice:October8,2024 NoticeNumber:0012755312 —
EDELSONP.C. FEIN:##-*9#2415350NLASALLEDRSTE1300 CaseID:18237342CHICAGOIL60654-7582
CERTIFICATE OF CLEAN HANDS
AsreportedintheCleanHandssystem,theabovereferencedindividual/entityhasnooutstandingliabilitywiththeDistrictofColumbiaOfficeofTaxandRevenueortheDepartmentofEmploymentServices.Asofthedateabove,theindividual/entityhascompliedwithDCCode§47-2862,thereforethisCertificateofCleanHandsisissued.
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)
§47-2862PROHIBITIONAGAINST ISSUANCE OF LICENSEOR PERMIT

AuthorizedBy Melinda Jenkins
Branch Chief,Collectionand Enforcement Administration
Tovalidatethiscertificate,pleasevisitMyTax.DC.gov.OntheMyTaxDC homepage,clickthe“Validate a Certificateof Clean Hands” hyperlink under the Clean Hands section.

11014thStreetSW,SuiteW270,Washington,DC20024/Phone:(202)724-S048/MyTax.DCgov
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

MEMORANDUM

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

FROM: Robert Schildkraut
Section Chief
Government Contracts Section

DATE: November 22, 2024

SUBJECT: Approval of Contract Action for Outside Legal Counsel
Contract Number: DCCB-2025-F-0003
Contractor: Edelson PC
Proposed Contract Amount: NTE $85,000,000 (5-Year Amount)

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

400 6th Street NW, Suite 9100, Washington, DC 20001 (202) 727-3400 - 1 -
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General

ATTORNEY GENERAL
BRIAN L. SCHWALB

Commercial Division

MEMORANDUM

TO: Brian L. Schwalb
Attorney General

FROM: Robert Schildkraut
Section Chief
Government Contracts Section

DATE: November 22, 2024

SUBJECT: Approval of Contract Action for Outside Legal Counsel
Contract Number: DCCB-2025-F-0003
Contractor: Edelson PC
Proposed Contract Amount: NTE $85,000,000 (5-Year Amount)
__________________________________________________________________________

1. Description of Proposed Contract

The Support Services Division (“SSD”) of the Office of the Attorney General on behalf of the
Public Advocacy Division (“PAD”) issued letter contract DCCB-2025-F-0003 (“Contract”) to
Edelson PC (“Edelson” or “Contractor”). SSD now seeks approval of the definitized contract,
merging with and incorporating the letter contract.

Under the Contract, Edelson is to provide outside legal counsel to assist PAD with the
investigation and potential litigation against identified industry targets for violation of law
related to past marketing, selling, and installation of lead water pipes.

The Contract is a multi-year contingency fee contract, under which the Contractor will only be
compensated if the District realizes a monetary recovery, either through settlement, judgement,
or otherwise. The Contractor will receive a percentage of any net recovery and a maximum of $5
million in reimbursable direct cost, as defined in and calculated per the terms of the contract.

SSD executed a Letter Contract on October 21, 2024, with an initial term of 180 days (April 19,
2025), in an amount Not-To-Exceed (“NTE”) of $990,000.00. SSD now seeks approval of the
definitized Contract, executing the full five-year base period term from October 21, 2024,

400 6th Street NW, Suite 9100, Washington, DC 20001 (202) 727-3400 - 2 -
through October 20, 2029, and the full Contract amount of NTE $85,000,000.00. The Contract
contains two additional option periods, with two-year terms each.

2. Procurement Process

This procurement was conducted in accordance with D.C. Code §2-354.13(3), which exempts
the procurement of legal services from the competitive procurement process. On October 4,
2024, the Attorney General signed a D&F to Enter into a Contingency Fee Contract. The CO
executed the letter contract on October 21.

The CO found that Contractor demonstrated the professional and organizational capability to
perform the required services, and determined that Edelson is a responsible vendor through a
D&F for Contractor Responsibility. Edelson does not appear on any federal or District excluded
parties’ listings. The agency fiscal officer certified that funds are available for this Contractor.
This competition exempt procurement is not subject to subcontracting requirements. The award
was not protested.

3. Legal Review

On October 30, 2024, you requested that this office review for legal sufficiency this proposed
Contract. We have reviewed and approve this contract package, revised on November 22, 2024,
for legal sufficiency.

In accordance with Section 202 of the Procurement Practices Reform Act of 2010, D.C. Law 18-
371, D.C. Official Code § 2-352.02, effective April 8, 2011, the Mayor must submit to the Council
for approval this proposed contract, which is over one million dollars.

If you have any questions, please contact Kirti Suri, Assistant Attorney General, at
Kirti.Suri@dc.gov or 202-735-7602.
________________________________________________________________________________________
400 Sixth Street NW, 10th Floor, Washington, DC 20001-5790, (202) 727-3400, Fax (202) 730-0484
GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General
ATTORNEY GENERAL
BRIAN L. SCHWALB
MEMOR
ANDUM
TO:
Gena Johnson
Contracting Officer
FROM:
Natalie Mayers
Agency Fiscal Officer
DATE:
10/23/2024
SUBJEC
T: Funding Certificate
Proposed Contract – DCCB-2025-F-0003 with Edelson PC
The certification that the proposed contract is within the appropriated budget authority for
the agency is not applicable since funding will come from the proceeds of any recovery won
by the contractor according to the contingency fee agreement as authorized by D.C. Law 18-
160, §106a; as amended September 20, 2012 by D.C. Law 19-168, §3012, 59 DCR 8025,
Contingency fee contracts. If you have any questions, please feel free to contact me at
727-5145.

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General

LETTER CONTRACT

October 21, 2024

Aaron Colangelo
Edelson PC
1255 Union St NE, Suite 850
Washington, DC 20002

RE: Letter Contract Number DCCB-2025-F-0003
Outside Legal Counsel

Dear Mr. Colangelo:

This Letter Contract is between the Office of the Attorney General for the District of Columbia
(OAG) and the law firm of Edelson PC (Contractor). Under this Letter Contract, Contractor
agrees to provide legal services on a contingency fee basis, in accordance with the attached
Statement of Work (Attachment 1), to assist with an investigation of and potential litigation
against the Identified Targets listed on Attachment 2 (the Matter).

This Letter Contract is being awarded to allow Contractor to begin work immediately while OAG
obtains the necessary approval by the Council of the District of Columbia (Council) for a
definitized contract. OAG intends to definitize this Letter Contract within 180 days from the date
of its award (Effective Date). Before the expiration of 180 days, the Contracting Officer may
authorize extension of this Letter Contract in accordance with 27 DCMR § 5028.1(d)(v). If the
Council does not approve a definitized contract within 180 days of the Effective Date of this Letter
Contract, or within any extension of the 180-day term of this Letter Contract, this Letter Contract
will automatically terminate without recourse or liability between OAG and Contractor.

If OAG executes a settlement agreement with some or all of the Identified Targets before this
Letter Contract is definitized, or if OAG obtains a final judgment that finally resolves the
District’s claims against some or all Identified Targets before this Letter Contract is definitized,
OAG will pay the Contractor a contingency fee and allowable reimbursable costs in accordance
with Paragraph B.4 of the Statement of Work, in an amount up to but not exceeding $999,000.00,
in connection with any monetary recoveries realized as a result of such settlement or final
judgment. To be clear, the maximum amount that the Contractor may recover for any
monetary recoveries realized as a result of a settlement agreement or final judgment that is
executed or obtained while the Letter Contract is in effect is $990,000.00, even if the Letter
Contract is later definitized.

400 Sixth Street NW, Suite 2000, Washington, DC 20001, (202) 727-3400, Fax (202) 730-0484

Letter Contract No. DCCB-2025-F-0003
Outside Legal Counsel
Page 2 of 2
Contractor shall immediately begin performance of this Letter Contract once fully executed
pursuant to the following documents, which are hereby incorporated by reference into this
Letter Contract and listed in order of priority:
1) The Letter Contract;
2) Statement of Work (Attachment 1)
3) Identified Targets (Attachment 2)
4) Supplemental Provisions to District of Columbia Standard Contract Provisions for Use
with Supplies and Services Contracts (July 2010) (Attachment 3)
5) District of Columbia Standard Contract Provisions for Use with Supplies and Services
Contracts (July 2010) (Attachment 4)
6) Provision regarding Ethical Obligations and Legal Conflicts of Interest (Attachment 5)
7) D.C. Bar Legal Ethics Committee Opinion No. 268 (Attachment 6)
SIGNED AND ACCEPTED FOR THE CONTRACTOR BY:
________________________________ _______________________
Aaron Colangelo Date
Partner
Edelson PC
SIGNED AND ACCEPTED FOR OAG BY:
_______________________________ ____10/21/24_______________
Gena Johnson Date (Effective Date)
Contracting Officer
October 21, 2024

Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 1 of 17

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

B.1 The Office of the Attorney General for the District of Columbia (“OAG” or “the District”)
engages Edelson PC (the “Contractor”) to assist the Public Advocacy Division (“PAD”)
with an investigation and potential litigation against identified targets (“Identified Targets”
at Attachment 2) for violations of law related to past marketing, selling, and installation of
lead water pipes (“the Matter”). As a result of the investigation and potential litigation,
during this engagement OAG reserves the right to expand the list of Identified Targets.
B.2 RESERVED

B.3 In accordance with 27 DCMR 5025.3, OAG hereby awards a contingency fee contract with
a cost-reimbursement component (Contract) to Contractor. Contractor shall represent OAG
on a contingency fee basis and, if OAG realizes a monetary recovery, shall receive, in
accordance with the terms of the Contract, a percentage of any Net Recovery and
reimbursement of actual direct costs and expenses, as defined herein. If no monetary
recovery is realized, Contractor shall receive no compensation whatsoever from the
District. Payment to Contractor shall not exceed 50% of the Net Recovery realized by the
District.

B.3.1 If OAG realizes a monetary recovery prior to the definitization of the Letter Contract, the
maximum amount Contractor may recover is $999,000.00.

B.4 COMPENSATION

B.4.1 Prior to, as a pre-condition of, the calculation of any compensation owed to Contractor
from the District, Contractor shall use its best efforts to seek its usual and customarily
allowable attorney fees and costs and expenses from the Identified Targets.

B.4.2 CONTINGENCY FEE

B.4.2.1 Contractor shall only be entitled to compensation if the District realizes a monetary
recovery, either through settlement, judgment or otherwise, in the Matter. For the
purposes of the Contract, the District “realizes” or “obtains” a monetary payment only
when such amount has been deposited in an appropriate District account.

B.4.2.2 The District agrees to pay Contractor a percentage of the net recovery amount (Net
Recovery), as described in the Price Schedule at Section B.5, subject to the requirements
of Paragraph B.4.4 (Contingency Fee).The Net Recovery shall be calculated by
deducting Contractor’s Reimbursable Costs, up to the Not-to-Exceed (NTE) amount
identified in the Price Schedule at Section B.5, from the Gross Recovery, as defined in
Paragraph B.4.2.3. For illustrative purposes, if the Gross Recovery is $80,000,000.00,
and the Reimbursable Cost amount is $5,000,000.00, the Net Recovery is
$75,000,000.00.
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 2 of 17

B.4.2.3 The gross recovery amount (Gross Recovery) is the present value of any monetary
recovery realized by the District for the Matter as a result of Contractor’s representation of
the District whether by settlement, pursuant to court judgment following trial or appeal, or
otherwise. Gross Recovery does not include attorney fees included in a settlement
agreement or awarded to the District for OAG attorney and staff time. Gross Recovery may
come from any source, including, but not limited to, Identified Targets and/or their
insurance carriers and/or any third party, whether or not a party to such investigation or
cause of action.

B.4.2.4 If there is a multistate settlement and a multistate fee fund set up, Contractor would be
obligated to first seek fees from any fee fund before recovering any remaining amount due
under the tiered approach outlined in B.5 from the District's recovery.

B.4.3 REIMBURSABLE COSTS

B.4.3.1 Reimbursable costs are actual direct costs, as further described in Section C.10, incurred
by Contractor while performing services under this Contract (Reimbursable Costs).
Contractor shall be responsible for all of its costs and expenses incurred throughout the
investigation and litigation.
B.4.3.2 Contractor will only be entitled to recover Reimbursable Costs if the District obtains a
monetary recovery and then only to the extent that Contractor does not recover such costs
from the Targets. To be clear, for the purposes of calculating the District’s liability for
Reimbursable Costs only, if Contractor is able to recover, $1,000,000.00 of its expenses
from the Identified Targets and the Reimbursable Cost NTE amount is $5,000,000.00,
the District will only pay Reimbursable Costs up to the NTE amount of $4,000,000.00.
Reimbursable Costs received from the Identified Targets in no changes the Reimbursable
Costs NTE amount for the purpose of calculating Net Recovery.

B.4.3.3 In the event there is no monetary recovery, the District will not pay any Reimbursable
Costs.

B.4.3.4 If Contractor is hired for multiple matters against multiple defendants under one contract,
Contractor will only be entitled to fees, costs, and expenses for a matter against a
defendant from which the District obtains a recovery (including costs of the matter fairly
allocated to that defendant), and Contractor will not be entitled to fees, costs, or expenses
solely allocated to any matter against a defendant where there is no recovery by the
District.

B.4.4 ATTORNEYS FEES
B.4.4.1 Contractor understands and agrees that it shall not be entitled to any separate payment
for its attorneys fees. In the event that the District realizes a monetary recovery, even if
Contractor is unable to recover its attorney fees from the Identified Targets, the only
compensation from the District shall be the Contingency Fee and Reimbursable Costs,
pursuant to Sections B.4.2 and B.4.3.

LetterContract-DCCB-2025-F-0003
Attachment1—StatementofWork
Page3of17
B.4.4.2IfContractorrecoversattorneysfeesfromtheIdentifiedTargets,whetherinfullorinpart,suchfeesshallbedeductedfromtheContingencyFee.Forillustrativepurposesonly,iftheNetRecoveryis$75,000,000.00(recoveredafterlitigationisfiled),theContingencyFee(15%)is$11,250,000.00;andifContractorsought$3,000,000.00in
attorneysfeesfromtheIdentifiedTargetsandtheCourtawarded$2,000,000.00,Contractor isentitledto a Contingency Fee of $9,250,000.00 ($11,250,000.00 -
'$2,000,000.00)
B.4.5__InnoeventwilltheDistrictberequiredtocompensateContractoroutofanyfundotherthanmoniesrecoveredinthisMatter.
BAG Ifthecaseresolvesforonlyinjunctivereliefduringeithertheinvestigativeorlitigation
phase,ContractormaypetitiontoCourttoordertheIdentifiedTargettopayitsattomeys’feesandcosts,includingallfeesandcostsrelatingtotheinvestigation,directlytoContractor.Inthisevent,theDistrictagreesthatanysuchrecoveryofattomeys”feesandcostsshallaccrue100%directlytoContractorandareoutsideofthetermsofthisContract,howevertheDistrictwillretainanyamountsawardedtocovertheDistrict'sownfeesandcosts.
B.5 PRICE SCHEDULE

Contract| Services Percentage]NottoExceed
LineItem of Net Amount*
No. Recovery
(CLIN)
0001 |AllLegalServicesasdescribedinSectionC,Statementofork,uponrecoverybytheDistrictasoutlinedin001A
fhrough0001Cbelow:
0001A| ContingencyFeeifrecoveryobtainedprior 10%
tofilingaformalcomplaint
0001B| ContingencyFeeifrecoveryobtainedafter| 18% | $80,000,000.00thefilingofacomplaintbutpriorto

commencement of trial
0001C| ContingencyFeeifanyamountisobtained| 20%afterthecommencementoftrial
0002 Reimbursable Costs as described in G.3 NA $5,000,000.00
Tora Not-T0-EXCEED CONTRACT $85,000.000.00
AMOUNT
* ThefeesandcostsfortheBasePeriodandOptionPeriodsarenotcumulativeandrepresentasingleNTE amount.Contractorisonlyentitledtoasinglecontingencyfee
percentagefortheentirecontractregardlessofwhetherrecoveryoccursinthebase
periodortheoptionperiods,ifexercised.IftherearemultipleIdentifiedTargets,and
moneyisrecoveredbydifferentIdentifiedTargetsandatdifferenttimes,theNTE
amountinB.SisthemaximumcumulativeamounttowhichContractormaybe
entitledfortheentirecontract,includingoptionperiods.Thetotalnot-to-exceed
LetterContract-DCCB-2025-F-0003
Attachment1— StatementofWork
Page4 of17
amountforreimbursablecostsfortheentirecontracttermis$5,000,000regardlessof
when the costsoccur.
B.S.2_OPTIONPERIOD ONE (1) (YEARSSIXAND SEVEN)

Contract| Services Percentage]NottoExceed
Line Item of Net Amount *
No. Recovery(CLIN)
1001 [AllLegalServicesasdescribedinSectionC,Statementofork,uponrecoverybytheDistrictasoutlinedin001A
fhrough0001Cbelow:
1001A| ContingencyFeeifrecoveryobtainedprior| 10%tofilingaformalcomplaint
1001B| ContingencyFeeifrecoveryobtainedafter| __18%| $80,000,000.00
thefilingofacomplaintbutpriortocommencementoftrial
1001C__|ContingencyFeeifanyamountisobtained| 20%afterthecommencementoftrial
1002 Reimbursable Costs as described in G.3 NA $5,000,000.00
ToratNor-r0-EXxcrEpConTRACT $85,000.000.00AMOUNT
* ThefeesandcostsfortheBasePeriodandOptionPeriodsarenotcumulative
andrepresentasingleNTE amount.Contractorisonlyentitledtoasingle
contingencyfeepercentagefortheentirecontractregardlessofwhetherrecovery
occursinthebaseperiodortheoptionperiods,ifexercised.Iftherearemultiple
IdentifiedTargets,andmoneyisrecoveredbydifferentIdentifiedTargetsandat
differenttimes,theNTE amountinB.5isthemaximumcumulativeamountto
whichContractormaybeentitledfortheentirecontract,includingoptionperiods.
Thetotalnot-to-exceedamountforreimbursablecostsfortheentirecontractterm
is$5,000,000regardlessofwhenthecostsoccur.

LetterContract-DCCB-2025-F-0003
Attachment1—StatementofWork
Page5of17
B.S.3OPTION PERIOD TWO (2) (YEARS EIGHT AND NINE)

Contract_|Services Percentage]NottoExceed
LineItem ofNet Amount*
No. Recovery
(CLIN)
2001 |AllLegalServicesasdescribedinSectionC,Statementof
ork,uponrecoverybytheDistrictasoutlinedin001A{through0001Cbelow:
2001A| ContingencyFeeifrecoveryobtainedprior] 10%tofilingaformalcomplaint
2001B| ContingencyFeeifrecoveryobtainedafter| 18% | $80,000,000.00
thefilingofacomplaintbutpriortocommencementoftrial
2001C__|ContingencyFeeifanyamountisobtained| __20%afterthecommencementoftrial
2002 ReimbursableCostsasdescribedinG.3 NA $5,000,000.00

Tora Not-10-EXCEED CONTRACT }$85,000.000.00
AMOUNT.
*ThefeesandcostsfortheBasePeriodandOptionPeriodsarenotcumulativeand
representasingleNTE amount.Contractorisonlyentitledtoa singlecontingency
feepercentagefortheentirecontractregardlessofwhetherrecoveryoccursinthe
baseperiodortheoptionperiods,ifexercised.IftherearemultipleIdentified
‘Targets,andmoneyisrecoveredbydifferentIdentifiedTargetsandatdifferent
times,theNTE amountinB.5isthemaximumcumulativeamounttowhich
Contractormaybeentitledfortheentirecontract,includingoptionperiods.The
totalnot-to-exceedamountforreimbursablecostsfortheentirecontracttermis$5,000,000regardlessofwhenthecostsoccur.
SECTION C: SPECIFICATIONS/STATEMENT OF WORK
cA SCOPE:
OAG engagesContractortoassistPAD withinvestigationofand potentiallitigationinthe
Matter,includingbutnotlimitedtopublicnuisanceviolations,strictproductliability
designdefectviolations,DistrictofColumbiaBrownfieldActviolations,andcivilconspiracyviolations.
OAG willretainsoleauthorityatalltimestodirecttheinvestigationandlitigationin allrespects,including but not limited to,whether and when to initiatelitigation,
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 6 of 17

against whom actions will be taken, the claims to be brought in said litigation,
approval and/or rejection of settlements and the amount and type of damages to be
requested.

C.13.3 APPLICABLE LAWS
The following laws are applicable to this procurement:

Item
No.
Document
Type
Date Site
1 D.C. Brownfield Act January 11,
2002
D.C. Official Code§ 8-634.01 et seq.

C.2 RESERVED
C.3 BACKGROUND

Lead in drinking water poses a health risk in the District. Lead pipes that connect from the
main water line to resident’s homes pose a risk of contaminating drinking water. Notably,
the Environmental Protection Agency has recognized that there is no safe level of lead in
peoples’ blood and lead can have particularly profound impact on a child’s development,
including damage to the brain and slowed mental growth and development. Recognizing
these risks and harms, the District and its residents have spent significant funds to replace
lead pipes and to address childhood lead poisoning.

Multiple companies may have manufactured and sold lead lines for use in the District’s
drinking water infrastructure. These companies may have conducted this business when
also understanding the health hazards caused by lead in drinking water.

C.4 REQUIREMENTS
C.4.1 Contractor shall perform legal services that include, but are not limited to the following:

C.4.1.1 Assist OAG with the investigation of potential violations of the law by the Identified
Targets.

C.4.1.2 If violations of law are identified as a result of the investigation, assist in the
litigation against the Identified Targets. Contractor shall assist in all phases of
these investigations and litigations, including:
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 7 of 17

a. Preparation, filing, and service of all offensive and responsive pleadings;
b. Preparation and service of all offensive and defensive discovery;
c. Document review and management;
d. Coordinating litigation with other states and the federal government to promote,
to the extent beneficial, a unified approach to litigation;
e. Taking depositions, defending depositions, preparing witnesses for depositions;
f. Identifying and managing experts needed to analyze, develop, or prove the
District’s case;
g. Participation and conduct of representation of the District in court hearings, oral
arguments, trials, and settlement negotiations;
h. Coordination and conduct of any needed appeals.

C.4.1.3 FOIA Assistance. Third parties may submit Freedom of Information Act (FOIA)
requests to OAG or the District regarding this Matter. To the extent Contractor has
records that may be subject to disclosure under the District’s FOIA statute, OAG will
notify Contractor of the FOIA request and Contractor shall electronically provide,
within the timeframe specified by the CA, all records responsive to the FOIA request.
In addition, Contractor shall make all records regarding this Matter available for
examination and review by OAG, upon request. Contractor shall be entitled to
reimbursement of costs for searching and copying records as set forth in Title 1
Chapter 13 of the District Municipal Regulations.

C.4.1.4 Provide regular status reports to the Contract Administrator.

C.4.1.5 Provide legal services to OAG for this litigation in a manner consistent with accepted
standards of practice in the legal profession. The Attorney General for the Office of the
Attorney General of the District of Columbia (the Attorney General) shall have final
authority over all aspects of this litigation. The litigation may be commenced,
conducted, settled, approved and ended only with the express written approval of the
Attorney General.

C.4.1.6 Coordinate the provision of legal services with the Attorney General or his or her
designated assistant, other personnel of OAG, and such others as the Attorney General
may appoint. The Attorney General, at his or her sole discretion, has the right to appoint
a designated assistant (“Government Attorney”) to oversee the litigation, which
appointment the Attorney General may modify at will.

C.4.1.7 Submit all substantive pleadings, motions, briefs, and other material which may be
filed with a court to OAG in draft form in a reasonable and timely manner for review.
All such material must be approved by the Attorney General or appointed designee
prior to filing.
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 8 of 17

C.4.1.8 Communicate with the District’s executive branch and agencies through OAG unless
authorized by OAG to communicate directly with any of them.
C.4.1.9 Render services pursuant to this Contract as an independent contractor. Neither
Contractor nor any employee of Contractor shall be regarded as employed by, or as an
employee of, OAG.

C.5 Notice Requirements for Reimbursable Costs

Contractor shall provide notice to, and obtain approval from, OAG prior to incurring
any individual Reimbursable Cost greater than $5,000. Notwithstanding the foregoing,
Contractor shall provide notice to, and obtain written approval from OAG before
engaging any expert witness or other consultants regardless of cost. Costs exceeding
$5,000 that did not receive the CA’s prior written approval, shall not be included in the
calculation of Reimbursable Costs. If Contractor fails to obtain prior approval for any
individual Reimbursable Cost greater than $5,000 or for any expert witness, such cost
shall be excluded from the calculation of Reimbursable Costs.

C.6 Key Personnel and Point of Contact
Contractor designates the following individual as the Point of Contact for all
communication with OAG.

Aaron Colangelo
1255 Union St NE, Suite 850
Washington, DC 20002
d 771.200.1527 · t 202.270.4777
acolangelo@edelson.com

C.7 Diversion, Reassignment, and Replacement of Key Personnel or Point of Contact

The key personnel and point of contact specified in Section C.6 are considered to be
essential to the work being performed hereunder. Prior to diverting any of the specified
key personnel for any reason, Contractor shall notify the Contracting Officer at least
thirty (30) calendar days in advance and shall submit justification, including proposed
substitutions, in sufficient detail to permit evaluation of the impact upon the Contract.
Contractor shall obtain prior written approval of the CO for any proposed substitution of
key personnel.

C.8 CONTRACT ADMINISTRATOR (CA)
The Contract Administrator is responsible for general administration of the Contract and
advising the CO as to 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. The Contract Administrator for this Contract is:

LetterContract-DCCB-2025-F-0003
Attachment1—StatementofWork
Page9of17
cs
WesleyRosenfeldAssistantAttorneyGeneral
HousingandEnvironmentalJusticeSectionOfficeoftheAttomeyGeneralfortheDistrictofColumbia400 6th St.NW, Washington, D.C. 20001
C: (202) 368-2569
Email:Wesleyrosenfeldl@de.gov
DELIVERABLES
ContractorshallperformtheactivitiesrequiredtosuccessfullycompletetheDistrict’s
requirementsand submiteach deliverable,includingbutnot limitedtothedeliverabl

thetablebelow,totheContractAdministrator(CA)identifiedinsectionC.8.ThePoint
ofContactidentifiedinParagraphC.6shallberesponsibleforsubmittingall

deliverables.
Format/MethodSOW| Deliverable Quantity| ofDelivery| DueDateSection
‘C412a.|Preparation,filing,andserviceofall TBD| PDF/Electronic| Ongoing,asoffensiveandresponsivepleadings requested
C4120, Preparationandserviceofalloffensive| TBD| PDF/Electronic| Ongoinganddefensivediscovery
CAIDe.| Depositions TBD__|_PDF/Electronic_|OngoingCAI3| RecordsresponsivetoaFOIArequest TBD| PDF/Electronic|Withinfive()businessdaysofrequest
CATA| StatusReports TBD| PDF/Electronic| Ongoing
CALT| Draftsofsubstantivepleadings,motions,| TBD |~ PDF/Electronic| Ongoingbriefs,andothermaterialwhichmaybefiledwiththecourt
CS | Noticeofreimbursablecostgreaterthan| TBD Electronic Priorto$5,000orNoticeofintenttoengage incurringcostexpertwitnessorotherconsultant
‘C7__|Notificationofdiversionofkeypersonnel| TBD Electronic[Atleast30days|orpointofcontact inadvance

Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 10 of 17

C.10 REIMBURSABLE COSTS

C.10.1 Contractor shall only be entitled to Reimbursable Costs to the extent that Contractor is
not able to recover its costs and expenses in accordance with Paragraph B.4.3.
Reimbursable Costs shall not exceed the Reimbursable Costs NTE amount described in
the Price Schedule at B.5 (for the purposes of this Section C.10, the NTE is also
referred to as “cost reimbursement ceiling”).

C.10.2 Contractor agrees that Reimbursable Costs shall only include: court costs, costs of
retaining, and expenses of, consulting and testifying expert;, court reporters;
videographers; deposition and transcription costs; external document reproduction;
coding and organization services; document review platform and hosting costs; travel
costs (including airfare, lodging, and meals); meeting expenses; travel expenses of
experts; investigative services; jury consultants; costs of photography; exhibits; and
graphic design or other media used to present or illuminate evidence or argument.
Reimbursable costs shall not include Contractor’s in-house copying, long distance
telephone calls, contract attorneys engaged for document review, or in-service
Westlaw/LEXIS charges. The costs incurred for lodging, meals, and incidental
expenses shall be considered to be reasonable and allowable only to the extent that they
do not exceed on a daily basis the maximum per diem rates in effect at the time of travel
as set forth in the Federal Travel Regulations, prescribed by the General Services
Administration.

C.10.3 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.

C.10.4 Contractor must notify the Contracting Officer (CO), in writing, whenever it has
reason to believe that the total amount for Reimbursable Costs will be greater than
the cost reimbursement ceiling.

C.10.5 As part of the notification, Contractor must provide the CO a revised estimate of
the total cost of performing this Contract.

C.10.6 Contractor shall not be entitled to any costs in excess of the Reimbursement Cost
NTE amount, whether such costs were incurred during the course of contract
performance or as a result of termination. The CO may raise the NTE amount if the
CO determines that such costs are necessary for successful investigation and/or
litigation of the Matter, and such determination will not be unreasonably withheld.
The CO will notify Contractor in writing that the estimated cost has been increased
and provide a revised cost reimbursement ceiling for performing this Contract.

C.10.7 Only the Contracting Officer has the authority to change the cost reimbursement
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 11 of 17

ceiling. If any cost reimbursement ceiling specified in Section B.5 is increased, any
costs 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.

C.10.8 Contractor must maintain a system, using Generally Accepted Accounting Practices,
to track expenses that, at minimum, can provide an itemized list of expenses.

C.11 INSURANCE (October 2024)

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 to
commencing 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 accepted 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 be effected
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.

Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 12 of 17

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 it’s 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

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.

Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 13 of 17

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, include Form CA 99 48 03 06 Pollution Liability - Broadened
Coverage for Covered Autos - Business Auto, Motor Carrier and Truckers (or
it’s equivalent)

3. 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)
c) Where applicable, include Jones Act Coverage for seamen or crew members on an
“if any” basis.

4. 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
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 14 of 17

of this Agreement and for an extended reporting period of not less than two (2)
years after.

5. 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 $5,000,000 per claim or per
occurrence for each wrongful act and $5,000,000 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.

6. 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 $5,000,000 per occurrence and $5,000,000 in the annual
aggregate, following the form and in excess of all liability policies. All liability
coverages 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.

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.

Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 15 of 17

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. Contractor 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.

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 of 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 Contractor at
least 30 days’ notice of the change. 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. Contractor must also
provide us with evidence of renewal before the expiration date of each insurance
policy. 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:
Gena Johnson
Office of the Attorney General
400 6th Street, NW
Washington, DC 20001
Gena.johnson@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
Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 16 of 17

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 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, the 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.

C.12 PAYMENT – CONTINGENCY FEE [Net Recovery]

C.12.1 Contractor shall assist in the investigation and litigation on a contingency fee basis. The
District shall owe the Contractor a contingency fee and cost reimbursement, in
accordance with the terms of the Contract, only if the District realizes a monetary
recovery. If the District realizes a monetary recovery, Contractor shall receive a
contingency fee and cost reimbursement in accordance with Section B.
C.12.2 Contractor understands and agrees that if the District does not realize a monetary
recovery, the Contractor shall receive no compensation or cost reimbursement
whatsoever from the District.

C.13 PAYMENT PROCESS
C.13.1 In the event the District obtains a monetary recovery whether by judgment, settlement
or any other means, all such funds shall be deposited into the appropriate District of
Columbia account.

C.13.2 The District will make payment to Contractor, into a designated Attorney IOLTA
account established prior to any request for payment, after the District’s receipt of any
monetary recovery from Contractor’s representation of the District in the Matter. If no
monetary recovery is realized, Contractor shall receive no compensation or
reimbursement for any costs incurred.

Letter Contract – DCCB-2025-F-0003
Attachment 1 – Statement of Work
Page 17 of 17

C.13.3 The District will pay Contractor on or before the 15th day after receiving a proper
payment request from Contractor.
C.13.4 Contractor shall submit a proper payment request as specified below. The payment
request shall be submitted to the agency Chief Financial Officer with concurrent copies
to the Contract Administrator. The address of the CFO is:
Office of Finance & Resource Management
Office of the Controller/Agency CFO
441 4th Street NW, Suite 890 North
Washington, DC 20001 (202) 727-0333

C.13.5 To constitute a proper payment request, the Contractor shall submit the following
information on the payment request:
a) Contractor’s name, federal tax ID and payment request date (date payment request
as of the date of mailing or transmittal);
b) Contract number and payment request number;
c) Description, price, quantity and the date(s) that the supplies or services were
delivered or performed;
d) Other supporting documentation or information, as required by the Contracting
Officer;
e) For cost reimbursement, the Contractor must submit an itemized list and
description of all costs to be reimbursed and provide receipts to support the cost
expenditures upon request;
f) Bank and Account number of IOLTA account to which payment is to be deposited;
g) Name, title, phone number and mailing address of person (if different from the person
identified in C.6.2) to be notified in the event of a defective payment request;
h) A certification that the Contractor is entitled to payment in the requested amount; and
i) Authorized signature.
C.13.6 If OAG and Contractor disagree about the amount of the fee and/or costs owed to the
Contractor, the disagreement shall be resolved according to the procedures stated in
the Standard Contract Provisions, as amended (see Supplement to SCPs, Attachment
3). The parties shall place any disputed amount in escrow pending the resolution of
any disagreement relating to the amount of the Contractor’s fee and costs and shall
distribute all undisputed portions of the total monetary recovery in accordance with
paragraph C.13.3.
CONFIDENTIAL INVESTIGATORY RECORDS COMPILED FOR LAW
ENFORCEMENT PURPOSE: PENDING INVESTIGATION

Contract Number: DCCB-2025-F-0003
Contractor: Edelson PC
Description of Matter: Edelson PC (“Contractor”) will assist the OAG Public Advocacy
Division (PAD) with an investigation of and potential litigation
against persons or entities that may have manufactured lead
drinking water pipes and/or marketed or sold lead drinking water
pipes in the District of Columbia for violation of the District of
Columbia’s Brownfield Act and the common law (“the Matter”).
Target(s), if known: Hecla Mining Company, The Doe Run Company, NL Industries,
Inc., Arco Southwest, GrupoMexico, EaglePicher Technologies,
Asarco, Nathan Trotter & Co., CerroBrass, and other entities
involved in the manufacturing and selling of lead drinking water
pipes.

Background: Lead pipes in drinking water has caused significant financial and
health harm to the District and its residents. The manufacturers of
lead pipes knew while they manufactured and sold the pipes to
municipalities that the pipes caused health risks. Concurrently, the
manufacturers actively funded a trade organization that lobbied
cities to promote the placement of lead pipes. Additional
investigative work is necessary to understand which manufacturers
sold lead pipes in the District and to firm up other aspects of
potential enforcement against those entities.
CONTRACT ATTACHMENT 2 – IDENTIFIED TARGETS

CONTINGENCY FEE CONTRACT
1. Caption Page of Pages
Outside Legal Counsel 1 31
2. Contract Number 3. Effective Date 4. Requisition/Purchase Request/Project No.
DCCB-2025-F-0003 October 21, 2024 N/A
5. Issued by: Code 6. Administered by (If other than line 5)
Office of the Attorney General
Support Services Division/Procurement Unit
400 6th Street, NW
Washington, DC 20001
Office of the Attorney General
Public Advocacy Division
400 6th Street, NW
Washington, DC 20001
7. Name and Address of Contractor (No. street, city, state and zip code)

Edelson PC
350 North LaSalle Street, 14th Floor
Chicago, Illinois 60654
8. Delivery
FOB Origin Other (See Schedule Section F)
9. Discount for prompt payment
NA
10. Submit invoices to the Address shown in
(3 copies unless otherwise specified) 

Section G.2
11. Ship to/Mark For
Office of the Attorney General
Public Advocacy Division
400 6th Street, NW
Washington, DC 20001
12. Payment will be made by:
The Office of Finance and Resource Management
Office of the Controller/Agency Fiscal Officer
441 4th Street NW, Suite 890 North
Washington, DC 20001
13. Accounting and Appropriation Data: 14. Reserved for future use

15A. Item 15B. Supplies/Services 15C. Qty. 15D. Unit 15E. Unit Price 15F. Amount
0001 Outside Legal Counsel in support of investigation
and potential litigation as set forth in Section C.

Total Estimated NOT-TO-EXCEED Amount of Contract  $85,000,000.00
16. Table of Contents
(X) Section Description Page (X) Section Description Page
PART I – THE SCHEDULE PART II – CONTRACT CLAUSES
X A Contract Form 1 X I Contract Clauses 25
X B Supplies or Services and Price/Cost 2 PART III – LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS
X C Description/Specifications/Work
Statement
6 X J List of Attachments 31
X D Packaging and Marking 9
X E Inspection and Acceptance 10 K Representations, Certifications and Other
Statements of Offerors

X F Deliveries or Performance 10
X G Contract Administration data 11 L Instructions, conditions & notices to offerors
X H Special Contract Requirements 16 M Evaluation factors for award
Contracting Officer will complete Item 17 or 18 as applicable
17. CONTRACTOR’S NEGOTIATED AGREEMENT (Contractor is
required to sign this document and return one (1) copy to issuing
office.) Contractor agrees to furnish and deliver all items, perform all the
services set forth or otherwise identified above and on any continuation
sheets, for the consideration stated herein. The rights and obligations of
the parties to this contract shall be subject to and governed by the
following documents: (a) this award/contract, (b) the solicitation, if any,
and (c) such provisions, representations, certifications, and
specifications, as are attached or incorporated by reference herein.
118. AWARD (Contractor is not required to sign this document.)
Your offer on Solicitation Number _______________________
including the additions or changes made by which additions or changes
are set forth in full above, is hereby accepted as to the items listed
above and on any continuation sheets. This award consummates the
contract which consists of the following documents: (a) the
Government’s solicitation and your offer, and (b) this award/contract.
No further contractual document is necessary.
19A. Name and Title of Signer (Type or print)

20A. Name of Contracting Officer

19B. Contractor

(Signature of person authorized to sign)
19C. Date Signed 20B. District of Columbia

(Signature of Contracting Officer)
20C. Date Signed
See Section B

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

B.1 The Office of the Attorney General for the District of Columbia (“OAG” or “the District”)
engages Edelson PC (the “Contractor”) to assist the Public Advocacy Division (“PAD”) with an
investigation and potential litigation against identified targets (“Identified Targets” at
Attachment J.5) for violations of law related to past marketing, selling, and installation of lead
water pipes (“the Matter”). As a result of the investigation and potential litigation, during this
engagement OAG reserves the right to expand the list of Identified Targets.

B.2 This is the definitized contract (Contract) contemplated by the letter contract between
Contractor and OAG (Letter Contract) dated October 21, 2024. The Letter Contract is merged
herewith and is superseded by this Contract.

B.3 In accordance with 27 DCMR 5025.3, OAG hereby awards a contingency fee contract with a
cost-reimbursement component (Contract) to Contractor. Contractor shall represent OAG on a
contingency fee basis and, if OAG realizes a monetary recovery, shall receive, in accordance
with the terms of the Contract, a percentage of any Net Recovery and reimbursement of actual
direct costs and expenses, as defined herein. If no monetary recovery is realized, Contractor
shall receive no compensation whatsoever from the District. Payment to Contractor shall not
exceed 50% of the Net Recovery realized by the District.

B.4 COMPENSATION

B.4.1 Prior to, as a pre-condition of, the calculation of any compensation owed to Contractor from the
District, Contractor shall use its best efforts to seek its usual and customarily allowable attorney
fees and costs and expenses from the Identified Targets.

B.4.2 CONTINGENCY FEE

B.4.2.1 Contractor shall only be entitled to compensation if the District realizes a monetary
recovery, either through settlement, judgment or otherwise, in the Matter. For the purposes
of the Contract, the District “realizes” or “obtains” a monetary payment only when such
amount has been deposited in an appropriate District account.

B.4.2.2 The District agrees to pay Contractor a percentage of the net recovery amount (Net
Recovery), as described in the Price Schedule at Section B.5, subject to the requirements of
Paragraph B.4.4 (Contingency Fee).The Net Recovery shall be calculated by deducting
Contractor’s Reimbursable Costs, up to the Not-to-Exceed (NTE) amount identified in the
Price Schedule at Section B.5, from the Gross Recovery, as defined in Paragraph B.4.2.3.
For illustrative purposes, if the Gross Recovery is $80,000,000.00, and the Reimbursable
Cost amount is $5,000,000.00, the Net Recovery is $75,000,000.00.

B.4.2.3 The gross recovery amount (Gross Recovery) is the present value of any monetary recovery
realized by the District for the Matter as a result of Contractor’s representation of the District
whether by settlement, pursuant to court judgment following trial or appeal, or otherwise. Gross
Recovery does not include attorney fees included in a settlement agreement or awarded to the
District for OAG attorney and staff time. Gross Recovery may come from any source,
including, but not limited to, Identified Targets and/or their insurance carriers and/or any third
party, whether or not a party to such investigation or cause of action.

B.4.2.4 If there is a multistate settlement and a multistate fee fund set up, Contractor would be
obligated to first seek fees from any fee fund before recovering any remaining amount due
under the tiered approach outlined in B.5 from the District's recovery.

B.4.3 REIMBURSABLE COSTS

B.4.3.1 Reimbursable costs are actual direct costs, as further described in Section C.10, incurred by
Contractor while performing services under this Contract (Reimbursable Costs). Contractor
shall be responsible for all of its costs and expenses incurred throughout the investigation
and litigation.

B.4.3.2 Contractor will only be entitled to recover Reimbursable Costs if the District obtains a
monetary recovery and then only to the extent that Contractor does not recover such costs from
the Targets. To be clear, for the purposes of calculating the District’s liability for
Reimbursable Costs only, if Contractor is able to recover, $1,000,000.00 of its expenses
from the Identified Targets and the Reimbursable Cost NTE amount is $5,000,000.00, the
District will only pay Reimbursable Costs up to the NTE amount of $4,000,000.00.
Reimbursable Costs received from the Identified Targets in no changes the Reimbursable
Costs NTE amount for the purpose of calculating Net Recovery.

B.4.3.3 In the event there is no monetary recovery, the District will not pay any Reimbursable
Costs.

B.4.3.4 If Contractor is hired for multiple matters against multiple defendants under one contract,
Contractor will only be entitled to fees, costs, and expenses for a matter against a defendant
from which the District obtains a recovery (including costs of the matter fairly allocated to
that defendant), and Contractor will not be entitled to fees, costs, or expenses solely allocated
to any matter against a defendant where there is no recovery by the District.

B.4.4 ATTORNEYS FEES

B.4.4.1 Contractor understands and agrees that it shall not be entitled to any separate payment for its
attorneys fees. In the event that the District realizes a monetary recovery, even if Contractor
is unable to recover its attorney fees from the Identified Targets, the only compensation from
the District shall be the Contingency Fee and Reimbursable Costs, pursuant to Sections
B.4.2 and B.4.3.

B.4.4.2 If Contractor recovers attorneys fees from the Identified Targets, whether in full or in part,
such fees shall be deducted from the Contingency Fee. For illustrative purposes only, if the
Net Recovery is $75,000,000.00 (recovered after litigation is filed), the Contingency Fee
(15%) is $11,250,000.00; and if Contractor sought $3,000,000.00 in attorneys fees from the
Identified Targets and the Court awarded $2,000,000.00, Contractor is entitled to a
Contingency Fee of $9,250,000.00 ($11,250,000.00 - $2,000,000.00).

B.4.4.3 In no event will the District be required to compensate Contractor out of any fund other than
monies recovered in this Matter.

B.4.4.4 If the case resolves for only injunctive relief during either the investigative or litigation phase,
Contractor may petition to Court to order the Identified Target to pay its attorneys’ fees and costs,
including all fees and costs relating to the investigation, directly to Contractor. In this event, the
District agrees that any such recovery of attorneys’ fees and costs shall accrue 100% directly to
Contractor and are outside of the terms of this Contract, however the District will retain any
amounts awarded to cover the District’s own fees and costs.
B.5 PRICE SCHEDULE

B.5.1 BASE PERIOD – FIVE (5) YEARS

Contract
Line Item
No.
(CLIN)
Services Percentage
of Net
Recovery
Not to Exceed
Amount *
0001 All Legal Services as described in Section C, Statement of
Work, upon recovery by the District as outlined in 0001A
through 0001C below:

$80,000,000.00
0001A Contingency Fee if recovery obtained prior
to filing a formal complaint
10%
0001B Contingency Fee if recovery obtained after
the filing of a complaint but prior to
commencement of trial
18%
0001C Contingency Fee if any amount is obtained
after the commencement of trial
20%
0002 Reimbursable Costs as described in G.3 NA $5,000,000.00
TOTAL NOT-TO-EXCEED CONTRACT
AMOUNT
$85,000.000.00

* The fees and costs for the Base Period and Option Periods are not cumulative and
represent a single NTE amount. Contractor is only entitled to a single contingency fee
percentage for the entire contract regardless of whether recovery occurs in the base
period or the option periods, if exercised. If there are multiple Identified Targets, and
money is recovered by different Identified Targets and at different times, the NTE
amount in B.5 is the maximum cumulative amount to which Contractor may be
entitled for the entire contract, including option periods. The total not-to-exceed
amount for reimbursable costs for the entire contract term is $5,000,000 regardless of
when the costs occur.

B.5.2 OPTION PERIOD ONE (1) (YEARS SIX AND SEVEN)

Contract
Line Item
No.
(CLIN)
Services Percentage
of Net
Recovery
Not to Exceed
Amount *
1001 All Legal Services as described in Section C, Statement of
Work, upon recovery by the District as outlined in 0001A
through 0001C below:

$80,000,000.00
1001A Contingency Fee if recovery obtained prior
to filing a formal complaint
10%
1001B Contingency Fee if recovery obtained after
the filing of a complaint but prior to
commencement of trial
18%
1001C Contingency Fee if any amount is obtained
after the commencement of trial
20%
1002 Reimbursable Costs as described in G.3 NA $5,000,000.00
TOTAL NOT-TO-EXCEED CONTRACT
AMOUNT
$85,000.000.00

* The fees and costs for the Base Period and Option Periods are not cumulative
and represent a single NTE amount. Contractor is only entitled to a single
contingency fee percentage for the entire contract regardless of whether recovery
occurs in the base period or the option periods, if exercised. If there are multiple
Identified Targets, and money is recovered by different Identified Targets and at
different times, the NTE amount in B.5 is the maximum cumulative amount to
which Contractor may be entitled for the entire contract, including option periods.
The total not-to-exceed amount for reimbursable costs for the entire contract term
is $5,000,000 regardless of when the costs occur.

B.5.3 OPTION PERIOD TWO (2) (YEARS EIGHT AND NINE)

Contract
Line Item
No.
(CLIN)
Services Percentage
of Net
Recovery
Not to Exceed
Amount *
2001 All Legal Services as described in Section C, Statement of
Work, upon recovery by the District as outlined in 0001A
through 0001C below:

$80,000,000.00
2001A Contingency Fee if recovery obtained prior
to filing a formal complaint
10%
2001B Contingency Fee if recovery obtained after
the filing of a complaint but prior to
commencement of trial
18%
2001C Contingency Fee if any amount is obtained
after the commencement of trial
20%
2002 Reimbursable Costs as described in G.3 NA $5,000,000.00
TOTAL NOT-TO-EXCEED CONTRACT
AMOUNT
$85,000.000.00

* The fees and costs for the Base Period and Option Periods are not cumulative and
represent a single NTE amount. Contractor is only entitled to a single contingency
fee percentage for the entire contract regardless of whether recovery occurs in the
base period or the option periods, if exercised. If there are multiple Identified
Targets, and money is recovered by different Identified Targets and at different
times, the NTE amount in B.5 is the maximum cumulative amount to which
Contractor may be entitled for the entire contract, including option periods. The
total not-to-exceed amount for reimbursable costs for the entire contract term is
$5,000,000 regardless of when the costs occur.

SECTION C: SPECIFICATIONS/STATEMENT OF WORK

C.1 SCOPE:

OAG engages Contractor to assist PAD with investigation of and potential litigation in the
Matter, including but not limited to public nuisance violations, strict product liability design
defect violations, District of Columbia Brownfield Act violations, and civil conspiracy
violations.

OAG will retain sole authority at all times to direct the investigation and litigation in all
respects, including but not limited to, whether and when to initiate litigation,

against whom actions will be taken, the claims to be brought in said litigation,
approval and/or rejection of settlements and the amount and type of damages to be
requested.

C.1.1 APPLICABLE LAWS
The following laws are applicable to this procurement:

Item
No.
Document
Type
Date Site
1 D.C. Brownfield Act January 11,
2002
D.C. Official Code§ 8-634.01 et seq.

C.2 RESERVED

C.3 BACKGROUND

Lead in drinking water poses a health risk in the District. Lead pipes that connect from the main
water line to resident’s homes pose a risk of contaminating drinking water. Notably, the
Environmental Protection Agency has recognized that there is no safe level of lead in peoples’
blood and lead can have particularly profound impact on a child’s development, including
damage to the brain and slowed mental growth and development. Recognizing these risks and
harms, the District and its residents have spent significant funds to replace lead pipes and to
address childhood lead poisoning.

Multiple companies may have manufactured and sold lead lines for use in the District’s
drinking water infrastructure. These companies may have conducted this business when also
understanding the health hazards caused by lead in drinking water.

C.4 REQUIREMENTS

C.4.1 Contractor shall perform legal services that include, but are not limited to the following:

C.4.1.1 Assist OAG with the investigation of potential violations of the law by the Identified Targets.

C.4.1.2 If violations of law are identified as a result of the investigation, assist in the litigation
against the Identified Targets. Contractor shall assist in all phases of these investigations
and litigations, including:

a. Preparation, filing, and service of all offensive and responsive pleadings;
b. Preparation and service of all offensive and defensive discovery;
c. Document review and management;
d. Coordinating litigation with other states and the federal government to promote, to
the extent beneficial, a unified approach to litigation;
e. Taking depositions, defending depositions, preparing witnesses for depositions;
f. Identifying and managing experts needed to analyze, develop, or prove the District’s
case;
g. Participation and conduct of representation of the District in court hearings, oral
arguments, trials, and settlement negotiations;
h. Coordination and conduct of any needed appeals.

C.4.1.3 FOIA Assistance. Third parties may submit Freedom of Information Act (FOIA) requests
to OAG or the District regarding this Matter. To the extent Contractor has records that may
be subject to disclosure under the District’s FOIA statute, OAG will notify Contractor of the
FOIA request and Contractor shall electronically provide, within the timeframe specified by
the CA, all records responsive to the FOIA request. In addition, Contractor shall make all
records regarding this Matter available for examination and review by OAG, upon request.
Contractor shall be entitled to reimbursement of costs for searching and copying records as
set forth in Title 1 Chapter 13 of the District of Columbia Municipal Regulations.

C.4.1.4 Provide regular status reports to the Contract Administrator.

C.4.1.5 Provide legal services to OAG for this litigation in a manner consistent with accepted
standards of practice in the legal profession. The Attorney General for the Office of the
Attorney General of the District of Columbia (the Attorney General) shall have final
authority over all aspects of this litigation. The litigation may be commenced, conducted,
settled, approved and ended only with the express written approval of the Attorney General.

C.4.1.6 Coordinate the provision of legal services with the Attorney General or his or her designated
assistant, other personnel of OAG, and such others as the Attorney General may appoint. The
Attorney General, at his or her sole discretion, has the right to appoint a designated assistant
(“Government Attorney”) to oversee the litigation, which appointment the Attorney General
may modify at will.

C.4.1.7 Submit all substantive pleadings, motions, briefs, and other material which may be filed
with a court to OAG in draft form in a reasonable and timely manner for review. All such
material must be approved by the Attorney General or appointed designee prior to filing.
C.4.1.8 Communicate with the District’s executive branch and agencies through OAG
unless authorized by OAG to communicate directly with any of them.

C.4.1.9 Render services pursuant to this Contract as an independent contractor.
Neither Contractor nor any employee of Contractor shall be regarded as
employed by, or as an employee of, OAG.

C.5 Notice Requirements for Reimbursable Costs

Contractor shall provide notice to, and obtain approval from, OAG prior to incurring any
individual Reimbursable Cost greater than $5,000. Notwithstanding the foregoing,
Contractor shall provide notice to, and obtain written approval from OAG before
engaging any expert witness or other consultants regardless of cost. Costs exceeding
$5,000 that did not receive the CA’s prior written approval, shall not be included in the
calculation of Reimbursable Costs. If Contractor fails to obtain prior approval for any
individual Reimbursable Cost greater than $5,000 or for any expert witness, such cost
shall be excluded from the calculation of Reimbursable Costs.

C.6 Key Personnel and Point of Contact

Contractor designates the following individual as the Point of Contact for all
communication with OAG.

Aaron Colangelo
1255 Union St NE, Suite 850
Washington, DC 20002
d 771.200.1527 · t 202.270.4777
acolangelo@edelson.com

C.7 Diversion, Reassignment, and Replacement of Key Personnel or Point of Contact

The key personnel and point of contact specified in Section C.6 are considered to be
essential to the work being performed hereunder. Prior to diverting any of the specified
key personnel for any reason, Contractor shall notify the Contracting Officer at least
thirty (30) calendar days in advance and shall submit justification, including proposed
substitutions, in sufficient detail to permit evaluation of the impact upon the Contract.
Contractor shall obtain prior written approval of the CO for any proposed substitution of
key personnel.

SECTION D: PACKAGING AND MARKING
D.1 Not Applicable

SECTION E: INSPECTION AND ACCEPTANCE
E.1 The inspection and acceptance requirements for this 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. (Attachment J.1)

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 10 of 31

SECTION F: PERIOD OF PERFORMANCE AND DELIVERABLES

F.1 TERM OF CONTRACT

The term of the Contract shall be for a base period of five (5) years from October 21,
2024. In the event that the Matter is fully resolved prior to the expiration of the Contract
term, the Contract shall expire by its own terms. The Matter shall be considered “fully
resolved” when final judgments and/or settlements are reached on all aspects of the
Matter, any period for appeals has run, and Contractor has been paid all amounts due
under the Contract.

F.2 OPTION TO EXTEND THE TERM OF THE CONTRACT

F.2.1 The District may extend the Contract for up to two (2) additional two-year option periods,
or successive fractions thereof, by written notice to Contractor before the expiration of
the Contract; provided that the District will give Contractor preliminary written notice of
its intent to extend at least ninety (90) days before the Contract expires. The preliminary
notice does not commit the District to an extension. Contractor may waive the ninety (90)
day preliminary notice requirement by providing a written waiver to the Contracting
Officer prior to expiration of the Contract.

F.2.2 If the District exercises an option, the extended Contract shall be considered to include
this option provision. In no event shall any such extension of the Contract entitle
Contractor to additional fees.

F.2.3 The contingent fees for the option periods shall be as specified in the Section B of the
Contract.

F.2.4 The total duration of this Contract, including the exercise of any options under this
clause, shall not exceed nine (9) years.

F.3 DELIVERABLES

Contractor shall perform the activities required to successfully complete the District’s
requirements and submit each deliverable, including but not limited to the deliverables in
the table below, to the Contract Administrator (CA) identified in section G.8. The Point
of Contact identified in Paragraph C.6.2 shall be responsible for submitting all
deliverables.

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 11 of 31

SOW
Section

Deliverable

Quantity
Format/Method
of Delivery

Due Date
C.4.1.2 a. Preparation, filing, and service of all
offensive and responsive pleadings
TBD PDF/Electronic Ongoing, as
requested
C.4.1.2 b. Preparation and service of all offensive
and defensive discovery
TBD PDF/Electronic Ongoing
C.4.1.2 e. Depositions TBD PDF/Electronic Ongoing
C.4.1.3 Records responsive to a FOIA request TBD PDF/Electronic Within five (5)
business days
of request
C.4.1.4 Status Reports TBD PDF/Electronic Ongoing
C.4.1.7 Drafts of substantive pleadings, motions,
briefs, and other material which may be
filed with the court
TBD PDF/Electronic Ongoing
C.5 Notice of reimbursable cost greater than
$5,000 or Notice of intent to engage
expert witness or other consultant
TBD Electronic Prior to
incurring cost
C.7 Notification of diversion of key personnel
or point of contact
TBD Electronic At least 30 days
in advance

F.3.1 Contractor shall submit to the District, as a deliverable, the report described in section
H.5.5 that is required by the 51% District Residents New Hires Requirements and First
Source Employment Agreement. If Contractor does not submit the report as part of the
deliverables, final payment to Contractor shall not be paid pursuant to section G.4.2.

SECTION G: CONTRACT ADMINISTRATION

G.1 PAYMENT – CONTINGENCY FEE

G.1.1 Contractor shall assist in the investigation and litigation on a contingency fee basis.
The District shall owe Contractor a contingency fee and cost reimbursement, in
accordance with the terms of the Contract, only if the District realizes a monetary
recovery. If the District realizes a monetary recovery, Contractor shall receive a
contingency fee and cost reimbursement in accordance with Section B.

G.1.2 Contractor understands and agrees that if the District does not realize a monetary
recovery, Contractor shall receive no compensation or cost reimbursement whatsoever
from the District. Contractor shall not receive reimbursement for any expenses
incurred in the investigation or litigation related to any defendant from whom a Gross
Recovery is not obtained.

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 12 of 31

G.2 PAYMENT PROCESS
G.2.1 In the event the District obtains a monetary recovery whether by judgment, settlement,
or any other means, all such funds shall be deposited into the appropriate District of
Columbia account.

G.2.2 The District will make payment to Contractor, into a designated Attorney IOLTA
account established prior to any request for payment, after the District’s receipt of any
monetary recovery from Contractor’s representation of the District in the Matter. If no
monetary recovery is realized, Contractor shall receive no compensation or
reimbursement for any costs incurred.
G.2.3 The District will pay Contractor on or before the 15th day after receiving a proper
payment request from Contractor.

G.2.4 Contractor shall submit a proper payment request as specified below. The payment
request shall be submitted to the agency Chief Financial Officer with concurrent copies to
the CA specified in Section G.8 below. The address of the CFO is:

Office of Finance & Resource Management
Office of the Controller/Agency CFO
441 4th Street NW, Suite 890 North
Washington, DC 20001 (202) 727-0333

G.2.5 To constitute a proper payment request, Contractor shall submit the following
information on the payment request:
a) Contractor’s name, federal tax ID and payment request date (date payment request
as of the date of mailing or transmittal);
b) Contract number and payment request number;
c) Description, price, quantity and the date(s) that the supplies or services were
delivered or performed;
d) Other supporting documentation or information, as required by the Contracting
Officer;
e) For cost reimbursement, Contractor must submit an itemized list and description
of all costs to be reimbursed and provide receipts to support the cost expenditures
upon request;
f) Bank and Account number of IOLTA account to which payment is to be deposited;
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 13 of 31

g) Name, title, phone number and mailing address of person (if different from the
person identified in C.6.2) to be notified in the event of a defective payment
request;
h) A certification that Contractor is entitled to payment in the requested amount; and
i) Authorized signature.

G.2.6 If OAG and Contractor disagree about the amount of the fee and/or costs owed to
Contractor, the disagreement shall be resolved according to the procedures stated in
the Standard Contract Provisions, Disputes clause as amended (see Supplement to
SCPs, Attachment J.2). The parties shall place any disputed amount in escrow
pending the resolution of any disagreement relating to the amount of Contractor’s fee
and costs and shall distribute all undisputed portions of the total monetary recovery in
accordance with paragraph G.2.3

G.3 REIMBURSABLE COSTS

G.3.1 Contractor shall only be entitled to Reimbursable Costs to the extent that Contractor is
not able to recover its costs and expenses in accordance with Paragraph B.4.3.
Reimbursable Costs shall not exceed the Reimbursable Costs NTE amount described in
the Price Schedule at B.5 (for the purposes of this Section G.3.1, the NTE is also
referred to as “cost reimbursement ceiling”).

G.3.2 Contractor agrees that Reimbursable Costs shall only include: court costs, costs of
retaining, and expenses of, consulting and testifying expert;, court reporters;
videographers; deposition and transcription costs; external document reproduction;
coding and organization services; document review platform and hosting costs; travel
costs (including airfare, lodging, and meals); meeting expenses; travel expenses of
experts; investigative services; jury consultants; costs of photography; exhibits; and
graphic design or other media used to present or illuminate evidence or argument.
Reimbursable costs shall not include Contractor’s in-house copying, long distance
telephone calls, contract attorneys engaged for document review, or in-service
Westlaw/LEXIS charges. The costs incurred for lodging, meals, and incidental expenses
shall be considered to be reasonable and allowable only to the extent that they do not
exceed on a daily basis the maximum per diem rates in effect at the time of travel as set
forth in the Federal Travel Regulations, prescribed by the General Services
Administration.

G.3.3 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.

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 14 of 31

G.3.4 Contractor must notify the Contracting Officer (CO), in writing, whenever it has
reason to believe that the total amount for Reimbursable Costs will be greater than the
cost reimbursement ceiling.

G.3.5 As part of the notification, Contractor must provide the CO a revised estimate of the
total cost of performing this Contract.

G.3.6 Contractor shall not be entitled to any costs in excess of the Reimbursement Cost NTE
amount, whether such costs were incurred during the course of contract performance or
as a result of termination. The CO may raise the NTE amount if the CO determines
that such costs are necessary for successful investigation and/or litigation of the Matter,
and such determination will not be unreasonably withheld. The CO will notify
Contractor in writing that the estimated cost has been increased and provide a revised
cost reimbursement ceiling for performing this Contract.

G.3.7 Only the Contracting Officer has the authority to change the cost reimbursement
ceiling. If any cost reimbursement ceiling specified in Section B.5 is increased, any
costs 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.

G.3.8 Contractor must maintain a system, using Generally Accepted Accounting Practices, to
track expenses that, at minimum, can provide an itemized list of expenses.

G.4 FIRST SOURCE AGREEMENT REQUEST FOR FINAL PAYMENT

G.4.1 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.4.2 No final payment shall be made to Contractor until the agency CFO has received the
Contracting Officer’s final determination or approval of waiver of compliance with
51% District Residents New Hires Requirements and First Source Employment
Agreement requirements.

G.5 RESERVED

G.6 RESERVED

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 15 of 31

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:

Gena Johnson
Contracting Officer
Office of the Attorney General
Support Services Division/Procurement Unit
400 6th Street, NW
Washington, DC 20001
Email: gena.johnson@dc.gov
Phone: 202-247-6448

G.8 AUTHORIZED CHANGES BY THE CONTRACTING OFFICER

G.8.1 The Contracting Officer (CO) is the only person authorized to approve changes in any
of the requirements of this Contract.

G.8.2 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 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 Contract Administrator is responsible for general administration of the Contract and
advising the CO as to 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:
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
Contractor’s costs are consistent with the negotiated amounts and progress is
satisfactory and commensurate with the rate of expenditure;
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 16 of 31

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 name, address and telephone number of the Contract Administrator is:

Wesley Rosenfeld
Assistant Attorney General
Housing and Environmental Justice Section
Office of the Attorney General for the District of Columbia
400 6th St. NW, Washington, D.C. 20001
C: (202) 368-2569
Email: Wesley.rosenfeld1@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 Contractor, except pursuant to Section
C.6;
5. Change the period of performance; or
6. Authorize the use of District property, except as specified under the Contract.

G.9.4 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.

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, 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:
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 17 of 31

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 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 Contractor’s first source of referral for qualified apprentices and trainees in the
implementation of employment goals contained in this clause.

H.2 RESERVED

H.3 PREGNANT WORKERS FAIRNESS

H.3.1 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 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 Contractor can demonstrate that the accommodation would impose an undue
hardship;

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
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 18 of 31

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 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 Contractor shall provide an accurate written translation of the notice of rights to any non-
English or non-Spanish speaking employee.

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

H.4.2 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.
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 19 of 31

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 RESIDENTS NEW HIRES REQUIREMENTS AND FIRST
SOURCE EMPLOYMENT AGREEMENT (February 2012)

H.5.1 For contracts for services in the amount of $300,000 or more, 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).

H.5.2 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 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 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 Contractor agrees that at least 51% of the new employees hired to perform the Contract
shall be District residents.
H.5.5 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 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 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.

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 20 of 31

H.5.9 Contractor may appeal any decision of the CO pursuant to this clause to the District of
Columbia Contract Appeals Board as provided in the Disputes clause in this Contract.

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

H.6 SUBCONTRACTING REQUIREMENTS

H.6.1 Contractor agrees to make the maximum level of effort to engage SBE/CBE businesses
consistent with efficient contract performance and the spirit of the District’s Small and
Certified Business Enterprise Development and Assistance Act, D.C. Official Code § 2-
218.01 et seq.

H.6.2 Pursuant to the requirements of Section I.8, Contractor may not subcontract without the
prior written consent of the CO. If Contractor subcontracts goods and services,
Contractor shall develop a subcontracting plan specifically utilizing small business
enterprises (SBEs) certified by the District of Columbia Department of Small and Local
Business Development (DSLBD), and/or local certified business enterprises (CBEs).
Such services could include, but are not limited to, legal services, as well as document
review, copying, litigation support, graphic production, document review, document
hosting.

H.6.2.1 The subcontracting plan shall:

A. Identify the specific SBE/CBE business and/or businesses, outline the good and/or
services to be provided by each SBE/CBE business, and identify the stage of
investigation/litigation when the services will be provided (where possible); and
B. An estimated value of the subcontract(s), where possible, including fixed rates.

H.6.3 Each SBE/CBE that has a subcontract with Contractor shall perform at least 35% of its
contracting effort with its own organization and resources.

H.6.4 Contractor shall submit a quarterly report, to the CO, that includes the following
information for each subcontract identified in the subcontracting plan:

A. The price that the prime contractor will pay each subcontractor under the subcontract;
B. A description of the goods procured or the services subcontracted for; and
C. The amount paid by the prime contractor under the subcontract.

H.7 FAIR CRIMINAL RECORD SCREENING

H.7.1 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
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 21 of 31

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.7.2 Prior to making a conditional offer of employment, Contractor shall not require an
applicant for employment, or a person who has requested consideration for employment
by Contractor, to reveal or disclose an arrest or criminal accusation that is not then
pending or did not result in a criminal conviction.

H.7.3 After making a conditional offer of employment, Contractor may require an applicant to
disclose or reveal a criminal conviction.

H.7.4 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.7.5 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.7.6 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 Contractor.

H.8 RESERVED

H.9 AUDITS AND RECORDS

H.9.1 As used in this clause, “records” includes books, documents, accounting procedures and
practices, and other data, regardless of type and regardless of whether such items are in
written form, in the form of computer data, or in any other form.

H.9.2 Examination of Costs. If this is a cost-reimbursement, incentive, time-and-materials,
labor-hour, or price redeterminable contract, or any combination of these, Contractor
shall maintain and the CO, or an authorized representative of the CO, shall have the
right to examine and audit all records and other evidence sufficient to reflect properly
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 22 of 31

all costs claimed to have been incurred or anticipated to be incurred directly or
indirectly in performance of this Contract. This right of examination shall include
inspection at all reasonable times of Contractor’s plants, or parts of them, engaged in
performing the Contract.

H.9.3 Cost or pricing data. If Contractor has been required to submit cost or pricing data in
connection with any pricing action relating to this Contract, the CO, or an authorized
representative of the CO, in order to evaluate the accuracy, completeness, and currency
of the cost or pricing data, shall have the right to examine and audit all of Contractor’s
records, including computations and projections, related to:

a) The proposal for the Contract, subcontract, or modification;
b) The discussions conducted on the proposal(s), including those related to
negotiating;
c) Pricing of the Contract, subcontract, or modification; or
d) Performance of the Contract, subcontract or modification.

H.9.4 Comptroller General

H.9.4.1 The Comptroller General of the United States, or an authorized representative, shall
have access to and the right to examine any of Contractor’s directly pertinent records
involving transactions related to this Contract or a subcontract hereunder.

H.9.4.2 This paragraph may not be construed to require Contractor or subcontractor to create or
maintain any record that Contractor or subcontractor does not maintain in the ordinary
course of business or pursuant to a provision of law.

H.9.5 Reports. If Contractor is required to furnish cost, funding, or performance reports, the
CO or an authorized representative of the CO shall have the right to examine and audit
the supporting records and materials, for the purpose of evaluating:

a) The effectiveness of Contractor’s policies and procedures to produce data
compatible with the objectives of these reports; and
b) the data reported.

H.9.6 Availability. Contractor shall make available at its office at all reasonable times the
records, materials, and other evidence described in clauses H.9.1 through H.9.5, for
examination, audit, or reproduction, until three (3) years after final payment under this
Contract or for any shorter period specified in the solicitation, or for any longer period
required by statute or by other clauses of this Contract. In addition:

a) If this Contract is completely or partially terminated, Contractor shall make
available the records relating to the work terminated until thee (3) years after any
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 23 of 31

resulting final termination settlement; and

b) Contractor shall make available records relating to appeals under the Disputes
clause or to litigation or the settlement of claims arising under or relating to this
Contract until such appeals, litigation, or claims are finally resolved.

H.9.7 Contractor shall insert a clause containing all the terms of this section H.9, in all
subcontracts under this Contract that exceed the small purchase threshold of $100,000,
and:

a) That are cost-reimbursement, incentive, time-and-materials, labor-hour, or price-
redeterminable type or any combination of these;
b) For which cost or pricing data are required; or
c) That require the subcontractor to furnish reports as discussed in H.9.5 of this clause.

H.10 OAG RIGHTS AND RESPONSIBILITIES

H.10.1 The Attorney General shall retain complete control over the course and conduct of the
Matter and shall retain all decision-making authority over the matter, including but not
limited to whether and when to initiate litigation, against whom actions will be taken,
the claims to be brought in litigation, approval and rejection of all settlement offers, the
scope and nature of any injunctive relief, and the amount and type of any restitution,
damages and/or penalties to be sought.

H.10.2 The Attorney General may designate a Government Attorney and other staff members to
oversee and assist Contractor with this investigation and litigation. The identity and
responsibilities of such personnel so assigned shall be determined solely by the Attorney
General or his designee.

H.10.3 A Government Attorney with supervisory authority for the case shall participate in all
significant litigation matters and settlement conferences.

H.10.4 All substantive pleadings, motions, briefs, formal documents, and agreements must bear
the signature of the Attorney General or his designee.

H.10.5 All settlement decisions shall be made exclusively at the discretion of the Attorney
General or his designee.

H.10.6 The OAG will provide Contractor with conference room space for meetings and/or
depositions as needed in Washington, D.C. throughout this Contract.

H.11 RECRODS RETENTION

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 24 of 31

H.11.1 Contractor shall maintain detailed, current billing records for all costs and expenses.
Contractor shall retain and make available all billing records related to the services
provided under this Contract for a minimum of twelve (12) years from the expiration
or termination of the Contract or the resolution of any appeal, whichever occurs later.

H.11.2 Contractor shall preserve and make available to OAG all records related to the Matter
for a minimum of twelve (12) years from the date of final settlement or until the
litigation is completed, including the resolution of any appeal, whichever occurs later.

(a) If this Contract is completely or partially terminated, Contractor shall make
available the records relating to the work terminated for twelve (12) years after
any resulting final termination settlement; and
(b) Contractor shall make available records relating to appeals under the Disputes
Clause or to litigation or the settlement of claims arising under or relating to this
Contract until such appeals, litigation, or claims are finally resolved.

H.12 ETHICAL OBLIGATIONS AND LEGAL CONFLICTS OF INTEREST

H.12.1 An attorney-client relationship will exist between the District and any attorney who
performs work under the Contract, as well as between the District and the firm of any
attorney who performs work under the Contract. The D.C. Rules of Professional
Conduct (RPC) and the ethical rules of any other jurisdiction in which work is
performed are binding on Contractor. The parties agree that the District may have a
contractual cause of action based on violation of such rules, in addition to any other
remedies available.

H.12.2 In addition to the prohibitions contained in the RPC and the ethical rules of any other
jurisdiction in which work is performed, Contractor agrees that it shall recognize that
in the performance of the Contract it may receive certain information submitted to the
District government on a proprietary basis by third parties, information which relates
to potential or actual claims against the District government, or information which
relates to matters in dispute or litigation. Unless the District consents to a particular
disclosure, Contractor shall use such information exclusively in the performance of
the Contract and shall forever hold inviolate and protect from disclosure all such
information, except disclosures required by applicable law or court order. Contractor
also agrees that, to the extent it is permitted to disclose such information, it will make
such disclosures only to those individuals who need to know such information in
order to perform required tasks in their official capacity and will restrict access to
such information to such individuals.

H.12.3 Before any contractor can be retained to perform legal services under the Contract, on
behalf of the District government, the Attorney General for the District of Columbia
must review and waive all actual or potential direct and indirect conflicts of interest
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 25 of 31

pursuant to RPC 1.6, 1.7, 1.8, 1.9 and 1.10. Contractor shall provide the Attorney
General with the following: (1) a written statement that there exists no Rule 1.7(a)
direct conflict of interest regarding the work to be performed under the Contract; (2) a
written description of all actual or potential conflicts of interest regarding the work to
be performed under the Contract that require waiver pursuant to Rule 1.7(b) because
Contractor represents another client in a matter adverse to any of the following: (i) the
District government agency or instrumentality to be represented under the Contract;
(ii) the District government as a whole; or (iii) any other agency or instrumentality of
the District government (for this purpose, under D.C. Bar Legal Ethics Committee
Opinion No. 268, a representation of a private client against a discrete government
agency or instrumentality can have government-wide implications and thus constitute
a representation adverse to the government as a whole pursuant to the RPC); and (3) a
written description of all representations of clients who are or will be adverse to the
District government with regard to the work to be performed under the Contract,
whether or not such representations are related to the matter for which the work is to
be performed under the Contract.

H.12.4 The Attorney General generally does not grant prospective conflict of interest
waivers, except in certain pro bono matters. Thus, in addition to the prohibitions
contained in the RPC and the ethical rules of any other jurisdiction in which work is
performed under the Contract, without the consent of the Attorney General,
Contractor shall not represent any party other than the District in any disputes,
negotiations, proceedings or litigation adverse to any agency or instrumentality of the
District government or the District government as a whole, including, but not limited
to, matters related to the work to be performed under the Contract. Contractor shall
notify the Attorney General immediately, in writing, of any potential conflicts of
interest (as defined in the RPC) that arise during the period that Contractor is
performing work under the Contract. The Attorney General makes every attempt to
be reasonable in deciding whether or not to consent to a conflict of interest and
usually makes this decision promptly after receiving notice and sufficient information
regarding the conflict. If the Attorney General does not waive a conflict of interest,
Contractor shall undertake immediate action to eliminate the source of any such
conflict of interest.

H.12.5 Before any contractor can be retained pursuant to the Contract, the Attorney General
for the District of Columbia must review all actual, direct and potential conflicts of
interest on behalf of the District government in light of D.C. Bar Rules of
Professional Conduct (“RPC”) 1.6, 1.7, 1.8, 1.9 and 1.10. Contractor shall provide
the Attorney General with written notice of all actual or potential direct and indirect
conflicts of interest in which Contractor represents (or may represent) another client
with interests adverse to the District government agency to be represented as well as
against the District government as a whole. For this purpose, under D.C. Bar Legal
Ethics Committee Opinion No. 268, (http://app.ocp.dc.gov/pdf/DCEB-2018-R-
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 26 of 31

0001__ATTT2.pdf), a representation of a private client against a discrete government
agency can have government-wide implications and thus qualify under the RPC as
being against the government as a whole, including the individual agency that the
private firm represents. In that situation, the private firm would be required to notify
the Attorney General of the existence of a conflict under RPC 1.7 and obtain consent
to such representation and waiver of the conflict. The Attorney General makes every
attempt to be reasonable in deciding whether or not to consent to a conflict and
usually makes this decision promptly after receiving notice of the conflict.

SECTION I: CONTRACT CLAUSES

I.1 APPLICABILITY OF STANDARD CONTRACT PROVISIONS

Except to the extent modified, supplemented or superseded by the Contract, the Standard
Contract Provisions for Use with District of Columbia Government Supplies and Services
Contracts dated July 2010 (“Standard Contract Provisions”) apply to the Contract. The
Standard Contract Provisions are available at http://ocp.dc.gov, under “Required Solicitation
Documents.”

I.2 RESERVED

I.3 INSURANCE (October 2024)

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 to commencing 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 accepted 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 be effected using the
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 27 of 31

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 it’s equivalent) to
The Government of the District of Columbia
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 28 of 31

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

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.

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
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 29 of 31

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, include Form CA 99 48 03 06 Pollution Liability -
Broadened Coverage for Covered Autos - Business Auto, Motor
Carrier and Truckers (or it’s equivalent)

3. 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)
c) Where applicable, include Jones Act Coverage for seamen or
crew members on an “if any” basis.

4. 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
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 30 of 31

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.

5. 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 $5,000,000 per claim or per occurrence for each wrongful act
and $5,000,000 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.

6. 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 $5,000,000 per
occurrence and $5,000,000 in the annual aggregate, following the form
and in excess of all liability policies. All liability coverages 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.

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
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 31 of 31

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. Contractor 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.

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 of 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
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 32 of 31

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 Contractor at least 30 days’ notice of the change.
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. Contractor must also provide us with evidence of
renewal before the expiration date of each insurance policy. 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:
Gena Johnson
Office of the Attorney General
400 6th Street, NW
Washington, DC 20001
Gena.johnson@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 Columbia may disclose the name and
Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 33 of 31

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, the 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.4 CONFIDENTIALITY OF INFORMATION

Contractor shall keep all information relating to the Matter 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.5 SUBCONTRACTS

Contractor shall not subcontract any of 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 Contractor. Any such
subcontract shall specify that Contractor and the subcontractor shall be subject to every
provision of this Contract. Notwithstanding any such subcontract approved by the
District, Contractor shall remain liable to the District for all Contractor's work and
services required hereunder.

I.6 EQUAL EMPLOYMENT OPPORTUNITY

Contractor shall satisfy equal employment opportunity requirements and maintain
compliance with the District of Columbia Administrative Issuance System, Mayor’s Order
85-85 dated June 10, 1985.

Contract DCCB-2025-F-0003
Outside Legal Counsel
Page 34 of 31

I.7 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) Supplemental Contract Provisions to Standard Contract Provisions
(4) Standard Contract Provisions
(5) Contract attachments other than the Standard Contract Provisions
(6) The Letter Contract dated October 21, 2024

SECTION J: LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
The following attachments are incorporated into this Contract by reference or by attachment. If
incorporated by reference, they may be found at https://ocp.dc.gov/node/599822.

Attachment
Number Document
J.1

Government of the District of Columbia Standard Contract Provisions
for Use with Supplies and Services Contracts dated July 2010 (SCPs)
J.2 Supplemental Contract Provisions to SCPs
J.3 Living Wage Act of 2006 - Living Wage Notice
J.4 Living Wage Act of 2006 - Living Wage Fact Sheet
J.5 Identification of Targets (Confidential)

1

SUPPLEMENTAL CONTRACT PROVISIONS

TO

STANDARD CONTRACT PROVISIONS FOR USE
WITH DISTRICT OF COLUMBIA GOVERNMENT
SUPPLIES AND SERVICES CONTRACT DATED
JULY 2010

2
1. THE QUICK PAYMENT ACT

The following clause supersedes SCP Article 30, The Quick Payment Act.

(a) Interest Penalties to Contractors.

The District will pay interest penalties pursuant to the Quick Payment Act, D.C. Code § 2-221.01 et seq.
on amounts due to the Contractor.
(b) Payments to Subcontractors.

(1) The Contractor shall comply with the Quick Payment Act with regard to any amount paid to
the Contractor by the District for work performed by any subcontractor under the contract.

(2) A dispute between the Contractor and a subcontractor relating to the amount 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.

2. RIGHTS IN DATA

The following clause supersedes SCP Article 42, Rights in Data.

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, system and user documentation, reports, drawings); g) third
party software; h) modifications, customizations, custom programs, program listings,
programming tools, data, 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.
3
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
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
4
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.

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.

3. DISPUTES

The following clause supersedes SCP Article 14, Disputes.

14. Disputes
All disputes arising under or relating to the contract shall be resolved as provided herein.
(a) Claims by the Contractor against the District: Claim, as used in paragraph (a) of
this clause, means a written assertion by the Contractor seeking, as a matter of right,
the payment of money in a sum certain, the adjustment or interpretation of contract
terms, or other relief arising under or relating to the contract. A claim arising under a
contract, unlike a claim relating to that contract, is a claim that can be resolved under
a contract clause that provides for the relief sought by the claimant

(1) All claims by a Contractor against the District arising under or relating to a contract shall
be in writing and shall be submitted to the CO for a decision. The Contractor’s claim
shall contain at least the following:
5
(i) A description of the claim and the amount in dispute;
(ii) Data or other information in support of the claim;
(iii) A brief description of the Contractor’s efforts to resolve the dispute prior to filing
the claim; and
(iii)The Contractor’s request for relief or other action by the CO.

(2) The CO may meet with the Contractor in a further attempt to resolve the claim by
agreement.

(3) The CO shall issue a decision on any claim within 120 calendar days after receipt of the
claim. Whenever possible, the CO shall take into account factors such as the size and
complexity of the claim and the adequacy of the information in support of the claim
provided by the Contractor.

(4) The CO’s written decision shall do the following:

(i) Provide a description of the claim or dispute;
(ii) Refer to the pertinent contract terms;
(iii) State the factual areas of agreement and disagreement;
(iv) State the reasons for the decision, including any specific findings of
fact, although specific findings of fact are not required and, if made,
shall not be binding in any subsequent proceeding;
(v) If all or any part of the claim is determined to be valid, determine the
amount of monetary settlement, the contract adjustment to be made,
or other relief to be granted;
(vi) Indicate that the written document is the CO’s final decision; and
(vii) Inform the Contractor of the right to seek further redress by appealing
the decision to the Contract Appeals Board.

(5) Failure by the CO to issue a decision on a contract claim within 120 days of receipt of
the claim will be deemed to be a denial of the claim, and will authorize the
commencement of an appeal to the Contract Appeals Board as provided by D.C. Official
Code § 2-360.04.

(6) If a contractor is unable to support any part of its claim and it is determined that
the inability is attributable to a material misrepresentation of fact or fraud on the
part of the Contractor, the Contractor shall be liable to the District for an amount
equal to the unsupported part of the claim in addition to all costs to the District
attributable to the cost of reviewing that part of the Contractor’s claim. Liability
under this paragraph (a)(6) shall be determined within six (6) years of the
commission of the misrepresentation of fact or fraud.

(7) Pending final decision of an appeal, action, or final settlement, the Contractor shall
proceed diligently with performance of the contract in accordance with the decision of
the CO.

(b) Claims by the District against the Contractor: Claim as used in paragraph (b) of
this clause, means a written demand or written assertion by the District seeking, as a
matter of right, the payment of money in a sum certain, the adjustment of contract
6
terms, or other relief arising under or relating to the contract. A claim arising under a
contract, unlike a claim relating to that contract, is a claim that can be resolved under
a contract clause that provides for the relief sought by the claimant.

(1) The CO shall decide all claims by the District against a contractor arising under or
relating to a contract.

(2) The CO shall send written notice of the claim to the contractor. The CO’s written
decision shall do the following:

(i) Provide a description of the claim or dispute;
(ii) Refer to the pertinent contract terms;
(iii) State the factual areas of agreement and disagreement;
(iv) State the reasons for the decision, including any specific findings of
fact, although specific findings of fact are not required and, if made,
shall not be binding in any subsequent proceeding;
(v) If all or any part of the claim is determined to be valid, determine the amount
of monetary settlement, the contract adjustment to be made, or other relief to
be granted;
(vi) Indicate that the written document is the CO’s final decision; and
(vii) Inform the Contractor of the right to seek further redress by appealing
the decision to the Contract Appeals Board.

(3) The CO shall support the decision by reasons and shall inform the
Contractor of its rights as provided herein.

(4) Before or after issuing the decision, the CO may meet with the Contractor to
attempt to resolve the claim by agreement.

(5) The authority contained in this paragraph (b) shall not apply to a claim or
dispute for penalties or forfeitures prescribed by statute or regulation which
another District agency is specifically authorized to administer, settle or
determine.

(6) This paragraph shall not authorize the CO to settle, compromise, pay, or
otherwise adjust any claim involving fraud.

(c) Decisions of the CO shall be final and not subject to review unless the Contractor timely
commences an administrative appeal for review of the decision, by filing a complaint
with the Contract Appeals Board, as authorized by D.C. Official Code § 2-360.04.

(d) Pending final decision of an appeal, action, or final settlement, the Contractor
shall proceed diligently with performance of the contract in accordance with the
decision of the CO.

4. CHANGES

The following clause supersedes SCP Article 15, Changes.
7
15. Changes:

(a) The CO may, at any time, by written order, and without notice to the surety, if any,
make changes in the contract within the general scope hereof. If such change causes an
increase or decrease in the cost of performance of the contract, or in the time required
for performance, an equitable adjustment shall be made. Any claim for adjustment for a
change within the general scope must be asserted within ten (10) days from the date the
change is ordered; provided, however, that the CO, if he or she determines that the facts
justify such action, may receive, consider, and adjust any such claim asserted at any
time prior to the date of final settlement of the contract. If the parties fail to agree upon
the adjustment to be made, the dispute shall be determined as provided in clause 14
Disputes.

(b) The District shall not require the Contractor, and the Contractor shall not require a
subcontractor, to undertake any work that is beyond the original scope of the contract or
subcontract, including work under a District-issued change order, when the additional
work increases the contract price beyond the not-to-exceed price or negotiated maximum
price of the contract, unless the CO:

(1) Agrees with the Contractor, and if applicable the subcontractor, on a price for the
additional work;
(2) Obtains a certification of funding to pay for the additional work;
(3) Makes a written, binding commitment with the Contractor to pay for the
additional work within thirty (30) days after the Contractor submits a proper
invoice; and
(4) Provides the Contractor with written notice of the funding certification.

(c) The Contractor shall include in its subcontracts a clause that requires the Contractor to:

(1) Within five (5) business days of its receipt of notice of the approved additional
funding, provide the subcontractor with notice of the amount to be paid to the
subcontractor for the additional work to be performed by the subcontractor;
(2) Pay the subcontractor any undisputed amount to which the subcontractor is
entitled for the additional work within ten (10) days of receipt of payment from
the District; and
(3) Notify the subcontractor and CO in writing of the reason(s) the Contractor
withholds any payment from a subcontractor for the additional work.

(d) Neither the District, Contractor, nor any subcontractor may declare another party to be in
default, or assess, claim, or pursue damages for delays until the parties agree on a price
for the additional work.

5. NON-DISCRIMINATION CLAUSE

The following clause supersedes SCP Article 19, Non-Discrimination Clause.
8
19. Non-Discrimination Clause:

(a) The Contractor shall not discriminate in any manner against any employee or applicant for
employment that would constitute a violation of the District of Columbia Human Rights Act,
effective December 13, 1977, as amended (D.C. Law 2-38; D.C. Official Code § 2-1401.01 et seq.)
(“Act”, as used in this clause). The Contractor shall include a similar clause in all subcontracts,
except subcontracts for standard commercial supplies or raw materials. In addition, the Contractor
agrees, and any subcontractor shall agree, to post in conspicuous places, available to employees and
applicants for employment, a notice setting forth the provisions of this non-discrimination clause as
provided in section 251 of the Act.

(a) Pursuant to Mayor’s Order 85-85, (6/10/85), Mayor’s Order 2002-175 (10/23/02), Mayor’s Order
2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter 11 of Title 4 of the D.C.
Municipal Regulations, the following clauses apply to the contract:

(1) The Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived: race, color, religion, national origin,
sex, age, marital status, personal appearance, sexual orientation, gender identity or
expression, family responsibilities, genetic information, disability, matriculation,
political affiliation, or credit information. Sexual harassment is a form of sex
discrimination which is prohibited by the Act. In addition, harassment based on
any of the above protected categories is prohibited by the Act.

(2) The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to
their actual or perceived: race, color, religion, national origin, sex, age, marital
status, personal appearance, sexual orientation, gender identity or expression,
family responsibilities, genetic information, disability, matriculation, political
affiliation, or credit information. The affirmative action shall include, but not be
limited to the following:

(a) employment, upgrading or transfer;
(b) recruitment, or recruitment advertising;
(c) demotion, layoff or termination;
(d) rates of pay, or other forms of compensation; and
(e) selection for training and apprenticeship.

(3) The Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting agency,
setting forth the provisions in paragraphs 19(b)(1) and (b)(2) concerning non-
discrimination and affirmative action.

(4) The Contractor shall, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment pursuant to the non-discrimination requirements set
forth in paragraph 19(b)(2).

(5) The Contractor agrees to send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the contracting agency, advising the
said labor union or workers’ representative of that contractor’s commitments
under this nondiscrimination clause and the Act, and shall post copies of the
notice in conspicuous places available to employees and applicants for
employment.
9
(6) The Contractor agrees to permit access to its books, records, and accounts
pertaining to its employment practices, by the Chief Procurement Officer or
designee, or the Director of the Office of Human Rights or designee, for purposes
of investigation to ascertain compliance with the Act, and to require under terms
of any subcontractor agreement each subcontractor to permit access of such
subcontractors’ books, records, and accounts for such purposes.

(7) The Contractor agrees to comply with the provisions of the Act and with all
guidelines for equal employment opportunity applicable in the District adopted by
the Director of the Office of Human Rights, or any authorized official.

(8) The Contractor shall include in every subcontract the equal opportunity clauses,
i.e., paragraphs 19(b)(1) through (b)(9) of this clause, so that such provisions shall
be binding upon each subcontractor.

(9) The Contractor shall take such action with respect to any subcontract as the CO
may direct as a means of enforcing these provisions, including sanctions for
noncompliance; provided, however, that in the event the Contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a
result of such direction by the contracting agency, the Contractor may request the
District to enter into such litigation to protect the interest of the District.

6. COST AND PRICING DATA

Article 25, Cost and Pricing Data, is not applicable.

July2010
aa
Bae
GOVERNMENT OF THE DISTRICT OF COLUMBIA
STANDARD CONTRACT PROVISIONS
FOR USE WITH
ON-LINE SOLICITATIONS AND PURCHASE ORDERS ONLY
DISTRICT OF COLUMBIA GOVERNMENT
SUPPLIES AND SERVICES CONTRACTS
July2010
SCP.1

July2010
STANDARD CONTRACT PROVISIONS
(FOR USE WITH ON-LINE SOLICITATIONS ONLY)
1. Covenant Against itFees:
TheContractorwarrantsthatnopersonorsellingagencyhasbeenemployedorretainedtosolicitor
securethecontractuponanagreementorunderstandingforacommission,percentage,brokerage,or
contingentfee,exceptingbonafideemployeesorbonafideestablishedcommercialorselling
agenciesmaintainedbytheContractorforthepurposeofsecuringbusiness.Forbreachorviolation
ofthiswarranty,theDistrictwillhavetherighttoterminatethecontractwithoutliabilityorinits
discretionto deductfrom thecontractpriceor considerationor otherwiserecoverthefullamount of
thecommission,percentage,brokerage,orcontingentfee.
2. Shippii structions~Consignment:
UnlessotherwisespecifiedintheInvitationforBids/RequestforProposals,eachcase,crate,barrel,package,etc.,deliveredunderthiscontractmustbeplainlystencilmarkedorsecurely
tagged,statingtheContractor’sname,contractnumberanddeliveryaddressasnotedinthecontract.Incaseofcarloadlots,theContractorshalltagthecar,statingContractor’snameandcontractnumber.AnyfailuretocomplywiththeseinstructionswillplacethematerialattheContractor’srisk.Deliveriesbyrail,water,truckorotherwise,mustbewithintheworkinghoursandinampletimetoallowforunloadingandifnecessary,thestoringofthematerialsorsupplies
beforeclosingtime.Deliveriesatanyothertimewillnotbeacceptedunlessspecificarrangementshavebeenpreviouslymadewiththecontactpersonidentifiedinthecontractatthedeliverypoint.
3. Patents:
TheContractorshallholdandsavetheDistrict,itsofficers,agents,servants,andemployeesharmlessfromliabilityofanynatureorkind,includingcosts,expenses,fororonaccountofanypatentedorunpatentedinvention,article,process,orappliance,manufacturedorusedintheperformanceofthiscontract,includingtheirusebytheDistrict,unlessotherwisespecificallystipulatedinthecontract.
4.Quality:
Contractor’sworkmanshipshallbeofthehighestgrade,andallmaterialsprovidedunderthis,contractshallbenew,ofthebestqualityandgrade,andsuitableineveryrespectforthepurposeintended,
5. InspectionOf Supplies:
(a) “Supplies”asusedinthisclause,includes,butisnotlimitedtorawmaterials,components,intermediateassemblies,endproducts,andlotsofsupplies.
(6) TheContractorshallberesponsibleforthematerialsorsuppliescoveredbythiscontractuntiltheyaredeliveredatthedesignatedpoint,buttheContractorshallbearallriskonrejectedmaterialsorsuppliesafternotificationofrejection.UpontheContractor'sfailuretocurewithinten(10)daysafterdateofnotification,theDistrictmayreturntherejectedmaterialsorsuppliestotheContractorattheContractor'sriskandexpense.
‘SCP.2
July2010
©
@)
©
@
@®
(h)

‘TheContractorshallprovideandmaintainaninspectionsystemacceptabletotheDistrict
coveringsuppliesunderthiscontractandshalltendertotheDistrictforacceptanceonly
suppliesthathavebeeninspectedinaccordancewiththeinspectionsystemandhavebeen
found by theContractortobe inconformitywith contractrequirements.As partof the
‘system,theContractorshallpreparerecordsevidencingallinspectionsmade underthe
systemand theoutcome. These recordsshallbe keptcompleteand made availableto the
Districtduringcontractperformanceandforaslongafterwardsasthecontractrequires.
TheDistrictmayperformreviewsandevaluationsasreasonablynecessarytoascertain
compliancewiththisparagraph.Thesereviewsandevaluationsshallbeconductedina
mannerthat willnotundulydelaythecontractwork.The rightofreview,whetherexercised
or not,does not relievetheContractorofthe obligationsunder thiscontract.
TheDistricthastherighttoinspectandtestallsuppliescalledforbythecontract,totheextentpracticable,atallplacesandtimes,includingtheperiodofmanufacture,andinanyeventbeforeacceptance.TheDistrictwillperforminspectionsandtestsinamannerthatwillnotundulydelaythework.TheDistrictassumesnocontractualobligationtoperformanyinspectionandtestforthebenefitoftheContractorunlessspecificallysetforthelsewhereinthecontract.
IftheDistrictperformsinspectionortestonthepremisesoftheContractororsubcontractor,theContractorshallfurnish,andshallrequiresubcontractorstofurnish,withoutadditionalcharge,allreasonablefacilitiesandassistanceforthesafeandconvenientperformanceoftheseduties.Exceptasotherwiseprovidedinthecontract,theDistrictwillbeartheexpenseofDistrictinspectionsortestsmadeatotherthanContractor’sorsubcontractor’spremises;provided,thatincaseofrejection,theDistrictwillnotbeliableforanyreductioninthevalueofinspectionortestsamples.
(1)WhensuppliesarenotreadyatthetimespecifiedbytheContractorfor
inspectionor test,theContractingOfficermay chargetotheContractorthe
additionalcostof inspectionor test.
(2)ContractingOfficermayalsochargetheContractorforanyadditionalcostofinspectionortestwhenpriorrejectionmakesre-inspectionorretest

TheDistricthastherighteithertorejectortorequirecorrectionofnonconformingsupplies.Suppliesarenonconformingwhentheyaredefectiveinmaterialorworkmanshiporotherwisenotinconformitywithcontractrequirements.TheDistrictmayrejectnonconformingsupplieswithorwithoutdispositioninstructions.
‘TheContractorshallremovesuppliesrejectedorrequiredtobecorrected.However,theContractingOfficermayrequireorpermitcorrectioninplace,promptlyafternotice,byandattheexpenseoftheContractor.TheContractorshallnottenderforacceptancecorrectedorrejectedsupplieswithoutdisclosingtheformerrejectionor
requirementforcorrection,andwhenrequired,shalldisclosethecorrectiveactiontaken.
IftheContractorfailstoremove,replace,orcorrectrejectedsuppliesthatarerequiredtobereplacedorcorrectedwithinten(10)days,theDistrictmayeither(1)bycontractorotherwise,remove,replaceorcorrectthesuppliesandchargethecosttotheContractoror(2)terminatethecontractfordefault.UnlesstheContractor
SCP.3
July2010
@
oO
©
a
(m)

correctsorreplacesthesupplieswithinthedeliveryschedule,theContractingOfficermayrequiretheirdeliveryandmakeanequitablepricereduction.Failureto
agreetoapricereductionshallbeadispute.
IfthiscontractprovidesfortheperformanceofDistrictqualityassuranceatsource,andifrequestedbytheDistrict,theContractorshallfurnishadvancenotificationofthetime(j)whenContractorinspectionortestswillbeperformedinaccordancewiththetermsandconditionsofthecontract,and(ii)whenthesupplieswillbe
readyforDistrictinspection.
The Districtrequestshallspecifythe period and method of the advance notificationand the
Districtrepresentativetowhomitshallbefurnished.Requestsshallnotrequiremorethan2businessdaysof advance notificationif the Districtrepresentativeisinresidence inthe
Contractor’splant,nor more than 7 businessdays in other instances.
TheDistrictwillacceptorrejectsuppliesaspromptlyaspracticableafterdelivery,unlessotherwiseprovidedinthecontract.Districtfailuretoinspectandacceptor
rejectthesuppliesshallnotrelievetheContractorfromresponsibility,norimposeliabilityupontheDistrict,fornon-conformingsupplies.
InspectionsandtestsbytheDistrictdonotrelievetheContractorofresponsibilityfordefectsorotherfailurestomeetcontractrequirementsdiscoveredbeforeacceptance.Acceptanceshallbeconclusive,exceptforlatentdefects,fraud,grossmistakesamountingtofraud,orasotherwiseprovidedinthecontract.

Ifacceptanceisnotconclusiveforanyofthereasonsinsubparagraph5(1)hereof,the
District,inadditiontoanyotherrightsandremediesprovidedbylaw,orunderprovisions
ofthiscontract,shallhavetherighttorequiretheContractor(1)atnoincreaseincontract
price,tocorrectorreplacethedefectiveornonconformingsuppliesattheoriginalpointof
deliveryor attheContractor'splantattheContractingOfficer'selection,and inaccordance
withareasonabledeliveryscheduleasmaybeagreeduponbetweentheContractorandthe
ContractingOfficer;provided,thattheContractingOfficermayrequireareductionin
contractpriceiftheContractorfailstomeetsuchdeliveryschedule,or(2)withina
reasonabletime afterreceiptby theContractorof noticeof defectsor noncompliance,to
repaysuchportionofthecontractasisequitableunderthecircumstancesiftheContracting
Officerelectsnottorequirecorrectionorreplacement.Whensuppliesarereturnedtothe
Contractor,theContractorshallbearthetransportationcostfromtheoriginalpointofdeliverytotheContractor'splantandretumtotheoriginalpointwhenthatpointisnotthe
Contractor’splant.IftheContractorfailstoperformoractasrequiredin(m)(1)or(m)(2)
aboveanddoesnotcuresuchfailurewithinaperiodof10days(orsuchlongerperiodas
theContractingOfficermayauthorizeinwriting)afterreceiptofnoticefromthe
ContractingOfficerspecifyingsuchfailure,theDistrictwillhavetherighttoreturnthe
rejectedmaterialsatContractor’sriskandexpenseorcontractorotherwisetoreplaceor
correctsuchsuppliesandchargetotheContractorthecostoccasionedtheDistrictthereby.
6. InspectionOf Services:
@
))
“Services”as used inthisclauseincludesservicesperformed,workmanship, and
materialfurnishedorutilizedintheperformanceofservices.
The Contractorshallprovideand maintainan inspectionsystem acceptabletothe
Districtcoveringtheservicesunderthiscontract.Completerecordsofallinspection
SCP.4

July2010
workperformedbytheContractorshallbemaintainedandmadeavailabletotheDistrictduringcontractperformanceandforaslongafterwardsasthecontractrequires.
(©) TheDistricthastherighttoinspectandtestallservicescalledforbythecontract,totheextentpracticableatalltimesandplacesduringthetermofthecontract.The
Districtwillperforminspectionsandtestsinamannerthatwillnotundulydelaythework.
(@ IftheDistrictperformsinspectionsortestsonthepremisesoftheContractororsubcontractor,theContractorshallfurnish,withoutadditionalcharge,allreasonablefacilitiesandassistanceforthesafetyandconvenientperformanceoftheseduties.
(e)_ Ifany of theservicesdo not conform tothecontractrequirements,theDistrictmay
requiretheContractortoperform theseservicesagaininconformitywithcontract
requirements,atno increaseincontractamount.When thedefectsinservicescannot
becorrectedbyperformance,theDistrictmayrequiretheContractortotake
necessaryactiontoensurethatfutureperformanceconforms tocontract
requirementsand reducethecontractpricetoreflectvalueof servicesperformed.
(6) IftheContractorfailstopromptlyperformtheservicesagainortakethenecessary
actiontoensurefutureperformanceinconformitytocontractrequirements,the
Districtmay(1)bycontractorotherwise,performtheservicesandchargethe
Contractorany costincurredby theDistrictthatisdirectlyrelatedtotheperformance
ofsuchservices,or(2)terminatethecontractfordefault.

Thewaiverofanybreachofthecontractwillnotconstituteawaiverofanysubsequentbreachthereof,orawaiverofthecontract.
8. Def E
(a) TheDistrictmay,subjecttotheprovisionsofparagraph8(c)below,bywritten
noticeof defaulttotheContractor,terminatethewhole or any partof thiscontract
inany oneofthe followingcircumstances:
(1) IftheContractorfailstomakedeliveryofthesuppliesortoperformtheserviceswithinthetimespecifiedhereinoranyextensionthereof;or
(2) IftheContractorfailstoperformanyoftheotherprovisionsofthiscontract,
or so failstomake progressas toendangerperformanceof thiscontractin
accordancewith itsterms,and ineitherofthesetwo circumstancesdoes not
curesuchfailurewithinaperiodoften(10)days(orsuchlongerperiodasthe
ContractingOfficermayauthorizeinwriting)afterreceiptofnoticefromthe
ContractingOfficerspecifyingsuch failure.

(b) _ IntheeventtheDistrictterminatesthiscontractin whole or inpartas providedin
paragraph(a)ofthisclause,theDistrictmayprocure,uponsuchtermsandinsuch
mannerastheContractingOfficermay deeinappropriate,suppliesorservicesit
tothoseso terminated,and theContractorshallbe liabletotheDistrictforany
excesscostsforsitnilarsuppliesor services;provided,thattheContractorshall

SCP.5
July2010
©
@
©
®

continuetheperformanceof thiscontracttotheextentnotterminatedunderthe
provisionsofthisclause.
Except withrespectto defaultsof subcontractors,theContractorshallnotbe liable
foranyexcesscostsifthefailuretoperformthecontractarisesoutofcausesbeyond
thecontrolandwithoutthefaultornegligenceof theContractor.Suchcausesmay
include,butarenot restrictedto,actsof God orof the publicenemy, actsof the
Districtorfederalgovernmentineithertheirsovereignorcontractualcapacity,fires,
floods,epidemics,quarantinerestrictions,strikes,freightembargoes,andunusually
severeweather;butineverycasethefailuretoperformmustbebeyondthecontrol
and withoutfaultor negligenceof the Contractor.Ifthe failuretoperformiscaused
by thedefaultofthesubcontractor,and ifsuchdefaultarisesoutofcausesbeyond
thecontrolofboththeContractorandthesubcontractor,andwithoutthefaultor
negligenceof eitherof them,theContractorshallnot be liableforany excesscost
forfailureto perform,unlessthesuppliesor servicestobe furnishedby the
subcontractorwereobtainablefromothersourcesinsufficienttimetopermitthe
Contractortomeet therequireddeliveryschedule.
Ifthiscontractisterminatedasprovidedinparagraph8(a)ofthisclause,the
District,inadditiontoanyotherrightsprovidedinthisclause,mayrequirethe
ContractortotransfertitleanddelivertotheDistrict,inthemannerandtotheextent
directedbytheCO,(i)completedsupplies,and(ii)suchpartiallycompleted
suppliesandmaterials,parts,tools,dies,jigs,fixturesplans,drawinginformation,
andcontractrights(hereinaftercalled“manufacturingmaterials”)astheContractor
hasspecificallyproducedorspecificallyacquiredfortheperformanceofsuchpartofthiscontractashasbeenterminated;andtheContractorshall,upon directionof
theCO,protectandpreservepropertyinpossessionoftheContractorinwhichthe
Districthasaninterest.Paymentforcompletedsuppliesdeliveredtoandaccepted
by theDistrictwillbe atthecontractprice.Payment formanufacturingmaterials
deliveredtoandacceptedbytheDistrictwillbeatthecontractprice.Paymentfor
manufacturingmaterialsdeliveredtoandacceptedbytheDistrictandforthe
protectionandpreservationofpropertyshallbeinanamountagreeduponbythe
Contractorand CO; failuretoagreetosuch amount shallbe a disputeconcerninga
questionof factwithinthemeaningof the clauseof this contractentitled
“Disputes”.The Districtmay withholdfrom amounts otherwisedue theContractor
forsuchcompletedsuppliesormanufacturingmaterialssuchsumastheCOdeterminestobe necessarytoprotecttheDistrictagainstlossbecauseofoutstanding
liensorclaimsof former lienholders.
If,afternoticeof terminationof this contractunder theprovisionsof this clause,itis
determinedforany reasonthattheContractorwas not indefaultunder the
provisionsof thisclause,or thatthedefaultwas excusableunder theprovisionsof
thisclause,therightsand obligationsofthepartiesshall,ifthecontractcontainsa
clauseprovidingforterminationof convenienceofthe District,be thesame as ifthe
noticeofterminationhadbeenissuedpursuanttosuchclause.Seeclause16
Termination forConvenience of the District.
‘TherightsandremediesoftheDistrictprovidedinthisclauseshallnotbeexclusive
and areinadditiontoany otherrightsand remediesprovidedby law or under this
contract.
SCP.6

July2010
(g)_ Asusedinparagraph8(c)ofthisclause,theterms“subcontractor(s)meanssubcontractor(s)atanytier.
9. Indemnification:
The Contractoragreestodefend,indemnifyand holdharmlesstheDistrict,itsofficers,agencies,
departments,agents,andemployees(collectivelythe“District”)fromandagainstanyandall
claims,losses,liabilities,penalties,fines,forfeitures,demands, causesof action,suits,costsand
expensesincidentalthereto(includingcostofdefenseandattorneys’fees),resultingfrom,arising
outof,orinanywayconnectedtoactivitiesorworkperformedbytheContractor,Contractor's
officers,employees,agents,servants,subcontractors,or any otherpersonactingforor by
permissionoftheContractorinperformanceofthisContract.The Contractorassumesallrisks
fordirectandindirectdamageorinjurytothepropertyorpersonsusedoremployedin
performanceofthisContract.TheContractorshallalsorepairorreplaceanyDistrictproperty
thatisdamaged by theContractor,Contractor'sofficers,employees,agents,servants,
subcontractors,oranyotherpersonactingfororbypermissionoftheContractorwhile
performingworkhereunder.
Theindemnificationobligationunderthissectionshallnotbelimitedbytheexistenceofanyinsurancepolicyorbyanylimitationontheamountortypeofdamages,compensationorbenefitspayablebyorforContractororanysubcontractor,andshallsurvivetheterminationofthisContract.‘TheDistrictagreestogiveContractorwrittennoticeofanyclaimofindemnityunderthissection.Additionally,Contractorshallhavetherightandsoleauthoritytocontrolthedefenseorsettlementofsuchclaim,providedthatnocontributionoractionbytheDistrictisrequiredinconnectionwiththesettlement.MoniesdueortobecomeduetheContractorunderthecontractmayberetainedbytheDistrictasnecessarytosatisfyanyoutstandingclaimwhichtheDistrictmayhaveagainsttheContractor.
10.Transfer:
‘Nocontractoranyinterestthereinshallbe transferredby thepartiestowhom theawardismade
unlessapprovedinwritingbythecontractingofficer.Anytransfermadewithoutthecontracting
officer’swrittenapprovalwillbe nulland void and willbe causetoannulthecontract.
1, Taxes:
(a) The Governmentof the Districtof Columbia isexempt from and willnotpay
FederalExciseTax, TransportationTax, and theDistrictof Columbia Salesand Use
Taxes.
(>) TaxexemptioncertificatesarenolongerissuedbytheDistrictforFederalExciseTax.ThefollowingstatementsmaybeusedbythesupplierwhenclaimingtaxdeductionsforFederalExciseTaxexemptitemssoldtotheDistrict:
“The DistrictofColumbiaGovernmentisExempt fromFederalExciseTax —
RegistrationNo. 52-73-0206-K,InternalRevenue Service,Baltimore,Maryland.”
“The Districtof Columbia Government isExempt from Maryland SalesTax,
RegisteredwiththeComptrolleroftheTreasuryasFollows:
a) DeliveriestoGlennDaleHospital—ExemptionNo.4647b) DeliveriestoChildren’sCenter—ExemptionNo.4648©) DeliveriestootherDistrictDepartmentsorAgencies-ExemptionNo.09339”
ScP.7

July2010
“The Districtof Columbia Government isExempt from Salesand Use Tax —
RegistrationNo. 53-600,The Districtof Columbia Officeof Tax and Revenue.”
12. Appointment of Attorney:
(a) Thebidder/offerororcontractor(whicheverthecasemaybe)doesherebyirrevocably
designateandappointtheClerkoftheDistrictofColumbiaSuperiorCourtandhissuccessorinofficeasthetrueandlawfulattorneyoftheContractorforthepurposeofreceivingserviceofallnoticesandprocessesissuedbyanycourtintheDistrictofColumbia,aswellasserviceofallpleadingsandotherpapers,inrelationtoanyactionorlegalproceedingarisingoutoforpertainingtothiscontractortheworkrequiredor
performedhereunder.
(b) Thebidder/offerororcontractor(whicheverthecasemay be)expresslyagreesthatthe
validityofanyserviceuponthesaidClerkashereinauthorizedshallnotbeaffected
eitherbythefactthatthecontractorwaspersonallywithintheDistrictofColumbiaand
otherwisesubjecttopersonalserviceatthetimeofsuchserviceuponthesaidClerkor
by thefactthatthecontractorfailedtoreceivea copyofsuch process,noticeorother
papersoservedupon thesaidClerkprovidedthesaidClerkshallhavedepositedinthe
UnitedStatesmail,registeredandpostageprepaid,acopyofsuchprocess,notice,
pleadingorotherpaperaddressedtothebidder/offerororcontractorattheaddressstated
inthiscontract.
13. DistrictEmployees Not To Benefit:
Unlessa determinationismade as providedherein,no officeror employee of theDistrictwillbe
admittedtoanyshareorpartofthiscontractortoanybenefitthatmayarisetherefrom,andany
contractmadebytheCO oranyDistrictemployeeauthorizedtoexecutecontractsinwhichthey
oranemployeeoftheDistrictwillbepersonallyinterestedshallbevoid,andnopaymentshall
bemadethereonbytheDistrictoranyofficerthereof,butthisprovisionshallnotbeconstruedto
extendtothiscontractifmade witha corporationforitsgeneralbenefit.A Districtemployee
shallnotbea partytoa contractwiththeDistrictandwillnotknowinglycauseorallowa
businessconcemorotherorganizationownedorsubstantiallyownedorcontrolledbythe
employeetobe aparty tosucha contract,unlessa writtendeterminationhasbeenmade by the
headoftheprocuringagencythatthereisacompellingreasonforcontractingwiththeemployee,
suchaswhen theDistrict’sneedscannotreasonablyotherwisebemet.(ProcurementPractices
Actof1985,D.C.Law 6-85,D.C.OfficialCode § 2-310.01efseq.,andChapter18oftheDC
PersonnelRegulations)
TheContractorrepresentsandcovenantsthatitpresentlyhasnointerestandshallnotacquireanyinterest,directorindirect,whichwouldconflictinanymannerordegreewiththeperformanceofitsserviceshereunder.TheContractorfurthercovenantsnottoemployanypersonhavingsuchknowninterestsintheperformanceofthecontract.
14. Disputes:
A. Alldisputesarisingunder or relating¢o thiscontractshallbe resolvedas provided
herei
B.ClaimsbyaContractoragainsttheDistrict.
SCP.8
July2010

Claim,asusedinSectionBof thisclause,meansawrittenassertionbytheContractorseeking,asamatterofright,thepaymentofmoneyinasumcertain,theadjustmentorinterpretationofcontractterms,orotherreliefarisingunderorrelatingtothiscontract.A claimarisingunderacontract,unlikeaclaimrelatingtothatcontract,isaclaimthatcanberesolvedunderacontractclausethatprovidesforthereliefsoughtbytheclaimant.
(@)AllclaimsbyaContractoragainsttheDistrictarisingunderorrelatingtoacontract
shallbe inwritingand shallbe submittedtotheCO fora decision.The contractor’s
claimshallcontainatleastthefollowing:
QM
Q@)
@)
@
A descriptionoftheclaimandtheamountindispute;
Anydataorotherinformationinsupportoftheclaim;
A briefdescriptionoftheContractor'seffortstoresolvethedisputepriortofilingtheclaim;and
The Contractor’srequestforrelieforotheractionby theContractingOfficer.
(b)TheCOmaymeetwiththeContractorinafurtherattempttoresolvetheclaimbyagreement.
(c)Foranyclaimof$50,000orless,theCO shallissueadecisionwithinsixty(60)
daysfromreceiptofa writtenrequestfroma Contractorthata decisionberendered
withinthatperiod.
(d)Foranyclaimover$50,000,theCO shallissuea decisionwithinninety(90)daysof
receiptoftheclaim.Whenever possible,theCO shalltakeintoaccountfactorssuch
asthesizeandcomplexityoftheclaimandtheadequacyofthe informationin
supportoftheclaimprovidedbytheContractor.
(©)TheCO’swrittendecisionshalldothefollowing:
a)
Q)
QB)
4)
6)
©
M
Providea descriptionoftheclaimordispute;
Refertothepertinentcontractterms;
Statethefactualareasofagreementanddisagreement;
Statethereasonsforthedecision,includinganyspecificfindingsoffact,althoughspecificfindingsoffactarenotrequiredand,ifmade,shallnotbebindinginanysubsequentproceeding;
Ifalloranypartoftheclaimisdeterminedtobevalid,determinetheamountofmonetarysettlement,thecontractadjustmenttobemade,orotherreliefto
be granted;
Indicatethatthewrittendocumentisthe CO’s finaldecision;and
InformtheContractoroftherighttoseekfurtherredressbyappealingthedecisionto the Contract Appeals Board.
(®)AnyfailurebytheCO toissueadecisiononacontractclaimwithintherequiredtimeperiodwillbedeemedtobeadenialoftheclaim,andwillauthorizethe
ScP.9

July2010
Cc
‘commencementofan appealto theContractAppeals Board as authorizedby D.C.
OfficialCode § 2-309.04.
(g)(1)IfaContractorisunabletosupportanypartofhisorherclaimanditisdeterminedthattheinabilityisattributabletoamaterialmisrepresentationoffactorfraudonthepartoftheContractor,theContractorshallbeliabletotheDistrictforanamountequaltotheunsupportedpartoftheclaiminadditiontoallcoststotheDistrictattributabletothecostofreviewingthatpartoftheContractor'sclaim.
(2) Liabilityunderparagraph(g)(1)shallbedeterminedwithinsix(6)yearsofthecommissionofthemisrepresentationoffactorfraud.
(h)ThedecisionoftheCOshallbefinalandnotsubjecttoreviewunlessanadministrativeappealoractionforjudicialreviewistimelycommencedbytheContractorasauthorizedbyD.C.OfficialCode§2-309.04.
(Pendingfinaldecisionofanappeal,action,orfinalsettlement,aContractorshallproceeddiligentlywithperformanceofthecontractinaccordancewiththedecisionoftheCO.
ClaimsbytheDistrictagainstaContractor
(a) ClaimasusedinsectionCofthis clause,means a writtendemand orwritten
assertionbytheDistrictseeking,asamatterofright,thepaymentofmoneyina
sum certain,theadjustmentofcontractterms,orotherreliefarisingunderor
relatingtothiscontract.A claimarisingunder a contract,unlikea claimrelating
tothatcontract,isaclaimthatcanberesolvedunderacontractclausethat
providesforthereliefsoughtbytheclaimant.
(b)(1)AllclaimsbytheDistrictagainstaContractorarisingunderorrelatingtoa
contractshallbedecidedbytheCO.
(2)The CO shallsend writtennoticeof the claimtotheContractor.The CO’s
writtendecisionshalldo thefollowing:
(a)Provideadescriptionoftheclaimordispute;
(b)Refertothepertinentcontractterms;
(©)Statethefactualareasofagreementanddisagreement;
(@)Statethereasonsforthedecision,includinganyspecificfindingsoffact,althoughspecificfindingsoffactarenotrequiredand,ifmade,shallnotbebindinginanysubsequentproceeding;
(@)Ifalloranypartoftheclaimisdeterminedtobevalid,determinetheamountofmonetarysettlement,thecontractadjustmenttobemade,or
otherrelieftobegranted;
(®IndicatethatthewrittendocumentistheCO’sfinaldecision;and
(g)InformtheContractoroftherighttoseekfurtherredressbyappealingthe
decisionto theContractAppeals Board.
SCP.10
July2010
15.Changes:
(3)The decisionshallbe supportedby reasonsand shallinformtheContractorof
itsrightsas providedherein.
(4)TheauthoritycontainedinthisclauseshallnotapplytoaclaimordisputeforpenaltiesorforfeituresprescribedbystatuteorregulationwhichanotherDistrictagencyisspecificallyauthorizedtoadminister,settle,ordetermine.
(8)ThisclauseshallnotauthorizetheCO tosettle,compromise,pay,orotherwiseadjustanyclaiminvolvingfraud.
(©)ThedecisionoftheCO shallbefinalandnotsubjecttoreviewunlessanadministrativeappealoractionforjudicialreviewistimelycommencedbytheContractorasauthorizedbyD.C.OfficialCode§2-309.04.
(@)Pendingfinaldecisionof an appeal,action,orfinalsettlement,theContractor
shallproceeddiligentlywithperformanceofthecontractinaccordancewiththe
decisionoftheCO.
‘TheCO may,atanytime,bywrittenorder,andwithoutnoticetothesurety,ifany,make
changesinthecontractwithinthegeneralscopehereof.Ifsuchchangecausesanincreaseor
decreaseinthecostof performanceof this contract,or inthetimerequiredforperformance,an
‘equitableadjustmentshallbemade.Anyclaimforadjustmentunderthisparagraphmustbe
assertedwithinten(10)daysfromthedatethechangeisoffered;provided,however,thatthe
CO,ifheorshedeterminesthatthefactsjustifysuchaction,mayreceive,considerandadjust
anysuchclaimassertedatanytimepriortothedateoffinalsettlementofthecontract.Ifthe
partiesfailtoagreeupontheadjustmenttobemade,thedisputeshallbedeterminedasprovided
inclause14Disputes.Nothinginthisclause15shallexcusetheContractorfromproceeding
withthecontractas changed.
16. Termination forConvenience of the District:
@
©
TheDistrictmayterminateperformanceofworkunderthiscontractinwholeor,
fromtimetotime,inpartiftheCO determinesthata terminationisintheDistrict’s
interest.The CO shallterminateby deliveringtotheContractora Noticeof
Terminationspecifyingtheextentof terminationand effectivedate.
AfterreceiptofaNoticeofTermination,andexceptasdirectedbytheCO,theContractorshallimmediatelyproceedwiththefollowingobligations,regardlessofanydelayindeterminingoradjustinganyamountsdueunderthisclause:
(1) Stopworkasspecifiedinthenotice.
(2) Placenofurthersubcontractsororders(referredtoassubcontractsinthisclause)formaterials,services,orfacilities,exceptasnecessarytocomplete
thecontinuedportionofthecontract.
(3) Terminateallcontractstotheextenttheyrelatetothework terminated,
(4) AssigntotheDistrict,asdirectedbytheCO,allrights,titleandinterestof
theContractorunderthesubcontractsterminated,inwhichcasetheDistrict
SCP.11
July2010
©
@

willhavetherighttosettleorpayanyterminationsettlementproposalarisingoutofthoseterminations.
(5) WithapprovalorratificationtotheextentrequiredbytheCO,settlealloutstandingliabilitiesandterminationsettlementproposalsarisingfromtheterminationofsubcontracts.Theapprovalorratificationwillbefinalfor
Purposesofthisclause.
(©) AsdirectedbytheCO,transfertitleanddelivertotheDistrict(i)the
fabricatedorunfabricatedparts,workinprocess,completedwork,supplies,
andothermaterialsproducedoracquiredfortheworkterminated,and(ii)the
completedor partiallycompletedplans,drawings,information,and other
propertythat,ifthecontracthasbeencompleted,wouldberequiredtobe
furnishedtotheDistrict.
(7) Complete performanceof thework notterminated.
(8) Takeanyactionthatmaybenecessary,orthattheCOmaydirect,fortheprotectionandpreservationofthepropertyrelatedtothiscontractthatisinthepossessionoftheContractorandinwhichtheDistricthasormayacquirean interest.
(9) Useitsbesteffortstosell,asdirectedorauthorizedbytheCO,anyproperty
ofthetypesreferredtoinsubparagraph(6)above;provided,however,that
theContractor(i)isnotrequiredtoextendcredittoanypurchaserand(ii)
mayacquirethepropertyundertheconditionsprescribedby,andatprices
approvedby,theCO.Theproceedsofany transferordispositionwillbe
appliedtoreduceany payments tobe made by theDistrictunderthis
contract,creditedtothepriceorcostofthework,orpaidinanyothermanner
directedbytheCO.
Aftertheexpirationofninety(90)days(orsuchlongerperiodasmaybeagreedto)
afterreceiptby theCO of acceptableinventoryschedules,theContractormay
submittotheCOa list,certifiedastoquantityandqualityofterminationinventory
notpreviouslydisposedof excludingitemsauthorizedfordispositionby theCO.
The Contractormay requesttheDistricttoremovethoseitemsorenterintoan
agreementfortheirstorage.Withinfifteen(15)days,theDistrictwillaccepttitleto
thoseitemsandremovethemorenterintoastorageagreement.TheCO mayverify
thelistuponremovaloftheitems,orifstored,withinfortyfive(45)daysfrom
submissionofthe list,andshallcorrectthelist,asnecessary,beforefinalsettlement.
Aftertermination,theContractorshallsubmit a finalterminationsettlement
proposaltotheCO intheformandwiththecertificationprescribedbytheCO.The
Contractorshallsubmittheproposalpromptly,butnolaterthanoneyearfromthe
effectivedateoftermination,unlessextendedinwritingbytheCO uponwritten
requestoftheContractorwithinthisoneyearperiod,However,iftheCO
determinesthatthefacts justifyit,a terminationsettlementproposalmay be
receivedand actedon afterone yearor any extension.IftheContractorfailsto
submittheproposalwithinthetimeallowed,theCO may determine,on thebasisof
informationavailable,theamount,ifany,duetotheContractorbecauseofthe
terminationand shallpay theamount determined.
SCP. 12
July2010
©
®
(g)

Subjecttoparagraph16(d)above,theContractorandtheCO mayagreeuponthe
wholeoranypartoftheamounttobepaidbecauseofthetermination.Theamount
mayincludeareasonableallowanceforprofitonworkdone.However,theagreed
amount,whetherunderthisparagraph(e)orparagraph16(f)below,exclusiveof
costsshown insubparagraph16(f)(3),may notexceed thetotalcontractpriceas
reducedby(1)theamountofpaymentpreviouslymadeand(2)thecontractpriceof
work notterminated.The contractshallbe amended, and theContractorpaid the
agreedamount.Paragraph16(f)shallnotlimit,restrict,oraffecttheamountthat
maybeagreedupontobepaidunderthisparagraph16(e).
Ifthe Contractorand the CO failto agree on the whole amount to be paid because
oftheterminationwork,theCOshallpaytheContractortheamountsdeterminedbytheCOasfollows,butwithoutduplicationofanyamountsagreedonunderparagraph16(e)above:
(1) ThecontractpriceforcompletedsuppliesorservicesacceptedbytheDistrict(orsoldoracquiredunderparagraph16(b)(9)above)notpreviouslypaidfor,adjustedforanysavingoffreightandothercharges. |
/
2) Thetotalof:
(@® Thecostsincurredintheperformanceoftheworkterminated,includinginitialcostsandpreparatoryexpenseallocablethereto,butexcludinganycostsattributabletosuppliesorservicespaidortobepaidunderparagraph16(f)(1)above;
(ii) Thecostofsettlingandpayingterminationsettlementproposalsunder
terminatedsubcontractsthatareproperlychargeableto theterminated .
portionofthecontractifnotincludedinparagraph16(f(1)above;
and
(iii)A sum,asprofitonparagraph16(f)(1)above,determinedbytheCO
tobe fairandreasonable;however,ifitappearsthattheContractor
wouldhavesustaineda losson theentirecontracthaditbeen
completed,theCO shallallowno profitunderthissubparagraph(iii)
and shallreducethesettlementtoreflecttheindicatedrateof loss.
(3) Thereasonablecostofsettlementoftheworkterminated,including-
() Accounting,legal,clerical,andotherexpensesreasonablynecessary
forthepreparationofterminationsettlementproposalsandsupporting
data;
(ii) The terminationand settlementof subcontractors(excludingthe
amounts of such settlements);and
(iii)Storage,transportation,andothercostsincurred,reasonablynecessaryforthepreservation,protection,ordispositionoftheterminationinventory.
Except fornormal spoilage,and excepttotheextentthattheDistrictexpressly
assumed theriskof loss,theCO shallexcludefrom theamounts payabletothe
Contractorunderparagraph16(f)above,thefairvalueasdeterminedbytheCO,of
SCP.13
July2010
@)
@
oO
(ky
o

propertythatisdestroyed,lost,stolen,ordamagedsoastobecomeundeliverabletotheDistrictortoabuyer.
TheContractorshallhavetherightofappeal,underclause14Disputes,fromany
determinationmadebytheCO underparagraphs16(d),(f)or(j),exceptthatifthe
‘Contractorfailedtosubmit theterminationsettlementproposalwithinthetime
providedinparagraph16(d)or(j),andfailedtorequestatimeextension,thereisno
tightof appeal.IftheCO has madea determinationof theamount due under
paragraph16(d),(f)or(j),theDistrictwillpaytheContractor(1)theamount
determinedbytheCOifthereisnorightofappealorifno timelyappealhasbeen
taken,or(2)theamountfinallydeterminedonanappeal.
Inarrivingattheamountdue theContractorunderthisclause,thereshallbe
deducted:
(1) AllunliquidatedadvancesorotherpaymentstotheContractorundertheterminationportionofthecontract;
(2) Any claimwhich theDistricthas againsttheContractorunderthiscontract;
and
(3) Theagreedpricefor,ortheproceedsofsaleof,materials,supplies,orother
thingsacquiredbytheContractororsoldundertheprovisionsofthisclause
andnotrecoveredby orcreditedtotheDistrict.
If the terminationispartial,theContractormay filea proposalwith theCO foran.
equitableadjustmentofthe price(s)of thecontinuedportionof thecontract.The CO
shallmakeanyequitableadjustmentagreedupon.AnyproposalbytheContractor
foran equitableadjustmentunder thisclauseshallbe requestedwithinninety(90)
days from theeffectivedateof terminationunlessextendedinwritingby theCO.
(1)TheDistrictmay,underthetermsandconditionsitprescribes,makepartial
paymentsandpaymentsagainstcostsincurredbytheContractorfortheterminated
portionof the contract,if the CO believesthetotalof thesepayments willnot
exceedtheamounttowhichtheContractorshallbeentitled.
(2)Ifthetotalpaymentsexceedtheamountfinallydeterminedtobedue,theContractor
shallrepaytheexcesstotheDistrictupondemandtogetherwithinterestcomputedatthe
rateof10percent(10%)peryear.Interestshallbecomputedfortheperiodfromthedate
theexcesspayment isreceivedby theContractortothedatetheexcesspayment is
repaid.Interestshallnotbechargedonanyexcesspaymentduetoareductioninthe
Contractor'sterminationsettlementproposalbecauseofretentionorotherdispositionof
terminationinventoryuntil10 days afterthedateofthe retentionor disposition,or a
laterdatedeterminedby theCO becauseofthe circumstances.
Unlessotherwiseprovidedinthiscontractorby statute,theContractorshallmaintain
allrecordsanddocumentsrelatingtotheterminatedportionofthiscontractforthree
(3)yearsafterfinalsettlement.Thisincludesallbooksandotherevidencebearingon
theContractor'scostsandexpensesunderthiscontract.The Contractorshallmake
theserecordsand documents availabletotheDistrict,attheContractor’soffice,atall
reasonabletimes,withoutanydirectcharge.IfapprovedbytheCO,photographs,
SCP.14

July2010
17.
18.
19.
micrographs,orotherauthenticreproductionsmaybemaintainedinsteadoforiginal
recordsanddocuments.
Recovery Of Debts Owed The District:
‘TheContractorherebyagreesthattheDistrictmayusealloranyportionofanyconsiderationorrefundduetheContractorunderthepresentcontracttosatisfy,inwholeorpart,anydebtduetheDistrict.
ion andExamination Of Records:
‘TheContractorshallestablishandmaintainbooks,records,anddocuments(includingelectronicstoragemedia)inaccordancewithgenerallyacceptedaccountingprinciplesandpracticeswhichsufficientlyandproperlyreflectallrevenuesandexpendituresoffundsprovided by the Districtunder the contract.
TheContractorshallretainallrecords,financialrecords,supportingdocuments,statistical
records,andanyotherdocuments(includingelectronicstoragemedia)pertinenttothecontract
foraperiodofthree(3)yearsafterterminationorexpirationofthecontract,orifanaudithas
been initiatedand auditfindingshave notbeen resolvedattheendof three(3)years,the
recordsshallbe retaineduntilresolutionof theauditfindingsor any litigationwhich may be
basedon thetermsofthecontract.
TheContractorshallassurethattheserecordsshallbesubjectatallreasonabletimestoinspection,review,orauditbyfederal,District,orotherpersonneldulyauthorizedbytheCO.
The CO, theInspectorGeneralandtheDistrictofColumbiaAuditor,oranyoftheirduly
authorizedrepresentativesshall,untilthreeyearsafterfinalpayment,havetherighttoexamine
anydirectlypertinentbooks,documents,papersandrecordsoftheContractorinvolving
transactions related to the contract.
Non-DiscriminationClause:
(a) TheContractorshallnotdiscriminateinanymanneragainstanyemployeeorapplicant
foremploymentthatwouldconstituteaviolationoftheDistrictofColumbiaHuman
RightsAct,approvedDecember13,1977,asamended(D.C,Law2-38;D.C.Official
Code §2-1402.11)(2001 Ed.)(“Act”as used inthisSection).The Contractorshall
includea similarclauseinallsubcontracts,exceptsubcontractsforstandard
‘commercialsuppliesorrawmaterials.Inaddition,Contractoragreesandany
subcontractorshallagreetopostinconspicuousplaces,availabletoemployeesandapplicantsforemployment,noticesettingforththeprovisionsofthisnon-
discriminationclauseasprovidedinSection251of the Act.
(b)PursuanttorulesoftheOfficeofHumanRights,publishedonAugust15,1986intheD.C.Register,Mayor'sOrder2002-175(10/23/02),49DCR9883andMayor’sOrder2006-151(11/17/06),52DCR9351,thefollowingclausesapplytothiscontract:
(1)TheContractorshallnotdiscriminateagainstanyemployeorapplicantfor
employmentbecauseofactualorperceived:race,color,religion,nationalorigin,
sex,age,maritalstatus,personalappearance,sexualorientation,genderidentityor
expression,familialstatus,familyresponsibilities,disability,matriculation,
politicalaffiliation,geneticinformation,sourceofincome,orplaceofresidenceor
business.Sexualharassmentisa formof sex discriminationwhichisprohibited
SCP.15
July2010
Q)
bytheAct.Inaddition,harassmentbasedonanyoftheaboveprotectedcategoriesisprohibitedbytheAct.
TheContractoragreestotakeaffirmativeactiontoensurethatapplicantsare
employed,andthatemployeesaretreatedduringemployment,withoutregardto
theiractualor perceived:race,color,religion,nationalorigin,sex,age,marital
status,personalappearance,sexualorientation,genderidentityorexpression,
familialstatus,familyresponsibilities,disability,matriculation,political
affiliation,geneticinformation,sourceofincome,orplaceofresidenceor
business.

Theaffirmativeactionshallinclude,butnotbelimitedtothefollowing:
(2)_ employment,upgradingortransfer;(>) recruitment,orrecruitmentadvertising;(©) demotion,layoff,ortermination;() ratesofpay,orotherformsofcompensation;and(©) selectionfortrainingandapprenticeship.
(3)TheContractoragreestopostinconspicuousplaces,availabletoemployeesandapplicantsforemployment,noticestobeprovidedbytheContractingAgency,settingforththeprovisionsinparagraphs19(b)(1)and(b)(2)concerningnon-
discriminationandaffirmativeaction.
(4) The Contractorshall,inallsolicitationsoradvertisementsforemployees placed
byoronbehalfoftheContractor,statethatallqualifiedapplicantswillreceive
considerationforemployment pursuanttothenon-discriminationrequirements
setforthinparagraph19(b)(2).
(5)TheContractoragreestosendtoeachlaborunionorrepresentativeofworkerswithwhichhehasa collectivebargainingagreementorothercontractor
understanding,anoticetobeprovidedbythecontractingagency,advisingthe
saidlaborunionorworkers"representativeofthatcontractor’scommitments
underthisnondiscriminationclauseandtheAct,andshallpostcopiesofthe
noticeinconspicuousplacesavailabletoemployeesandapplicantsfor
employment.
(6)TheContractoragreestopermitaccesstohisbooks,recordsandaccountspertainingtoitsemploymentpractices,by theChiefProcurementOfficeror
designee,ortheDirectorofHumanRightsordesignee,forpurposesof
investigationtoascertaincompliancewiththischapter,andtorequireundertermsofanysubcontractoragreementeachsubcontractortopermitaccessof
suchsubcontractors’books,records,andaccountsforsuchpurposes.
(7)TheContractoragreestocomplywiththeprovisionsofthischapterandwithallguidelinesforequalemploymentopportunityapplicableintheDistrictofColumbiaadoptedbytheDirectoroftheOfficeofHumanRights,oranyauthorizedofficial.
(8)TheContractorshallincludeineverysubcontracttheequalopportunityclauses,paragraphs19(b)(1)through(b)(9)ofthissection,sothatsuchprovisionsshall
bebindinguponeachsubcontractororvendor.
SCP. 16

July2010
(9)TheContractorshalltakesuchactionwithrespecttoanysubcontractasthe
ContractingOfficermaydirectasameansofenforcingtheseprovisions,
includingsanctionsfornoncompliance;provided,however,thatintheeventthe
Contractorbecomes involvedin,or isthreatenedwith,litigationwith a
subcontractoror vendor as a resultof such directionby thecontractingagency,
theContractormay requesttheDistrictto enterintosuch litigationtoprotectthe
interestof the District.
20. Definitions:
ThetermsMayor,ChiefProcurementOfficer,ContractAppealsBoardandDistrictwillmeantheMayoroftheDistrictofColumbia,theChiefProcurementOfficeroftheDistrictofColumbiaorhis/heralternate,theContractAppealsBoardoftheDistrictofColumbia,andtheGovernmentoftheDistrictofColumbia,respectively.IftheContractorisanindividual,the
termContractorshallmeantheContractor,hisheirs,hisexecutorandhisadministrator.IftheContractorisacorporation,thetermContractorshallmeantheContractoranditssuccessor.
21. Health and SafetyStandards:
2.
ItemsdeliveredunderthiscontractshallconformtoallrequirementsoftheOccupationalSafetyandHealthActof1970,asamended(“OSHA”),andDepartmentofLaborRegulationsunderOSHA,andallfederalrequirementsineffectattimeofbidopening/proposalsubmission
Funds:
TheDistrict'sliabilityunderthiscontractiscontingentuponthefutureavailabilityofappropriatedmonieswithwhichtomakepaymentforthecontractpurposes.ThelegalliabilityonthepartoftheDistrictforthepaymentofanymoneyshallnotariseunlessanduntilsuchappropriationshallhavebeenprovided.
Buy i ts
(a) TheBuyAmericanAct(41U.S.C.§10a)providesthattheDistrictgivepreference
todomesticendproducts.
“Components,” as used inthisclause,means thosearticles,materials,and supplies
incorporateddirectlyintotheend products.
“Domesticendproduct,”asusedinthisclause,means,(1)anunmanufacturedendproductminedorproducedintheUnitedStates,or(2)anendproductmanufacturedintheUnitedStates,ifthecostofitscomponentsmined,produced,ormanufacturedintheUnitedStates,exceeds50percentofthecostofallitscomponents.‘Componentsofforeignoriginofthesameclassorkindastheproductsreferredtoinparagraphs23(b)(2)or(3)ofthisclauseshalllbetreatedasdomestic.Scrap
generated,collected,andpreparedforprocessingintheUnitedStatesisconsidereddomestic.
“Endproducts,”asusedinthisclause,meansthosearticles,materials,andsupplies
tobeacquiredforpublicuseunderthiscontract.
(b) TheContractorshalldeliveronlydomesticendproducts,exceptthose-
(1) ForuseoutsidetheUnitedStates;
SCP. 17

July2010
(2) ThattheDistrictdeterminesarenotmined,produced,ormanufacturedintheUnitedStatesinsufficientandreasonablyavailablecommercialquantitiesofa satisfactoryquality;
(3) ForwhichtheDistrictdeterminesthatdomesticpreferencewouldbeinconsistentwiththepublicinterest;or
(4) For which theDistrictdeterminesthecostto be unreasonable.
24,ServiceContractActof1965:
(@) Definitions.“Act,”asusedinthisclause,meanstheServiceContractActof1965,asamended(41U.S.C.§351,efseq.)
(1) “Contractor,”as used inthisclause,means theprime contractoror any
subcontractoratanytier.
2) “Serviceemployee,”asusedinthisclause,meansanyperson(otherthanapersonemployedinabonafideexecutive,administrative,orprofessionalcapacityasdefinedin29CFR541)engagedinperformingaDistrictcontractnotexemptedunder41U.S.C.§356,theprincipalpurposeofwhichistofurnishservicesinthe United States,as defined in section22.1001of the
FederalAcquisitionRegulations.Itincludesallsuch persons regardlessof the
actualorallegedcontractualrelationshipbetweenthemandacontractor.
(6) Applicability.To theextentthattheActapplies,thiscontractissubjectto the
followingprovisionsandtoallotherapplicableprovisionsoftheActandregulations
oftheSecretaryofLabor(29CFRpart4).AllinterpretationsoftheActinSubpartC
of 29CER4areincorporatedinthiscontractbyreference.Thisclausedoesnot
applytocontractsorsubcontractsadministrativelyexemptedby theSecretaryof
Labororexemptedby41U.S.C.§356,asinterpretedinSubpartC of29CFR4.
(©) Compensation.
(1) Eachserviceemployeeemployedintheperformanceofthiscontractbythe
Contractoror any subcontractorshallbe paidnot lessthantheminimum.
monetarywagesandshallbefurnishedfringebenefitsinaccordancewiththe
wagesandfringebenefitsdeterminedbytheSecretaryofLabororthe
Secretary'sauthorizedrepresentative,asspecifiedinanywagedetermination
attachedtothiscontract.
(2) Ifa wage determinationisattachedtothiscontract,theContractorshall
classifyanyclassofserviceemployeesnotlistedinit,buttobeemployed
underthiscontract(i.e.,theworktobeperformedisnotperformedbyany
classificationlistedin thewage determination)so asto providea reasonable
relationship(i.e.,appropriatelevelofskillcomparison)betweensuchunlisted
classificationsand theclassificationslistedinthewage determination.Such
conformedclassofemployeesshallbepaidthemonetarywagesandfurnishedthefringebenefitsasaredeterminedpursuanttotheproceduresin
thisparagraph.Thisconformingprocedureshallbeinitiatedbythe
Contractorpriortotheperformanceofcontractworkbytheunlistedclassof
employee.

SCP.18

July2010
(a) The Contractorshallsubmit StandardForm (SF) 1444,Requestfor
Authorizationof AdditionalClassificationand Rate,totheContracting
Officerno laterthan 30 days aftertheunlistedclassofemployee
performsanycontractwork.TheContractingOfficershallreviewthe
proposedclassificationandrateandpromptlysubmitthecompletedSF
1444 (which must includeinformationregardingtheagreementor
disagreementoftheemployees’authorizedrepresentativesorthe
employeesthemselvestogetherwiththeagencyrecommendation),and
allpertinentinformationtotheWageandHourDivision,Employment
StandardsAdministration(ESA), Department of Labor. The Wage and
HourDivisionwillapprove,modify,ordisapprovetheactionorrendera
finaldeterminationintheeventofdisagreementwithin30 daysof
receiptorwillnotifytheContractingOfficerwithin30daysofreceipt
thatadditionaltime isnecessary;
(b)ThefinaldeterminationoftheconformanceactionbytheWageand
Hour Divisionshallbe transmittedtotheContractingOfficerwho shall
promptlynotifytheContractorofthe actiontaken.Each affected
employeeshallbefurnishedbytheContractingOfficerwithawritten
copyofsuchdeterminationoritshallbepostedasa partof the wage
determination;
(c)_ The processof establishingwage and fringebenefitratesthatbeara
reasonablerelationshiptothoselistedina wage determinationcannotbe
reducedtoanysingleformula.Theapproachusedmayvaryfromwage
determinationtowagedeterminationdependingonthecircumstances.
Standardwageandsalaryadministrationpracticeswhichrankvarious
jobclassificationsbypaygradepursuanttopointschemesorotherjob
factorsmay,forexample,bereliedupon.Guidancemayalsobeobtained
fromthewaydifferentjobsareratedunderFederalpaysystems(Federal
WageBoardPaySystemandtheGeneralSchedule)orfromotherwage
determinationsissuedinthesame locality.Basictotheestablishmentof
anyconformablewagerate(s)istheconceptthatapayrelationship
shouldbe maintainedbetweenjob classificationsbased on theskill
requiredandthedutiesperformed;
(a)Inthecaseofa contractmodification,anexerciseofan option,or
extensionofan existingcontract,orinanyothercasewhereaContractor
‘succeedstoa contractunderwhich theclassificationinquestionwas
previouslyconformedpursuanttothisclause,anewconformedwage
rateandfringebenefitsmaybeassignedtotheconformedclassification
byindexing(i.e.,adjusting)thepreviousconformedrateandfringe
benefitsbyanamountequaltotheaverage(mean)percentageincrease
(ordecrease,whereappropriate)betweenthewagesandfringebenefits
specifiedforallclassificationstobe used on thecontractwhich are listed
inthecurrentwagedetermination,andthosespecifiedforthe
correspondingclassificationsinthepreviouslyapplicablewage
determination,Whereconformingactionsareaccomplishedin
accordancewiththisparagraphpriortotheperformanceofcontractwork
bytheunlistedclassofemployees,theContractorshalladvisethe

SCP.19
July2010
(@)
©

ContractingOfficerof theactiontakenbuttheotherproceduresin this
clauseneed notbe followed;
() Noemployeeengagedinperformingworkonthiscontractshallinanyeventbepaidlessthanthecurrentlyapplicableminimumwagespecifiedundersection6(a)(1)oftheFairLaborStandardsActof1938,as
amended;
(The wagerateandfringebenefitsfinallydeterminedunderthisclauseshallbepaidtoallemployeesperformingintheclassificationfromthefirstdayonwhichcontractworkisperformedbythemintheclassification.FailuretopaytheunlistedemployeesthecompensationagreeduponbytheinterestedpartiesorfinallydeterminedbytheWageandHourDivisionretroactivetothedatesuchclassofemployeescommencedcontractworkshallbeaviolationoftheActandthis,contract;
(g)Upondiscoveryoffailuretocomplywiththisclause,theWageandHourDivisionshallmakeafinaldeterminationofconformedclassification,wagerate,and/orfringebenefitswhichshallberetroactivetothedatesuchclassorclassesofemployeescommencedcontractwork.
(3)Ifthetermofthiscontractismorethan1year,theminimumwagesandfringebenefitsrequiredforserviceemployeesunderthiscontractshallbesubjecttoadjustmentafter|yearandnotlessoftenthanonceevery2years,underwage
determinationsissuedbyESA.
(4)TheContractorcandischargetheobligationtofurnishfringebenefitsspecified
intheattachmentordeterminedunderparagraph23(c)(2)ofthisclausebyfurnishinganyequivalentcombinationsofbonafidefringebenefits,orbymakingequivalentordifferentialcashpayments,inaccordancewithSubpartBandC of29CER4.
‘Minimumwage:Intheabsenceofa minimumwageattachmentforthiscontract,the
Contractorshallnotpayanyserviceorotheremployeesperformingthiscontractless
thantheminimumwagespecifiedbysection6(a)(1)oftheFairLaborStandardsActof
1938,asamended(29U.S.C.§206).NothinginthisclauseshallrelievetheContractorof any otherlegalor contractualobligationtopay a higherwage toany employee.
‘Successorcontracts:IfthiscontractsucceedsacontractsubjecttotheActunderwhich
substantiallythesameserviceswerefurnishedandserviceemployeeswerepaidwages
andfringebenefitsprovidedforinacollectivebargainingagreement,then,inthe
absenceofa minimum wage attachmenttothiscontract,theContractormay notpay
anyserviceemployeeperformingthiscontractlessthanthewagesandbenefits,includingthoseaccruedandanyprospectiveincreases,providedforunderthat
agreement.No Contractormay be relievedofthisobligationunlessthelimitationsof
29CFR 4.1c(b)applyorunlesstheSecretaryofLaborortheSecretary'sauthorized
representative:
(1)Determinesthattheagreementunderthepredecessorwasnottheresultofarms-lengthnegotiations;or
SCP.20

July2010
©
)
(b)
(2)Finds,afterahearingunder29CFR 4.10,thatthewagesandbenefitsprovidedfor
bythatagreementvarysubstantiallyfromthoseprevailingforsimilarservicesinthelocalityor determines,as providedin29 CFR 4.11,thatthecollective
bargainingagreementapplicabletoserviceemployeesemployedunderthe
predecessorcontractwasnotenteredintoasaresultofarm'slengthnegotiations.
Where itisfound inaccordancewith thereviewproceduresprovidedin29 CFR
4.10and 4.11and parts 6and 8thatsome or allof the wagesand fringebenefits
containedinapredecessorContractor'scollectivebargainingagreementare
substantiallyatvariancewiththosewhichprevailforservicesofa charactersimilar
inthelocality,andthatthecollectivebargainingagreementapplicabletoservice
‘employeesemployedunderthepredecessorcontractwasnotenteredintoasaresult
of arm'slengthnegotiations,theDepartmentwillissueaneworrevisedwage
determinationsettingforththeapplicablewageratesandfringebenefits.Such
determinationshallbe made partofthecontractorsubcontract,inaccordancewith
thedecisionoftheAdministrator,theAdministrativeLaw Judge,orthe Boardof
ServiceContractAppeals,asthecasemaybe,irrespectiveofwhethersuch
issuanceoccurspriortoor aftertheaward of a contractor subcontract(53 Comp,
Gen.401(1973).Inthecaseofa wagedeterminationissuedsolelyasaresultofa
findingof substantialvariance,such determinationshallbe effectiveasof the date
ofthefinaladministrativedecision.
Notificationtoemployees:TheContractorshallnotifyeachserviceemployee
commencing work on thiscontractof a minimum wage and any fringebenefits
requiredtobepaid,orshallpostanoticeofthesewagesandbenefitsinaprominentandaccessibleplaceattheworksite,usingsuchposterasmaybeprovidedbythe
Departmentof Labor.
Safeandsanitaryworkingconditions:TheContractorshallnotpermitservicescalled
forbythiscontracttobeperformedinbuildingsorsurroundingsorunderworkingconditionsprovidedbyorunderthecontrolorsupervisionoftheContractorthatareunsanitary,hazardous,ordangeroustothehealthorsafetyofserviceemployees.TheContractorshallcomplywiththehealthstandardsappliedunder29CFRPart1925.
Records:TheContractorshallmaintainfor3yearsfromthecompletionofwork,andmakeavailableforinspectionandtranscriptionbyauthorizedESArepresentatives,arecordofthefollowing:

(1) ForeachemployeesubjecttotheAct:
(a) Nameandaddress;(6) Workclassificationorclassifications,rateorratesofwagesandfringebenefitsprovided,rateorratesofpaymentsinlieuoffringebenefits,andtotaldailyandweeklycompensation;
(©) Dailyandweeklyhoursworked;and(@ Anydeductions,rebates,orrefundsfromtotaldailyorweeklycompensation.
(2) Forthoseclassesofserviceemployeesnotincludedinanywagedeterminationattachedtothiscontract,wageratesorfringebenefitsdeterminedbytheinterestedpartiesorbyESAunderthetermsofparagraph23(c)(3)ofthisclause.A copyofthereportrequiredbyparagraph(1)ofthisclausewillfulfillthisrequirement.
SCP.21

July2010
(3) AnylistofthepredecessorContractor'semployeeswhichhadbeenfurnishedtotheContractorasprescribedbythisclause.TheContractorshallalso
makeavailableacopyofthiscontractforinspectionortranscriptionbyauthorizedrepresentativesoftheWageandHourDivision.Failuretomakeandmaintainortomakeavailabletheserecordsforinspectionand
transcriptionshallbeaviolationoftheregulationsandthiscontract,andinthecaseoffailuretoproducetheserecords,theContractingOfficer,upondirectionoftheDepartmentofLaborandnotificationtotheContractor,shalltakeactiontocausesuspensionofanyfurtherpaymentoradvanceoffunds
untiltheviolationceases.TheContractorshallpermitauthorizedrepresentativesoftheWageandHourDivisiontoconductinterviewswithemployeesattheworksiteduringnormalworkinghours.
(Pay periods:TheContractorshallunconditionallypaytoeachemployeesubjecttotheActallwagesduefreeandclearandwithoutsubsequentdeduction(exceptasotherwiseprovidedbylaworregulations,29CFRpart4),rebate,orkickbackonanyaccount.Thesepaymentsshallbemadenolaterthanonepayperiodfollowingtheendoftheregularpayperiodinwhichthewageswereeamedoraccrued.A payperiodunderthisActmaynotbeofanydurationlongerthansemi-monthly.
G) Withholdingof payments inationofcontract:TheContractingOfficershall
withholdfrom theprime Contractorunder thisor any otherDistrictcontractwiththe
primecontractoranysumstheContractingOfficer,oranappropriateofficerofthe
LaborDepartment,decidesmaybenecessarytopayunderpaidemployees.Inthe
eventof failuretopay any employees subjecttotheAct allor partof thewages or
fringebenefitsdueundertheAct,theContractingOfficermay,afterauthorizationor
by directionof the Departmentof Labor and writtennotificationtotheContractor,
takeactiontocausesuspensionofany furtherpaymentoradvanceoffundsuntil
suchviolationshaveceased.Additionally,anyfailuretocomplywiththe
requirementsofthisclausemaybegroundsforterminationfordefault.Insuch
event,theDistrictmay enterintoothercontractsor arrangementsforcompletionof
thework,chargingtheContractorindefaultwithanyadditionalcost.
(k)Subcontracts:TheContractoragreestoinsertthisclauseinallsubcontracts.
(1)Contractor'sreport:
(1)Ifthereisawagedeterminationattachmenttothiscontractandanyclassesofserviceemployeesnotlistedonitaretobeemployedunderthecontract,the
ContractorshallreportpromptlytotheContractingOfficerthewagestobepaidandthefringebenefitstobeprovidedeachoftheseclasses,whendeterminedunderparagraph23(c)ofthisclause.
(2)Ifwagestobepaidorfringebenefitstobefurnishedanyserviceemployees
underthecontractarecoveredinacollectivebargainingagreementeffectiveatany timewhen thecontractisbeingperformed,theContractorshallprovideto
theContractingOfficeracopyoftheagreementandfullinformationonthe
applicationandaccrualofwagesandbenefits(includinganyprospective
increases)toserviceemployeesworkingonthecontract.TheContractorshall
reportwhencontractperformancebegins,inthecaseofagreementsthenin
SCP.22
July2010
(m)
@)

effect,andshallreportsubsequentlyeffectiveagreements,provisions,oramendmentspromptlyaftertheyarenegotiated.
Contractor'sCertification:By enteringintothiscontract,theContractor(and
officialsthereof)certifiesthatneitherit(norheorshe)noranypersonorfirmwho
hasa substantialinterestintheContractor'sfirmisa personor firmineligibletobe
awardedDistrictcontractsbyvirtueofthesanctionsimposedundersection5ofthe
Act.Nopartofthiscontractshallbesubcontractedtoanypersonorfirmineligible
forawardofa Districtcontractundersection5oftheAct.Thepenaltyformaking
falsestatementsisprescribedintheU.S.CriminalCode,18U.S.C.§1001.
Variations,tolerances,andexemptionsinvolvingemployment:Notwithstandingany
of theprovisionsinparagraphs23(c)through()ofthisclause,thefollowing
employeesmaybeemployedinaccordancewiththefollowingvariations,tolerances,
andexemptionsauthorizedbytheSecretaryofLabor.
(1){i)_InaccordancewithregulationsissuedunderSection14oftheFairLaborStandardsActof1938bytheAdministratoroftheWageandHourDivision,ESA(29CFR520,521,524,and525),apprentices,studentleamers,andworkerswhoseearningcapacityisimpairedbyageorbyphysicalormentaldeficiencyorinjury,maybeemployedatwageslowerthantheminimum.wagesotherwiserequiredbysection2(a\1)or2(b)(1)oftheServiceContractAct,withoutdiminishinganyfringebenefitsorpaymentsinlieuof
thesebenefitsrequiredundersection2(a)(2)oftheAct.

(ii)TheAdministratorwillissuecertificatesundertheActforemploying
apprentices,student-learners,handicappedpersons,orhandicappedclientsof
shelteredworkshopsnotsubjecttotheFairLaborStandardsActof 1938,or
subjecttodifferentminimumratesofpayunderthetwoacts,authorizing
appropriateratesof minimum wages, butwithoutchangingrequirements
concerningfringebenefitsorsupplementarycashpaymentsinlieuofthesebenefits.
(iii)The Administratormay alsowithdraw,annul,or cancel such certificates
under 29 CFR 525 and 528.
(2)Anemployeeengagedinanoccupationinwhichtheemployeecustomarilyandregularlyreceivesmorethan$30amonthintipsshallbecreditedbytheemployeragainsttheminimumwagerequiredbysection2(a)(1)orsection2(b)(1)oftheAct,inaccordancewithregulationsin29CFR531.However,the
amountofcreditshallnotexceed40percentoftheminimumratespecifiedinsection6(a)(1)oftheFairLaborStandardsActof1938asamended.
25. Cost and PricingData:
@) Thisparagraphandparagraphs25(b)through(e)belowshallapplytocontractorsor
offerorsinregardsto:(1)anyprocurementinexcessof$100,000,(2)anycontract
awardedthroughcompetitivesealedproposals,(3)anycontractawardedthrough
solesourceprocurement,or(4)anychangeorderorcontractmodification.By
enteringintothiscontractorsubmittingthisoffer,theContractororofferorcertifies
that,tothebestoftheContractor'sorofferor’sknowledgeandbelief,anycostand
SCP. 23
July2010
(b)
©
@
©
o

pricingdatasubmittedwasaccurate,completeandcurrentasofthedatespecifiedinthe contract or offer.
Unlessotherwiseprovidedinthesolicitation,theofferororContractorshall,beforeenteringintoanycontractawardedthroughcompetitivesealedproposalsorthroughsolesourceprocurementorbeforenegotiatinganypriceadjustmentspursuanttoachangeorderormodification,submitcostorpricingdataandcertificationthat,tothebestoftheContractor’sknowledgeandbelief,thecostorpricingdatasubmitted
wasaccurate,complete,andcurrentasofthedateofawardofthiscontractorasofthedateofnegotiationofthechangeorderormodification.
Ifanyprice,includingprofitorfee,negotiatedinconnectionwiththiscontract,or
any costreimbursableunder thiscontract,was increasedby any significantamount
because(1)theContractororasubcontractorfurnishedcostorpricingdatathat
werenotcomplete,accurate,andcurrentascertifiedbytheContractor,(2)a
subcontractororprospectivesubcontractorfurnishedtheContractorcostorpricing,
datathatwere notcomplete,accurate,and currentas certifiedby theContractor,or
(3)anyofthesepartiesfurnisheddataofany descriptionthatwerenotaccurate,the
priceor costshallbe reducedaccordinglyand thecontractshallbe modifiedto
reflectthereduction.
Anyreductioninthecontractpriceunderparagraph25(c)aboveduetodefective
datafrom a prospectivesubcontractorthatwas not subsequentlyawarded,the
subcontractshallbe limitedto theamount, plusapplicableoverheadand profit
markup, by which (1)theactualsubcontractor (2)theactualcostto theContractor,
iftherewasnosubcontract,waslessthantheprospectivesubcontractcostestimate
submittedby theContractor;providedthattheactualsubcontractpricewas notitself
affectedbydefectivecostorpricingdata.
Costorpricingdataincludesallfactsasofthetimeofpriceagreementthatprudentbuyersandsellerswouldreasonablyexpecttoaffectpricenegotiationssignificantly.
Costorpricingdataarefactual,notjudgmental,andarethereforeverifiable.WhiletheydonotindicatetheaccuracyoftheprospectiveContractor'sjudgmentaboutestimatedfuturecostsorprojections,costorpricingdatadoincludethedataformingthebasisforthatjudgment.Costorpricingdataaremorethanhistoricalaccountingdata;theyareallthefactsthatcanbereasonablyexpectedtocontributetothesoundnessofestimatesoffuturecostsandtothevalidityofdeterminationsofcostsalreadyincurred.
The followingspecificinformationshouldbe includedas costor pricingdata,as
applicable:
(1) Vendorquotations;
(2) Nonreeurringcosts;
(3) Informationonchangesinproductionmethodsorpurchasingvolume;
(4) Datasupportingprojectionsofbusinessprospectsandobjectivesandrelated
operationscosts;
(5) Unit—costtrendssuchasthoseassociatedwithlaborefficiency;
(6) Makeorbuydecisions;
(7) Estimatedresourcesto attainbusinessgoals;
(8) Informationon management decisionsthatcouldhave asignificantbearing
oncosts.
SCP.24
July2010
@)

Iftheofferororcontractorisrequiredbylawtosubmitcostorpricingdatainconnection
with pricingthiscontractor any change orderor modificationofthiscontract,the
ContractingOfficeror representativesof theContractingOfficershallhave therightto
examineallbooks,records,documentsandotherdataoftheContractor(including
‘computationsandprojections)relatedtonegotiating,pricing,orperformingthecontract,
changeorderormodification,inordertoevaluatetheaccuracy,completeness,and
currencyofthecostorpricingdata.Therightofexaminationshallextendtoall
documentsnecessarytopermitadequateevaluationofthecostorpricingdatasubmitted,
alongwiththecomputationsandprojectionsused.Contractorshallmakeavailableatits
officeatallreasonabletimesthematerialsdescribedabove forexamination,audit,or
reproductionuntilthreeyearsafterthelaterof
(1) finalpaymentunderthecontract;(2) finalterminationsettlement;or(3) thefinaldispositionofanyappealsunderthedisputesclauseoroflitigation
orthesettlementofclaimsarisingunderorrelatingtothecontract.
26.MultivearContracts:
(a)
(b)
27.
@)
&)
A multiyearcontractshallnotbebindingorgiverisetoanyclaimordemandagainsttheDistrictuntilapproved by the Councilofthe Districtof Columbia and signed by the CO.
Iffundsarenotappropriatedorotherwisemadeavailableforthecontinuedperformanceina
subsequentyearofa multiyearcontract,thecontractforthesubsequentyearshallbe
terminated,eitherautomaticallyorinaccordancewiththeterminationclauseofthe contract.
Unlessotherwiseprovidedforinthecontract,theeffectofterminationistodischargeboth
theDistrictandtheContractorfrom futureperformanceofthe contract,butnotfromthe
existingobligations.TheContractorshallbereimbursedforthereasonablevalueofany
non-recurringcostsincurredbutnotamortizedinthepriceofthe suppliesorservices
deliveredunder thecontract.
pf tractsfor ji i d Violations:
TheDistrictmayterminatewithoutliabilityanycontractandmaydeductfromthecontractpriceorotherwiserecoverthefullamountofanyfee,commission,percentage,gifl,orconsiderationpaidif:
(1) TheContractorhasbeenconvictedofacrimearisingoutoforinconnectionwiththeprocurementofanyworktobedoneoranypaymenttobemadeunderthecontract;or
(2) Therehasbeenanybreachorviolationof.
(A)AnyprovisionoftheProcurementPracticesActof1985,asamended,or(B)Thecontractprovisionagainstcontingentfees.
Ifacontractisterminatedpursuanttothissection,theContractor:
(1) Maybepaidonlytheactualcostsoftheworkperformedtothedateoftermination,plusterminationcosts,ifany;and
(2) Shallrefundallprofitsor fixedfeesrealizedunder theContract.
SCP.25
July2010
©
28. Invoi
(a)
(b)
©
@
©
29,
@

Therightsandremediescontainedinthisareinadditiontoanyotherrightorremedyprovidedbylaw,andtheexerciseofanyofthemisnotawaiverofanyotherrightorremedyprovidedbylaw.
ent:
TheDistrictwillmakepaymentstotheContractor,uponthesubmissionofproper
invoices,atthepricesstipulatedinthiscontract,forsuppliesdeliveredandaccepted
orservicesperformedandaccepted,lessanydiscounts,allowancesoradjustments
providedforinthiscontract.
TheDistrictwillpaytheContractoronorbeforethe30”dayafterreceivinga properinvoicefromtheContractor.
‘Toconstitutea properinvoice,theContractorshallsubmitthefollowinginformationon the
invoice:
(1) Contractor’sname,federaltaxIDandinvoicedate(dateinvoicesasofthedateof
mailingortransmittal);
(2) Contractnumberandinvoicenumber;
G) Description,price,quantityandthedate(s)thatthesuppliesorserviceswere
deliveredorperformed;
(4) Other supportingdocumentationor information,as requiredby theContracting
Officer;
(5) Name,title,telephonenumberandcompletemailingaddressoftheresponsible
officialto whom payment istobe sent;
(6) Name,title,phonenumberofpersonpreparingtheinvoice;
(7) Name,title,phonenumberandmailingaddressofperson(ifdifferentfromthe
personidentifiedin28(c)(6)above)tobenotifiedintheeventofa defective
invoice;and
(8) Authorizedsignature.
Forcontractssubjecttothe51%DistrictResidentsNewHiresRequirementsandFirstSourceEmploymentAgreementrequirements,finalrequestforpaymentmustbeaccompaniedbythereportorawaiverofcompliancerequiredinparagraph35(e)ofclause3551%DistrictResidentsNewHiresRequirementsandFirstSourceEmploymentAgreement.

‘Nofinalpayment shallbe made totheContractoruntiltheagency CFO has receivedthe
ContractingOfficer’sfinaldeterminationorapprovalofwaiveroftheContractor’s
compliancewith 51% DistrictResidentsNew HiresRequirementsand FirstSource
EmploymentAgreementrequirements.
ent tractPayments:
Inaccordancewith27DCMR 3250,theContractormayassigntoabank,trustcompany,or
otherfinancinginstitutionfundsdueortobecome dueasaresultofthe performanceofthis
contract.
SCP.26

July2010
(6) Anyassignmentshallcoverallunpaidamountspayableunderthiscontract,andshallnotbemade tomorethanoneparty.
(c) Notwithstandingan assignmentof contractpayments,theContractor,nottheassignee,is
requiredtoprepareinvoices.Wheresuchanassignmenthasbeenmade,theoriginalcopyof
theinvoicemust refertotheassignmentandmust show thatpaymentofthe invoiceistobe
made directlytotheassigneeas follows:
“Pursuanttotheinstrumentofassignmentdated make paymentofthis invoiceto
(name andaddressofassignee.”
30.The Quick Payment Act:
(a)_ InterestPenaltiestoContractors
(1) The Districtwillpay interestpenaltieson amounts due totheContractorundertheQuick
PaymentAct,D.C.OfficialCode§2-221.01efseq.,fortheperiodbeginningonthedayafter
therequiredpayment dateand endingon thedateon which payment of theamount ismade.
Interestshallbe calculatedattherate of 1% per month.No interestpenaltyshallbe paid if
paymentforthecompleteddeliveryoftheitemofpropertyorserviceismadeonorbefore:
(a) the3"dayaftertherequiredpaymentdateformeatorameatproduct;
(b) the5"dayaftertherequiredpaymentdateforanagriculturalcommodity;or
(©) the15"dayaftertherequiredpaymentdateforanyotheritem.
(2)Anyamountofaninterestpenaltywhichremainsunpaidattheendofany30-dayperiodshallbeaddedtotheprincipalamountofthedebtandthereafterinterestpenaltiesshallaccrueontheaddedamount.
(b) PaymentstoSubcontractors
(1)TheContractormusttakeoneofthefollowingactionswithinseven(7)daysofreceiptof
anyamountpaidtotheContractorbytheDistrictforworkperformedbyanysubcontractor
underthiscontract:
(a) Pay thesubcontractorfortheproportionateshareofthetotalpaymentreceivedfrom
theDistrictthatisattributabletothesubcontractorforwork performedunder the
contract;or
(b) NotifytheDistrictandthesubcontractor,inwriting,oftheContractor’sintentionto
withholdallorpartofthesubcontractor’spaymentandstatethereasonforthe
nonpayment.
(2)TheContractormustpayanysubcontractororsupplierinterestpenaltiesonamountsduetothesubcontractororsupplierbeginningonthedayafterthepaymentisdueandendingonthedateonwhichthepaymentismade,Interestshallbecalculatedattherateof1%permonth.Nointerestpenaltyshallbepaidonthefollowingifpaymentforthecompleteddeliveryoftheitemofpropertyorserviceismadeonorbefore:
(a) the3"dayaftertherequiredpaymentdateformeatorameatproduct;
(b)theS"dayaftertherequiredpaysnentdateforanagriculturalcommodity;or(©)the15"dayaftertherequiredpaymentdateforanyotheritem.
SCP.27
July2010
©

(3)AnyamountofaninterestpenaltywhichremainsunpaidbytheContractorattheendofany30-dayperiodshallbeaddedtotheprincipalamountofthedebttothesubcontractorandthereafterinterestpenaltiesshallaccrueontheaddedamount,
(4)A disputebetween theContractorand subcontractorrelatingtotheamounts or entitlementof
asubcontractortoapaymentoralatepaymentinterestpenaltyundertheQuickPaymentActdoesnotconstituteadisputetowhichtheDistrictofColumbiaisaparty.TheDistrictofColumbiamaynotbeinterpleadedinanyjudicialoradministrativeproceedinginvolvingsuchadispute.

Subcontractrequirements
‘TheContractorshallincludeineach subcontractunderthiscontracta provision
requiringthesubcontractortoincludeinitscontractwithanylower-tier
subcontractororsupplierthepaymentandinterestclausesrequiredunder
paragraphs(1)and(2)ofD.C.OfficialCode§2-221.02(4).
31. Authorized Changes by the Contracting Officer(CO):
@
(b)
©
‘TheCO istheonlypersonauthorizedtoapprovechangesinanyoftherequirementsofthiscontract.
‘TheContractorshallnotcomplywithanyorder,directiveorrequestthatchangesormodifies the requirements of thiscontract,unless issued inwritingand signed by the CO.
IntheeventtheContractoreffectsanychangeattheinstructionorrequestofanypersonotherthantheCO,thechangewillbeconsideredtohavebeenmadewithoutauthorityandno adjustment willbe made in the contractpriceto cover any costincreaseincurredas a
resultthereof.
32. ContractAdministrator(CA):
(@) The CA isresponsiblefor generaladministrationof the contractand advisingthe CO as to
theContractor’scomplianceornoncompliancewiththecontract.TheCAhastheresponsibilityofensuringtheworkconformstotherequirementsofthecontractandsuchotherresponsibilitiesandauthoritiesasmaybespecifiedinthecontract.Theseinclude:
(1) KeepingtheCOfullyinformedofanytechnicalorcontractualdifficultiesencounteredduringtheperformanceperiodandadvisingtheCOofanypotentialproblemareasunderthecontract;
(2) CoordinatingsiteentryforContractorpersonnel,ifapplicable;
(3) ReviewinginvoicesforcompletedworkandrecommendingapprovalbytheCO if
theContractor’scostsareconsistentwith thenegotiatedamounts and progressis
satisfactoryandcommensuratewiththerateofexpenditure;
SCP.28

July2010
(4) Reviewingandapprovinginvoicesfordeliverablestoensurereceiptofgoodsandservices.ThisincludesthetimelyprocessingofinvoicesandvouchersinaccordancewiththeDistrict’spaymentprovisions;and
(5) Maintainingafilethatincludesallcontractcorrespondence,modifications,recordsofinspections(site,data,equipment)andinvoiceorvouchers.
(b) TheCA shallNOThavetheauthorityto:
(1) Award,agreeto,orsignanycontract,deliveryorderortaskorder.OnlytheCO shallmakecontractualagreements,commitmentsormodifications;
(2) Grantdeviationsfromorwaiveanyofthetermsandconditionsofthecontract;
3) Increasethedollarlimitofthecontractorauthorizeworkbeyondthedollarlimitofthecontract,
(4) AuthorizetheexpenditureoffundsbytheContractor;
(5) Changetheperiodofperformance;or
(6) AuthorizetheuseofDistrictproperty,exceptasspecifiedunderthecontract,
(©) TheContractorwillbefullyresponsibleforanychangesnotauthorizedinadvance,inwriting,bytheCO;maybedeniedcompensationorotherreliefforanyadditionalworkperformedthatisnotsoauthorized;andmayalsoberequired,atnoadditionalcosttotheDistrict,totakeallcorrectiveactionnecessitatedbyreasonoftheunauthorizedchanges.
33. Publicity:
The Contractorshallatalltimes obtainthe priorwrittenapproval frointhe CO before it,any of itsofficers,
agents,employeesorsubcontractors,eitherduringorafterexpirationorterminationofthecontract,makeanystatement,orissueanymaterial,forpublicationthroughanymediumofcommunication,bearingonthework performed or datacollectedunder thiscontract.
34. Freedomof InformationAct:
TheDistrictofColumbiaFreedomofInformationAct,atD.C.OfficialCode§2-532(a-3),requiresthe
Districttomakeavailableforinspectionandcopyinganyrecordproducedorcollectedpursuanttoa
Districtcontractwitha privatecontractortoperform a publicfunction,tothesame extentas iftherecord
weremaintainedby theagencyonwhosebehalfthe contractismade. IftheContractorreceivesa request
forsuchinformation,theContractorshallimmediatelysendtherequesttotheCA whowillprovidetherequesttotheFOIAOfficerfortheagencywithprogrammaticresponsibilityinaccordancewiththeD.C.
FreedomofInformationAct.Iftheagencywithprogrammaticresponsibilityreceivesarequestfora record
maintainedby theContractorpursuanttothecontract,theCA willforwarda copy totheContractor.In
eitherevent,theContractorisrequiredbylawtoprovideallresponsiverecordstotheCA withinthe
timeframedesignatedbytheCA.TheFOIAOfficerfortheagencywithprogrammaticresponsibilitywill
determinethereleasabilityof the records.The DistrictwillreimbursetheContractorforthecostsof
searchingandcopyingtherecordsinaccordancewithD.C.OfficialCode§2-532andChapter4ofTitle1
oftheD.C.MunicipalRegulations.

SCP.29
July2010

35. 51% DistrictResidentsNew Hires Requirements and FirstSource Employment Agreement:
(@)
)
©)
@)
©
@
‘TheContractorshallcomplywiththeFirstSourceEmploymentAgreementActof1984,asamended, D.C. OfficialCode §2-219.01 etseq.(“FirstSource Act”).
‘TheContractorshallenterintoand maintain,during the term of the contract,a FirstSource
EmploymentAgreementwithDOES,inwhichtheContractorshallagreethat:
(1) ThefirstsourceforfindingemployeestofillalljobscreatedinordertoperformthiscontractshallbetheDOES;and
(2) ThefirstsourceforfindingemployeestofillanyvacancyoccurringinalljobscoveredbytheFirstSourceEmploymentAgreementshallbetheFirstSourceRegister.
‘TheContractorshallsubmittoDOES, no laterthanthe10"ofeach month following
executionofthe contract,a FirstSource Agreement ContractCompliance Report(“contract
compliancereport”)toverifyitscompliancewith theFirstSource Agreementforthe
precedingmonth.Thecontractcompliancereportforthecontractshallincludethe:
(1)Numberofemployeesneeded;(2)Numberofcurrentemployeestransferred;(3)Numberofnewjobopeningscreated;(4)NumberofjobopeningslistedwithDOES;(5)TotalnumberofallDistrictresidentshiredforthereportingperiodandthecumulative
totalnumberofDistrictresidentshired;and(6 Totalnumberofallemployeeshiredforthereportingperiodandthecumulativetotalnumberofemployeeshired,including:(a)Name;(b)Socialsecuritynumber;(©)Jobtitle;
(d)Hiredate;(c)Residence;and(f)Referralsourceforallnewhires.
Ifthe contractamountisequaltoorgreaterthan$100,000,theContractoragreesthat51%
ofthe new employeeshiredforthecontractshallbe Districtresidents.
With thesubmissionof the Contractor'sfinalrequestforpayment from theDistrict,the
‘Contractorshall:
(1)DocumentinareporttotheCOitscompliancewithsection35(4)ofthisclause;or
(2)SubmitarequesttotheCOforawaiverofcompliancewithsection35(d)ofthisclauseandincludethefollowingdocumentation:
(a) Materialsupportinga good faithefforttocomply;
(b)ReferralsprovidedbyDOES andotherreferralsources;
(c)AdvertisementofjobopeningslistedwithDOES andotherreferralsources;and
(@)Anydocumentationsupportingthewaiverrequestpursuanttosection35(f)of
thisclause.
‘TheCO maywaivetheprovisionsofsection35(4)ofthisclauseiftheCO findsthat:
(1)A goodfaithefforttocomplyisdemonstratedbytheContractor;SCP. 30

July2010
(2)TheContractorislocatedoutsidetheWashingtonStandardMetropolitanStatisticalAreaandnoneofthecontractworkisperformedinsidetheWashingtonStandardMetropolitanStatisticalAreawhichincludestheDistrictofColumbia;theVirginiaCitiesofAlexandria,FallsChurch,Manassas,ManassasPark,Fairfax,and
Fredericksburg,theVirginiaCountiesofFairfax,Arlington,PrinceWilliam,Loudoun,Stafford,Clarke,Warren,Fauquier,Culpeper,Spotsylvania,andKingGeorge;theMarylandCountiesofMontgomery,PrinceGeorges,Charles,Frederick,andCalvert;and
theWestVirginiaCountiesofBerkeleyandJefferson.
(3)TheContractorentersintoaspecialworkforcedevelopmenttrainingorplacementarrangementwithDOES;or
(4)DOES certifiesthatthereare insufficientnumbers of Districtresidentsinthe labor
marketpossessingtheskillsrequiredbythepositionscreatedasaresultofthecontract.
(g) Upon receiptofthecontractor'sfinalpaymentrequestandrelateddocumentationpursuant
tosections35(e)and35(f)ofthisclause,theCO shalldeterminewhethertheContractoris
incompliancewithsection35(d)orwhetherawaiverofcompliancepursuanttosection
35(f)isjustified.IftheCO determinesthattheContractorisincompliance,orthatawaiver
ofcomplianceisjustified,theCO shall,withintwobusinessdaysofmakingthe
determinationforwarda copyofthe determinationtotheagencyChiefFinancialOfficerand
theCA.
(h) WillfulbreachoftheFirstSourceEmploymentAgreement,orfailuretosubmitthereport
pursuanttosection35(e)of thisclause,or deliberatesubmissionof falsifieddata,may be
enforcedbytheCO throughimpositionofpenalties,includingmonetaryfinesof5%ofthe
totalamountofthedirectandindirectlaborcostsofthecontract.TheContractorshallmake
paymenttoDOES.TheContractormayappealtotheD.C.ContractAppealsBoardas
providedinthiscontractanydecisionoftheCO pursuanttothissection35(h)..
(i) Theprovisionsofsections35(d)through35(h)ofthisclausedonotapplytononprofitorganizations.
36. Sectis ¢Rel £1973,asamended:
‘Duringtheperformanceof the contract,theContractorand any of itssubcontractorsshallcomply
with Section504of the RehabilitationAct of 1973,as amended, This Act prohibitsdiscrimination
againstdisabledpeopleinfederallyfundedprogramsandactivities.See29U.S.C.§794etseq.
37. Americans With DisabilitiesAct of 1990 (ADA):
‘Duringtheperformanceofthis contract,theContractorandanyofitssubcontractorsshallcomply
withtheADA. The ADA makes itunlawfultodiscriminateinemployment againsta qualified
individualwitha disability.See 42 U.S.C.§12101 etseq.
38. Way to Work Amendment Act of 2006:
(a) Exceptasdescribedinsection38(h)ofthisclause,theContractorshallcomplywithTitleIoftheWaytoWorkAmendmentActof2006,effectiveJune8,2006(D.C.Law16-118,
D.C.OfficialCode§2-220.01etseq.)(“LivingWageActof2006”),forcontractsforservicesintheamountof$100,000ormoreina12-monthperiod.
SCP.31

July2010
(b)
©
@
©
©
(g)
(h)
TheContractorshallpayitsemployeesandsubcontractorswhoperformservicesunderthecontractnolessthanthecurrentlivingwagepublishedontheOCPwebsiteatwww.ocp.de.gov.
‘TheContractorshallincludeinanysubcontractfor$15,000ormoreaprovisionrequiringthesubcontractortopayitsemployeeswhoperformservicesunderthecontractnolessthanthecurrentlivingwagerate.
‘TheDOESmayadjustthelivingwageannuallyandtheOCPwillpublishthecurrentlivingwagerateonitswebsiteatwww.ocp.de,gov.
The Contractorshallprovidea copyof the Fact Sheetattachedtothecontractto each
employeeand subcontractorwho performsservicesunderthecontract.The Contractorshall
alsoposttheNoticeattachedtothecontractinaconspicuousplaceinitsplaceofbusiness.
‘TheContractorshallincludeinanysubcontractfor$15,000ormoreaprovisionrequiring
thesubcontractorto posttheNotice ina conspicuousplaceinitsplaceof business.
TheContractorshallmaintainitspayrollrecordsunderthecontractintheregularcourseofbusinessforaperiodofatleastthree(3)yearsfromthepayrolldate,andshallincludethis
requirementinitssubcontractsfor$15,000ormoreunderthecontract.
‘ThepaymentofwagesrequiredundertheLivingWageActof2006shallbeconsistentwithandsubjecttotheprovisionsofD.C.OfficialCode§32-1301efseq.
TherequirementsoftheLivingWageActof2006donotapplyto:
(1) Contractsorotheragreementsthataresubjecttohigherwageleveldeterminations
requiredbyfederallaw;
(2)_ Existingandfuturecollectivebargainingagreements,provided,thatthefuture
collectivebargainingagreementresultsintheemployeebeingpaidnolessthanthe
establishedlivingwage;
(3) Contractsforelectricity,telephone,water,sewerorotherservicesprovidedbya
regulatedutilit

(4) ContractsforservicesneededimmediatelytopreventorrespondtoadisasteroreminentthreattopublichealthorsafetydeclaredbytheMayor;
(5) Contractsorotheragreementsthatprovidetraineeswithadditionalservices
including,butnotlimitedto,casemanagementandjobreadinessservices;provided
thatthetraineesdonotreplaceemployeessubjecttotheLivingWageActof2006;
(6)_ Anemployeeunder22yearsofageemployedduringaschoolvacationperiod,or
enrolledasafull-timestudent,asdefinedbytherespectiveinstitution,whoisinhigh
schooloratanaccreditedinstitutionofhighereducationandwhoworkslessthan25
hoursperweek;providedthatheorshedoesnotreplaceemployeessubjecttothe
LivingWageActof2006;
(7) Tenantsorretailestablishmentsthatoccupypropertyconstructedorimprovedby
receiptofgovernmentassistancefromtheDistrictofColumbia;provided,thatthe
tenantorretailestablishmentdidnotreceivedirectgovernmentassistancefromthe
District;
(8)_ Employeesofnonprofitorganizationsthatemploynotmorethan50individualsand
qualifyfortaxationexemptionpursuanttosection501(c)(3)oftheInternalRevenue
Codeof1954,approvedAugust16,1954(68AStat,163;26U.S.C.§501(cX3));
scp,32

July2010
(9) MedicaidprovideragreementsfordirectcareservicestoMedicaidrecipients,provided,thatthedirectcareserviceisnotprovidedthroughahomecareagency,acommunityresidencefacility,oragrouphomeformentallyretardedpersonsasthosetermsaredefinedinsection2oftheHealth-CareandCommunityResidenceFacility,Hospice,andHomeCareLicensureActof1983,effectiveFebruary24,1984(D.C.Law5-48;D.C.OfficialCode§44-501);and
(10)ContractsorotheragreementsbetweenmanagedcareorganizationsandtheHealthCareSafetyNetAdministrationortheMedicaidAssistanceAdministrationtoprovidehealthservices.
(The MayormayexemptacontractorfromtherequirementsoftheLivingWageActof2006,subjecttotheapprovalofCouneil,inaccordancewiththeprovisionsofSection109oftheLivingWageActof2006.
39. ContractsthatCrossFiscalYears:
Continuationofthiscontractbeyondthecurrentfiscalyeariscontingentuponfuturefiscalappropriations.
40.ConfidentialityofInformation:
TheContractorshallkeepallinformationrelatingtoanyemployeeorcustomeroftheDistrictinabsolute
confidenceand shallnot use theinformationinconnectionwithany othermatters;nor shallitdiscloseany
suchinformationtoanyotherperson,firmorcorporation,inaccordancewiththeDistrictand federallaws
governingtheconfidentialityof records.
41.Time:
Time,ifstatedina numberofdays,willincludeSaturdays,Sundaysandholidays,unlessotherwisestated
herein.
42. Rights in Data:
(2) “Data,”asusedherein,meansrecordedinformation,regardlessofformorthemediaon
whichitmay be recorded.The termincludestechnicaldataandcomputersoftware.The
termdoesnotincludeinformationincidentaltocontractadministration,suchasfinancial,
administrative,costorpricing,ormanagementinformation.
(b) Theterm“TechnicalData”,asusedherein,meansrecordedinformation,regardlessofform
orcharacteristic,ofa scientificortechnicalnature.Itmay, forexample,documentresearch,
experimental,developmentalorengineeringwork,orbeusableorusedtodefineadesignor
Processortoprocure,produce,support,maintain,oroperatematerial.The datamay be
graphicorpictorialdelineationsinmediasuchasdrawingsorphotographs,textin
specificationsorrelatedperformanceordesigntypedocumentsorcomputerprintouts.
Examplesoftechnicaldataincluderesearchandengineeringdata,engineeringdrawingsand
associatedlists,specifications,standards,processsheets,manuals,technicalreports,catalog
itemidentifications,andrelatedinformation,andcomputersoftwaredocumentation.
Technicaldatadoesnotincludecomputersoftwareorfinancial,administrative,costand
pricing,and managementdataorotherinformationincidentaltocontractadministration.
(©) Theterm“ComputerSoftware”,asusedhereinmeanscomputerprogramsandcomputer
databases.“ComputerPrograms”,asusedhereinmeansaseriesofinstructionsor
‘statementsina form acceptabletoa computer,designedto causethecomputer to executean
SCP.33,
July2010
(d)
(e)
@
(g)
operationor operations."Computer Programs" includeoperatingsystems,assemblers,
compilers,interpreters,datamanagementsystems,utilityprograms,sortmergeprograms,
andautomateddataprocessingequipmentmaintenancediagnosticprograms,aswellas
applicationsprogramssuchaspayroll,inventorycontrolandengineeringanalysisprograms.
Computerprogramsmaybeeithermachine-dependentormachine-independent,andmaybe
generalpurposeinnatureordesignedtosatisfytherequirementsofa particularuser.
‘Theterm"computerdatabases”,asusedherein,means acollectionofdatainaformcapable
ofbeingprocessedandoperatedonbyacomputer.
‘AlldatafirstproducedintheperformanceofthisContractshallbethesolepropertyofthe
District.The Contractorherebyacknowledges thatal]data,including,withoutlimitation,
computer program codes,produced by ContractorfortheDistrictunderthisContract,are
works made forhireand arethesolepropertyof theDistrict;but,totheextentany such data
maynot,byoperationof law,beworksmadeforhire,Contractorherebytransfersand
assignstotheDistricttheownershipofcopyrightinsuchworks,whetherpublishedorunpublished.The ContractoragreestogivetheDistrictallassistancereasonablynecessary
toperfectsuch rightsincluding,butnot limitedto,theworks and supportingdocumentation
and theexecutionof any instrumentrequiredtoregistercopyrights.‘TheContractoragrees
nottoassertanyrightsincommonlaworinequityinsuchdata.TheContractorshallnot
publishorreproducesuchdatainwholeorinpartorinanymannerorform,orauthorize
otherstodo so,withoutwrittenconsentoftheDistrictuntilsuchtimeastheDistrictmay
have releasedsuch datatothepublic.
‘TheDistrictwillhaverestrictedrightsindata,includingcomputersoftwareandall
accompanyingdocumentation,manualsandinstructionalmaterials,listedordescribedina
licenseoragreementmadeapartofthiscontract,whichthepartieshaveagreedwillbe
furnishedwithrestrictedrights,providedhowever,notwithstandinganycontraryprovision
inanysuchlicenseoragreement,suchrestrictedrightsshallinclude,asaminimumtheright
to:
(1) Use thecomputer softwareand allaccompanying documentationand
manuals or instructionalmaterialswiththecomputer forwhich or with which
itwasacquired,includinguseatanyDistrictinstallationtowhichthe
computermaybetransferredbytheDistrict;
(2) Usethecomputersoftwareandallaccompanyingdocumentationand
manualsorinstructionalmaterialswithabackupcomputerifthecomputerforwhichorwithwhichitwasacquiredisinoperative;
(3) Copycomputerprogramsforsafekeeping(archives)orbackuppurposes;and
modifythecomputersoftwareandallaccompanyingdocumentationand
manualsorinstructionalmaterials,orcombineitwithothersoftware,subject
totheprovisionthatthemodifiedportionsshallremain subjecttothese
restrictions.
Therestrictedrightssetforthinsection42({)ofthisclauseareofno effectunless
(1) thedataismarkedbytheContractorwiththefollowinglegend:
“RESTRICTED RIGHTS LEGEND
Use, duplication,or disclosureissubjectto restrictionsstatedinContract
No. = with (Contractor'sName)”, and
SCP. 34

July2010
(b)
wi)
@
()
oO
(m)

(2) Ifthedataiscomputersoftware,therelatedcomputersoftwaredocumentationincludesaprominentstatementoftherestrictionsapplicable
tothecomputersoftware.TheContractormaynotplaceanylegendonthecomputersoftwareindicatingrestrictionsontheDistrict'srightsinsuchsoftwareunlesstherestrictionsaresetforthinalicenseoragreementmadeapartofthecontractpriortothedeliverydateofthesoftware.FailureoftheContractortoapplyarestrictedrightslegendtosuchcomputersoftwareshallrelievetheDistrictofliabilitywithrespecttosuchunmarkedsoftware.
Inadditionto therightsgrantedinsection42(f)of thisclause,theContractorherebygrants
totheDistrictanonexclusive,paid-uplicensethroughouttheworld,ofthesamescopeas
restrictedrightssetforthinsection42(f)ofthisclause,underanycopyrightownedbythe
Contractor,inanyworkofauthorshippreparedfororacquiredbytheDistrictunderthis
contract.UnlesswrittenapprovaloftheContractingOfficerisobtained,theContractorshall
notincludeintechnicaldataorcomputersoftwarepreparedfororacquiredbytheDistrict
underthiscontractanyworksofauthorshipinwhichcopyrightisnotownedbythe
ContractorwithoutacquiringfortheDistrictanyrightsnecessarytoperfectacopyright
licenseofthescopespecifiedinthefirstsentenceofthisparagraph.
Wheneveranydata,includingcomputersoftware,aretobeobtainedfromasubcontractorunderthiscontract,theContractorshallusethisclause42,RightsinData,inthesubcontract,withoutalteration,andnootherclauseshallbeusedtoenlargeordiminishtheDistrict’sortheContractor'srightsinthatsubcontractordataorcomputersoftwarewhichisrequiredfortheDistrict.
ForallcomputersoftwarefurnishedtotheDistrictwiththerightsspecifiedinsection42(e),
theContractorshallfurnishtotheDistrict,a copyof the sourcecode withsuch rightsof the
scopespecifiedinsection42(e)ofthisclause.Forallcomputersoftwarefurnishedtothe
Districtwith therestrictedrightsspecifiedinsection42(f),theDistrict,ifthe Contractor,
eitherdirectlyorthroughasuccessororaffiliateshallceasetoprovidethemaintenanceor
warrantyservicesprovidedtheDistrictunderthiscontractoranypaid-upmaintenance
agreement,or ifContractorshouldbe declaredbankruptor insolventby a courtofcompetent
jurisdiction,shallhavetherighttoobtain,foritsownandsoleuseonly,asinglecopyofthe
thencurrentversionofthesourcecodesuppliedunderthiscontract,andasinglecopyofthe
documentationassociatedtherewith,upon paymenttothepersonincontrolofthesource
codethereasonablecostofmakingeachcopy.
TheContractorshallindemnifyandsaveandholdharmlesstheDistrict,itsofficers,agentsandemployeesactingwithinthescopeoftheirofficialdutiesagainstanyliability,includingcostsandexpenses,(i)forviolationofproprietaryrights,copyrights,orrightsofprivacy,arisingoutofthepublication,translation,reproduction,delivery,performance,useordispositionofanydatafurnishedunderthiscontract,or(ii)baseduponanydatafurnishedunderthiscontract,orbaseduponlibelousorotherunlawfulmattercontainedinsuchdata.
NothingcontainedinthisclauseshallimplyalicensetotheDistrictunderanypatent,orbe
construedasaffectingthescopeofany licenseorotherrightotherwisegrantedtothe
Districtunderanypatent.
Sections42(f),42(g),42(h),42(k)and42(1)ofthisclausearenotapplicabletomaterial
furnishedtotheContractorby theDistrictand incorporatedinthework furnishedunder
contract,providedthatsuchincorporatedmaterialisidentifiedbytheContractoratthetime
ofdeliveryofsuchwork.

SCP.35

July2010
43.OtherContractors:
The Contractorshallnotcommit orpermitany actthatwillinterferewith theperformanceof work by
anotherDistrictcontractororby any Districtemployee.
44. Subcontracts:
‘TheContractorhereundershallnotsubcontractanyoftheContractor'sworkorservicestoanysubcontractorwithoutthepriorwrittenconsentoftheCO.Anyworkorservicesosubcontractedshallbeperformedpursuanttoasubcontractagreement,whichtheDistrictwillhavetherighttoreviewandapprovepriortoitsexecutionbytheContractor.AnysuchsubcontractshallspecifythattheContractorand
thesubcontractorshallbesubjecttoeveryprovisionofthiscontract.NotwithstandinganysuchsubcontractapprovedbytheDistrict,theContractorshallremainliabletothe DistrictforallContractor'sworkandservicesrequiredhereunder.

45,SubcontractingRequirements:
(a)MandatorySubcontractingRequirements
(1) Unlessawaiverwasgranted,forallcontractsinexcessof$250,000,atleast35%ofthedollarvolumeshallbesubcontractedtocertifiedsmallbusinessenterprises;provided,however,thatthecostsofmaterials,goods,andsuppliesshallnotbecountedtowardsthe35%subcontractingrequirementunlesssuchmaterials,goodsandsuppliesarepurchasedfromcertifiedsmallbusinessenterprises.
(2)Ifthereareinsufficientqualifiedsmallbusinessenterprisestocompletelyfulfilltherequirementofsection45(a)(1)ofthisclause,thenthesubcontractingmaybesatisfiedbysubcontracting35%ofthedollarvolumetoanycertifiedbusinessenterprises;provided,however,thatallreasonableeffortsshallbemadetoensurethatqualifiedsmallbusinessenterprisesaresignificantparticipantsintheoverallsubcontractingwork.
(3) A primecontractorwhichiscertifiedasasmall,localordisadvantagedbusinessenterpriseshaltnotberequiredtocomplywiththeprovisionsofsections45(a)(1)and45(a)(2)ofthisclause.
(b)SubcontractingPlan
If the prime contractorisrequiredby law tosubcontractunder thiscontract,itmust subcontractat
least35% ofthe dollarvolumeofthis contractinaccordancewith theprovisionsof section45(a)of
thisclause.The prime contractorrespondingtothissolicitationwhich isrequiredto subcontract
shallberequiredtosubmitwithitsproposal,anotarizedstatementdetailingitssubcontractingplan.
ProposalsrespondingtothisRFPshallbedeemednonresponsiveandshallberejectediftheofferor
isrequiredtosubcontract,butfailstosubmita subcontractingplanwithitsproposal.Once theplan
isapprovedbytheCO,changestotheplanwillonlyoccurwiththepriorwrittenapprovalofthe
CO andtheDirectorofDSLBD. Each subcontractingplanshallincludethefollowing:
(1) A descriptionofthegoodsandservicestobeprovidedbySBEsor,ifinsufficientqualifiedSBEsareavailable,byanycertifiedbusinessenterprises;
(2) A statementofthedollarvalueofthebidthatpertainstothesubcontractstobe
performedbytheSBEsor,if insufficientqualifiedSBEsareavailable,byany
certifiedbusinessenterprises;

SCP.36
July2010
@)
@)
©)
(6)
@
@)
oO
ThenamesandaddressesofallproposedsubcontractorswhoareSBEsor,ifinsufficientSBEsareavailable,whoarecertifiedbusinessenterprises;
Thenameoftheindividualemployedbytheprimecontractorwhowilladministerthesubcontractingplan,andadescriptionofthedutiesoftheindividual;
A descriptionofthe effortsthe prime contractorwillmake to ensure thatSBEs, or,if
insufficientSBEs are available,thatcertifiedbusinessenterpriseswillhave an
equitableopportunitytocompeteforsubcontracts;
Inallsubcontractsthatofferfurthersubcontractingopportunities,assurancesthatthe
primecontractorwillincludea statement,approvedby thecontractingofficer,that
thesubcontractorwilladoptasubcontractingplansimilartothesubcontractingplan
requiredby thecontract;
Assurancesthattheprimecontractorwillcooperateinanystudiesorsurveysthatmayberequiredbythecontractingofficer,andsubmitperiodicreports,asrequestedbythecontractingofficer,toallowtheDistricttodeterminetheextentofcompliancebytheprimecontractorwiththesubcontractingplan;
Alist of the typeof recordsthe prime contractorwillmaintain to demonstrate
proceduresadoptedtocomplywiththerequirementssetforthinthesubcontractingplan,andassurancesthattheprimecontractorwillmakesuchrecordsavailableforreviewupontheDistrict’srequest;and
A descriptionoftheprimecontractor'srecentefforttolocateSBEs or,ifinsufficient
SBEsareavailable,certifiedbusinessenterprises,andtoawardsubcontractstothem.
(©)SubcontractingPlanComplianceReporting.
IftheContractorhasanapprovedsubcontractingplanrequiredbylawunderthiscontract,theContractorshallsubmittotheCOandtheDirectorofDSLBD,nolaterthanthe21*ofeachmonthfollowingexecutionofthecontract,aSubcontractingPlanComplianceReporttoverifyitscompliancewiththesubcontractingrequirementsfortheprecedingmonth.‘Themonthlysubcontractingplancompliancereportshallincludethefollowinginformation:
ay
@
8)
4)
)
©
”
The dollaramountofthecontractorprocurement;
Abriefdescriptionofthegoodsprocuredortheservicescontractedfor;
Thenameofthebusinessenterprisefromwhichthegoodswereprocuredorservices
contracted;
Whetherthesubcontractorstothecontractarecurrentlycertifiedbusiness
enterprises;
ThedollarpercentageofthecontractawardedtoSBEs,orifinsufficientSBEs,to
othercertifiedbusinessenterprises;
A descriptionoftheactivitiestheContractorengagedin,inordertoachievethesubcontractingrequirementssetforthinitsplan;and
‘AdescriptionofanychangestotheactivitiestheContractorintendstomakebythe
nextmonth toachievetherequirementssetforthinitsplan.
(d)Enforcementand PenaltiesforBreach ofSubcontractingPlan
qa) Ifduringtheperformanceofthiscontract,theContractorfailstocomply with its
approvedsubcontractingplan,andtheCOdeterminestheContractor'sfailuretobeaSCP.37

July2010
materialbreachof thecontract,theCO shallhave cause toterminatethecontract
under thedefaultprovisionsatclause8 Defaulthereof.
(2) Thereshallbearebuttablepresumptionthatacontractorwillfullybreachedits
approvedsubcontractingplanifthecontractor(i)failstosubmitanyrequired
monitoringor compliancereport;or (ii)submitsa monitoringor compliancereport
withtheintenttodefraud.
3) Accontractorthatisfoundtohavewillfullybreacheditsapprovedsubcontracting
planforutilizationofcertifiedbusinessenterprisesintheperformanceof acontract
shailbesubjecttotheimpositionofpenalties,includingmonetaryfinesof$15,000
or5%ofthe totalamountof thework thatthecontractorwas tosubcontractto
certifiedbusinessenterprises,whicheverisgreater,foreachsuchbreach.
46,Equal EmploymentOpportunity:
InaccordancewiththeDistrictofColumbiaAdministrativeIssuanceSystem,Mayor’sOrder85-85datedJune10,1985,theformsforcompletionoftheEqualEmploymentOpportunityInformationReportare
incorporatedinthecontract.Anawardcannotbemadetoanyofferorwhohasnotsatisfiedtheequalemployment requirements.
47.Contractsin ExcessofOneMillionsDollars:
Anycontractinexcessof$1,000,000shallnotbebindingorgiverisetoanyclaimordemandagainsttheDistrictuntilapprovedbytheCounciloftheDistrictofColumbiaandsignedbytheCO,
48.GoverningLaw:
Thiscontract,andanydisputesarisingoutoforrelatedtothiscontract,shallbegovernedby,andconstruedinaccordancewith,thelawsoftheDistrictofColumbia.
SCP. 38
Letter Contract DCCB-2023-F-0039
Attachment 4 Page 1 of 2
1. ETHICAL OBLIGATIONS AND LEGAL CONFLICTS OF INTEREST
1.1 An attorney-client relationship will exist between the District and any attorney who
performs work under the Contract, as well as between the District and the firm of any
attorney who performs work under the Contract. The D.C. Rules of Professional
Conduct (RPC) and the ethical rules of any other jurisdiction in which work is
performed are binding on the Contractor. The parties agree that the District may have
a contractual cause of action based on violation of such rules, in addition to any other
remedies available.
1.2 In addition to the prohibitions contained in the RPC and the ethical rules of any other
jurisdiction in which work is performed, the Contractor agrees that it shall recognize
that in the performance of the Contract it may receive certain information submitted
to the District government on a proprietary basis by third parties, information which
relates to potential or actual claims against the District government, or information
which relates to matters in dispute or litigation. Unless the District consents to a
particular disclosure, the Contractor shall use such information exclusively in the
performance of the Contract and shall forever hold inviolate and protect from
disclosure all such information, except disclosures required by applicable law or court
order. The Contractor also agrees that, to the extent it is permitted to disclose such
information, it will make such disclosures only to those individuals who need to know
such information in order to perform required tasks in their official capacity and will
restrict access to such information to such individuals.
1.3 Before any contractor can be retained to perform legal services under the Contract, on
behalf of the District government, the Attorney General for the District of Columbia
must review and waive all actual or potential direct and indirect conflicts of interest
pursuant to RPC 1.6, 1.7, 1.8, 1.9 and 1.10. Contractor shall provide the Attorney
General with the following: (1) a written statement that there exists no Rule 1.7(a)
direct conflict of interest regarding the work to be performed under the Contract; (2) a
written description of all actual or potential conflicts of interest regarding the work to
be performed under the Contract that require waiver pursuant to Rule 1.7(b) because
the contractor represents another client in a matter adverse to any of the following: (i)
the District government agency or instrumentality to be represented under the
Contract; (ii) the District government as a whole; or (iii) any other agency or
instrumentality of the District government (for this purpose, under D.C. Bar Legal
Ethics Committee Opinion No. 268, a representation of a private client against a
discrete government agency or instrumentality can have government-wide
implications and thus constitute a representation adverse to the government as a
whole pursuant to the RPC); and (3) a written description of all representations of
clients who are or will be adverse to the District government with regard to the work
to be performed under the Contract, whether or not such representations are related to
the matter for which the work is to be performed under the Contract.
Letter Contract DCCB-2023-F-0039
Attachment 4 Page 2 of 2
1.4 The Attorney General generally does not grant prospective conflict of interest
waivers, except in certain pro bono matters. Thus, in addition to the prohibitions
contained in the RPC and the ethical rules of any other jurisdiction in which work is
performed under the Contract, without the consent of the Attorney General, the
Contractor shall not represent any party other than the District in any disputes,
negotiations, proceedings or litigation adverse to any agency or instrumentality of the
District government or the District government as a whole, including, but not limited
to, matters related to the work to be performed under the Contract. The Contractor
shall notify the Attorney General immediately, in writing, of any potential conflicts of
interest (as defined in the RPC) that arise during the period that the Contractor is
performing work under the Contract. The Attorney General makes every attempt to
be reasonable in deciding whether or not to consent to a conflict of interest and
usually makes this decision promptly after receiving notice and sufficient information
regarding the conflict. If the Attorney General does not waive a conflict of interest,
the Contractor shall undertake immediate action to eliminate the source of any such
conflict of interest.
1.5 Before any contractor can be retained pursuant to the Contract, the Attorney General
for the District of Columbia must review all actual, direct and potential conflicts of
interest on behalf of the District government in light of D.C. Bar Rules of
Professional Conduct (“RPC”) 1.6, 1.7, 1.8, 1.9 and 1.10. Contractor shall provide
the Attorney General with written notice of all actual or potential direct and indirect
conflicts of interest in which the Contractor represents (or may represent) another
client with interests adverse to the District government agency to be represented as
well as against the District government as a whole. For this purpose, under D.C. Bar
Legal Ethics Committee Opinion No. 268, (http://app.ocp.dc.gov/pdf/DCEB-2018-R-
0001__ATTT2.pdf), a representation of a private client against a discrete government
agency can have government-wide implications and thus qualify under the RPC as
being against the government as a whole, including the individual agency that the
private firm represents. In that situation, the private firm would be required to notify
the Attorney General of the existence of a conflict under RPC 1.7 and obtain consent
to such representation and waiver of the conflict. The Attorney General makes every
attempt to be reasonable in deciding whether or not to consent to a conflict and
usually makes this decision promptly after receiving notice of the conflict.
Ethics Opinion 268
Conflict of Interest Issues Where Private Lawyers Provide Volunteer Legal
Assistance to the D.C. Corporation Counsel; Reconsideration of Opinion 92
Under the D.C. Rules of Professional Conduct, a lawyer may give volunteer legal assistance to the
D.C. Corporation Counsel and continue simultaneously to represent private clients against the City
and its agencies, as long as the requirements of Rule 1.7 are met. Under Rule 1.7(b)(1), a lawyer
who wishes to represent a private client against the same City government client that she is
representing while working for the Corporation Counsel on an unrelated matter, may do so if she
obtains the informed consent of both her private client and her City government client. Similarly,
the lawyer may agree to volunteer her services t o represent the same City government client that
she or her firm are opposing on behalf of a private client in an unrelated matter, if both clients
consent after full disclosure. Client notification and consent are not required, however, where the
lawyer is not opposing her own City government client but some other agency of the City that is not
her client.
The City government client is not always the City as a whole, but may be more narrowly defined
as one of the City’s constituent agencies. The identity of the government client for conflict of
interest purposes will be established in the first instance between the lawyer and responsible
government officials in accordance with the general precepts of client autonomy embodied in Rule
1.2. In agreeing to undertake a particular representation, the lawyer must take steps to recognize
and respect the reasonable expectation of her other clients, protected by Rule 1.7, that they will
receive a conflict-free representation.
Even if Rule 1.7(b)(1) does not apply, because the lawyer’s government client is not considered
the same government entity she is opposing on behalf of private parties, Rule 1.7(b)(2)-(4) may
require that the lawyer obtain client consent if her representation of one client will be or is likely to
be “adversely affected” by her representation of the other, or if the independence of her
professional judgment will be or is likely to be adversely affected by her responsibilities to third
parties or by her own personal interests.
Applicable Rules
• Rule 1.2 (Scope of Representation)
• Rule 1.7 (Conflict of Interest: General Rule)
Inquiry
The Committee has been asked to reconsider several conclusions of D.C. Bar Opinion 92 (1980)
(“Propriety of Private Attorneys Handling Municipal Cases on a Pro Bono Basis”). Opinion 92
examined the ethical propriety, under the D.C. Code of Professional Responsibility, of a program in
which “private attorneys acting on a pro bono basis would assist the City in managing its severely
crowded civil docket.”1 (/bar-resources/legal-ethics/opinions/opinion268.cfm#footnote1) The
Committee opined in Opinion 92 that the program would be ethically permissible as long as certain
conditions were met. The inquirer has asked the Committee to reconsider the continuing validity of
two of those conditions, given the intervening adoption in 1991 of the D.C. Rules of Professional
Conduct.2 (/bar-resources/legal-ethics/opinions/opinion268.cfm#footnote2) The two
conditions in question are as follows:
Page 1 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
1. A lawyer or firm performing volunteer representational work for the City or any of its agencies may
simultaneously represent a private party against the City or any of its agencies only with full disclosure to and
consent of both the City and the private party; and.
2. Under no circumstances may a lawyer or firm volunteer to represent a particular agency of the City government
while at the same time handling a private matter involving the same agency, or another matter that is or appears
to be “closely related,” even with client consent.
Summary of Conclusions
For reasons discussed more fully in Part I below, the Committee believes that the conclusion in
paragraph 2 above is no longer mandated under the Rules of Professional Conduct. Thus a lawyer
may represent a particular City government agency in a matter at the same time she is opposing
that agency on behalf of a private client in an unrelated matter, as long as she makes full
disclosure to and obtains the consent of both the City government agency and the private client.
See Rule 1.7(b)(1) and 1.7(c). Moreover, as explained in Part II below, we disagree with the
assumption of Opinion 92 that the entire City and all of its constituent agencies must always and
necessarily be considered the lawyer’s client for conflict of interest purposes. Thus, a lawyer may
under certain circumstances perform services for a particular City agency client without having to
notify and obtain the consent of private clients that she is representing against another City agency
that is not considered the same client. Nevertheless, even if Rule 1.7(b)(1) does not apply because
the lawyer is not opposing her own client, she may be required by Rule 1.7(b)(2)-(4) to notify and
seek the consent of one or both clients if her representation of one would substantially interfere
with her representation of the other, or if her independent judgment in either client’s behalf would
be adversely affected by her responsibilities to a third party or by her own personal interests.
Discussion
I. Prohibited Representation of Private Parties Against Particular City Agencies or in
Particular Matters
Opinion 92 imposed an absolute prohibition against a lawyer’s representing a private party against
the same particular City agency for which she is performing volunteer services, or in a matter
“closely related” to the one she is handling for the City. This absolute prohibition was derived from
the “appearance of impropriety” standard of Canon 9 rather than the “conflict of interest” rules of
Canon 5. The “appearance” standard was dropped entirely from the Rules of Professional
Conduct, and the conflict of interest rules provide that conflicts may generally be waived by the
client. See Rule 1.7(b) and (c). Under the current rules, the only conflict that cannot be relieved by
client consent is the one that arises where a lawyer seeks to take “adverse” positions on behalf of
two different clients in the same matter. See Rule 1.7(a). We therefore conclude that the absolute
prohibition on opposing one’s own City agency client set forth in paragraph 2 above is no longer
applicable.
While a conflict under Rule 1.7(b)(1) would arise if the volunteer lawyer attempted to represent a
private client against the City in one matter at the same time she (or one of her partners) was
representing the City for the Corporation Counsel in another matter, since the lawyer would in
effect be opposing her own client, that conflict could in most circumstances be cured by making full
disclosure to both affected clients and obtaining their consent. Thus, a lawyer may represent a
private party against a City government agency while simultaneously representing that same City
agency in an unrelated matter, as long as both the private client and the agency client are informed
of the existence and nature of the lawyer’s conflict and do not object to the continued
representation. See Rule 1.7(b)(1) & (c). See also Rule 1.7(b)(2)-(4). A lawyer may not, however,
represent both the City and a private client in the same matter if they are adverse to each other in
that matter, even if both clients consent. See Rule 1.7(a).
The fact that the lawyer is volunteering her services to the City, as opposed to serving under a
paid retainer, is irrelevant to these conclusions, as it is to the conclusions reached in the remainder
of this opinion.
Page 2 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
II. Conflicts of Interest Where Volunteer Services Are Performed for the City or One of Its
Agencies
We now address the holding of Opinion 92 based on the then-applicable conflict of interest rules,
described in numbered paragraph 1 above. Opinion 92 construed the conflict of interest provisions
of the former Code, derived from Canon 5, to permit a lawyer to participate in the Corporation
Counsel’s volunteer program “notwithstanding his or her involvement in other matters affecting the
City,” as long as two conditions were met: first, it must be “obvious” that the lawyer can adequately
represent “both the interests of the City and his or her other private clients;” and, second, “each
affected client must consent to the multiple representation after full disclosure.”
A. Defining the Client for Conflict of Interest Purposes
Before turning to an analysis of how the current conflict of interest rules apply in this situation, we
must deal with one important threshold issue, involving an unexamined assumption made by the
drafters of Opinion 92 about the identity of the City government client. That assumption is that the
client of the volunteer lawyer working for the Corporation Counsel is always and necessarily “the
City” as a whole rather than one or more of the City’s constituent agencies.3 (/bar-
resources/legal-ethics/opinions/opinion268.cfm#footnote3) This definition of the government
client gives the conflict rules a considerably broader application and effect than they would have if
the City government client were more narrowly defined. Under Rule 1.7(b)(1), a lawyer may not
take a position in a matter on behalf of one client that is adverse to a position taken in the same
matter by another client (not represented by her) unless she obtains consent from both clients.4
(/bar-resources/legal-ethics/opinions/opinion268.cfm#footnote4) If the client of the volunteer
lawyer is the City as a whole, as opposed to one or more of its constituent agencies, Rule 1.7(b)(1)
would require the lawyer to obtain consent to the City representation from each and every one of
the private clients that she is currently representing against the City or any of its agencies, and
from the City to each and every adverse private representation the lawyer may currently be
involved in against it or any of its agencies, without regard to whether there is any real possibility
that the substantive concerns animating the conflicts rules are implicated.5 (/bar-resources/legal-
ethics/opinions/opinion268.cfm#footnote5)
Concerned that the breadth of this definition of the City government client will effectively
discourage, if not preclude, private law firms from volunteering to assist the Corporation Counsel,
the inquirer has asked the Committee to consider whether the volunteer lawyer’s client may be
defined as a particular City agency as opposed to the City as a whole, so as to ameliorate the
sweeping requirement of notice and consent imposed by Rule 1.7(b)(1) read in the light of Opinion
92. We agree with the inquirer that the definition of the City government client contained in Opinion
92 is too broad, and that the City government client may sometimes be defined as narrowly as a
single agency. As discussed more fully below, we also believe that the identity of the City
government client depends upon a number of discrete considerations and must be decided on a
case-by-case basis.
Simply as a matter of common sense it seems apparent that the client of the volunteer lawyer
will not always be the entire City, but may sometimes be a smaller part of it. Much like a large
modern corporation, the District of Columbia government is a complex and many-faceted entity
that sometimes acts through its individual constituent parts (like the subsidiaries of a corporation)
and sometimes acts as a single entity, depending upon the particular facts and circumstances.
Sometimes a legal matter or issue is relevant only to a single City agency and is of no substantial
interest to other agencies or the City as a whole. Sometimes a matter or issue directly affects or is
otherwise significant to a number of agencies or the overall City government. In some situations
the broad set of interests at stake will be apparent at the outset; in others the broader concerns
may emerge during the course of the representation.
Whatever general principles about client identity in the government context can be drawn from
our common sense analysis of the governmental interests implicated by particular cases, at bottom
Page 3 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
the identity of the City government client (like the identity of the corporate client) is not primarily a
question of legal ethics. The identity of the government (or corporate) client for all ethical purposes
is established in the first instance between the lawyer and responsible public (or corporate) officials
in accordance with the general precepts of client autonomy embodied in Rule 1.2.6 (/bar-
resources/legal-ethics/opinions/opinion268.cfm#footnote6) Cf. ABA Formal Opinion 95-390
(“Conflicts of 6 Interest in the Corporate Family Context”) (a corporate client may specify, when
engaging a lawyer, whether or not “the corporate client expects some or all of its affiliates to be
treated as clients for purposes of Rule 1.7”).
The ethics rules provide at least one important limitation on what a lawyer can agree to with a
client under Rule 1.2, and that is her other clients’ right to be protected from conflicts of interest
under Rule 1.7. In agreeing to represent a particular government client, a lawyer must take into
account the countervailing rights of her other clients whose interests may be adversely affected by
this new representation to know of and object to it—just as she must consider the similar rights of
the new government client to know of and be able to object to any conflicting existing
representations. In working with officials who are authorized to speak for the government client to
define the scope of the representation (and hence the identity of the government client for conflict
of interest purposes), the lawyer may defer to the government client’s wishes only as long as she
is able to fulfill her basic responsibilities to her other clients under Rule 1.7, including in particular
her obligation not to take a position adverse to them on behalf of another client without their
consent. This is the basic right secured to every client by Rule 1.7(b)(1).
The lawyer may not, by agreeing to a narrow definition of the government client, seek to defeat
the reasonable expectation of her other clients, arising from and protected by Rule 1.7(b), that they
will get a conflict-free representation from their lawyer. Accordingly, the volunteer lawyer must
assure herself that the definition of the government client ultimately arrived at in discussions with
authorized government officials both recognizes and respects her private clients’ right to object
when their lawyer proposes to represent interests directly adverse to their own. Her government
client has the same right to object to any potentially conflicting private representations.
Thus, we believe that the lawyer who wishes to perform volunteer work for the Corporation
Counsel’s Office has an obligation to work with that office to develop a clear understanding of the
scope of her representation of the City, and to make certain that the agreed upon definition of the
government client is a reasonable one in light of all the facts and circumstances, including in
particular each of her clients’ right to know about, and to give or withhold consent to, her
representation of adverse interests.
Ideally, the identity of the government client should be specifically agreed upon between the
volunteer lawyer and the government officials who are authorized to speak for the client at the
outset of the representation, and committed to writing. In those instances where the identity of the
client is not clearly defined, it may be inferred from the reasonable understandings and
expectations of the lawyer and those officials. These in turn may be gleaned from such functional
considerations as the organizational structure of the City and the extent to which its constituent
parts are related in form and function, and from the facts and circumstances of the particular
matter at issue in the representation—including the general importance of the matter to the City as
a whole and to other particular components whose programs or activities are not directly involved.
There may be situations in which it can be agreed at the outset that the volunteer lawyer will
represent only a single City agency in a relatively discrete matter (e.g., a particular contract) or in a
relatively discrete category of cases (e.g., child abuse and neglect cases). In such a case, the
lawyer would be free to agree to take on a private representation in which she would be opposing
another City agency on an unrelated matter, without having to notify or obtain the consent of either
her existing government client or her new private client. That is the easiest case. Another fairly
clear case is the one in which the volunteer lawyer represents a City agency in a matter that plainly
Page 4 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
has City-wide impact or public importance, so that it can fairly be said to implicate the interests of
the City generally. In such a case, it would be unreasonable not to regard the lawyer’s client as the
City as a whole, and she therefore could not undertake a private representation against any City
agency without informing and obtaining the consent of the City and, subsequently, the private
client. There are dozens of permutations on these basic scenarios, in which the general City-wide
interest is sometimes clear and sometimes not so clear. However, the mere fact that a matter is
captioned “X v. District of Columbia” is not dispositive of the identity of the government client.
Rather, as noted previously, the answer depends upon the reasonable understanding reached
between the volunteer lawyer and responsible public officials based upon all relevant facts and
circumstances. Of course, as with all representations, the lawyer must be alert to the need to deal
with any conflicts that may arise during the course of the representation.7 (/bar-resources/legal-
ethics/opinions/opinion268.cfm#footnote7)
The Corporation Counsel—as chief legal officer for the District and controller of its
litigation—asserts that he has legal responsibility for determining the identity of the City
government client for purposes of the conflict of interest rules. The Corporation Counsel has
indicated his intention to issue guidelines for dealing with conflict issues posed by the volunteer
program, that will address the identity of the client and the circumstances in which the District will
waive any potential conflicts. We expect that these guidelines, when issued, will be useful to
volunteer lawyers not only in determining what kinds of legal assistance they may give to the
Corporation Counsel without creating a conflict with their existing private representations, but also
in determining the scope of any conflicts. The guidelines may also be useful in determining what
new private clients or matters a lawyer may subsequently take on in light of her responsibilities to
her City government client(s).
In summary, we conclude that the Rules of Professional Conduct do not identify the City
government client, and for the most part provide only general guidance for the lawyer and
responsible government officials in reaching an understanding in this regard. The one clear
limitation on the lawyer in this context derived from the ethics rules is her other clients’ reasonable
expectation that they will be allowed to object to their lawyer’s representation of interests that
would impinge upon her ability to zealously represent their own. Thus we believe that the private
lawyer who wishes to perform volunteer work for the Corporation Counsel’s office must work with
that office to develop a clear understanding of the scope of her representation of the City, and
hence the identity of the government client for conflicts purposes, and must take steps to protect all
of her clients’ right to know about and withhold consent to their lawyer’s representation of interests
that are adverse to their own.
B. Applicable Conflict of Interest Rules
Assuming that the relevant City government client has been identified, it remains to explain how
the current conflict of interest rules apply in this situation.
1. Direct Conflicts Under Rule 1.7(b)(1)
As noted, Rule 1.7(b)(1) prohibits a lawyer from taking a position on behalf of one client that is
directly adverse to a position taken by another client in the same matter (represented of course in
this matter by another lawyer) without the consent of both clients. See note 4, supra. Thus, if a
lawyer wishes to undertake a volunteer representation of a particular City agency that she or her
firm is already opposing on behalf of a private client, the lawyer may do so only if she informs both
the private client and the new City agency client of the “existence and nature of the possible
conflict and the possible adverse consequences of such representation,” and they give their
consent.8 (/bar-resources/legal-ethics/opinions/opinion268.cfm#footnote8) Rule 1.7(c)(1). The
conflicts of each lawyer in a firm are imputed to all other lawyers in the firm. Rule 1.10.
For example, if a volunteer lawyer is considering taking on a matter for the Corporation Counsel
that involves defense of a suit brought against the Mayor and/or the City Council, or a suit
Page 5 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
attacking some City-wide program or regulation (so that the client must be deemed to be the City
as a whole), the lawyer must make full disclosure to and seek consent from each of her firm’s
private clients who have matters pending against the City or any of its agencies. She must also
inform the Corporation Counsel of any conflicting private representations being pursued by her or
by other lawyers in her firm. Conversely, if a volunteer lawyer is working on a City-wide matter and
is then asked to represent a private party against the City or one of its agencies, she must inform
the Corporation Counsel and seek his consent. Consent must also be 8 obtained from the new
client.
On the other hand, Rule 1.7(b)(1) does not apply, and client notification and consent are not
required, if a lawyer is not opposing her own City government client but some other agency of the
City that is not her client. For example, if a lawyer hired to defend a program or action of a
particular City agency, such as the Housing Department, were representing only the Housing
Department in this matter, she would be required to disclose the fact of her Housing Department
representation and seek consent from those of her firm’s private clients who had matters pending
against the Housing Department or against the City as a whole.9 (/bar-resources/legal-
ethics/opinions/opinion268.cfm#footnote9) But she would not be required to disclose her
Housing Department representation to private clients who had matters pending against other
particular City agencies whose functions were unrelated to the Housing Department and that
otherwise had no interest in the issues involved in the Housing Department representation and
would be unaffected by its outcome.
Thus, in a case where a lawyer is representing the City as a whole, she is obliged to obtain the
City’s consent before opposing one of its constituent agencies, as well as the consent of any of her
private clients who have interests adverse to the City (or, of course, the particular agency she
would be representing). Similarly, if the lawyer is representing a private client against the City as a
whole, she must obtain the private client’s consent before undertaking any City government
representation, even one involving a discrete agency program with no functional or programmatic
relationship to the City-wide matter she is otherwise involved in. The only situation in which the
lawyer may cabin her conflict and avoid having to conduct a broad canvass of all clients with City-
related business is where both her public and her private representations involve discrete agency
programs with no City-wide implications.
2. Indirect Conflicts Under Rule 1.7(b)(2)-(4)
Even if Rule 1.7(b)(1) does not apply because the lawyer’s City government client is not
considered to be the same City client that she is opposing, her representation of a City agency
may still raise an “indirect” conflict of interest under subsections (2) through (4) of Rule 1.7(b) if it
“interferes in some substantial way with the representation of another” client. D.C. Bar Opinion 265
(1996) (“Positional Conflicts”). This would as a practical matter result in the same need to
determine that both clients could be adequately served, and then to make full disclosure to and
obtain the consent of “each affected client” to the multiple representation. Under Subsections (2)
and (3) of Rule 1.7(b), if the lawyer believes that her representation of the City agency “will be or is
likely to be adversely affected” by her representation of a private client, or vice versa, the lawyer
must obtain the consent of the affected client or clients. Under subsection (4), client consent must
be obtained if the lawyer believes that the independence of her professional judgment on behalf of
a client “will be or reasonably may be adversely affected” by her responsibilities to a third party or
by her own personal interests.
In contrast to the situation involving a direct conflict under Rule 1.7(b)(1), where disclosure and
informed consent are mandatory once it is apparent that the lawyer will be opposing her own client,
a lawyer has some discretion in deciding whether an indirect conflict under Rule 1.7(b)(2)-(4)
exists. Whether a particular volunteer representation will “adversely affect” the lawyer’s
representation of another client (or vice versa) depends upon the particular facts and
circumstances and is in the first instance essentially a matter for the lawyer to decide. Likewise,
Page 6 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
the existence of a conflict arising from the lawyer’s responsibilities to third parties or her own
personal interests is primarily a question of fact. The lawyer may decide that she should make
disclosure to and seek consent from one client but need not do so from the other.
The “adverse effect” inquiry under subsections (2) through (4) is primarily a functional one,
generally involving both the relative importance of the representation to the respective clients or to
their lawyers and the directness of the adverseness between them. It may require inquiry into the
nature of the issues, the amount of money at stake, and the likelihood that either client would
otherwise be substantially and foreseeably affected by the outcome of the other’s matter.
Sometimes, the “adverse effect” inquiry will also involve the particular role the volunteer lawyer is
expected to play in the matter, and the “intensity and duration” of her relationship with the lawyers
she is opposing. Cf. Formal Opinion 1996-3 of the Committee on Professional and Judicial Ethics
of The Association of the Bar of the City of New York (1996)(conflicts of interest where one lawyer
represents another lawyer).
Without attempting to exhaust the kinds of situations that would give rise to an adverse effect
under Rule 1.7(b)(2)-(4), we offer the following examples to illustrate the kinds of circumstances
that in this Committee’s view could require a lawyer to obtain consent from one or both clients
under these provisions. 1) A volunteer lawyer whose firm is handling a matter for private clients
against one City agency, and who is subsequently asked by the Corporation Counsel to defend
another City agency in a matter whose outcome will have a substantial and foreseeable impact on
the outcome of the firm’s private clients’ matter, may be required to obtain one or both clients’
consent. 2) A volunteer lawyer who represents one City agency and wishes to make certain
arguments about that agency’s authority that are inconsistent with arguments she is making on
behalf of a private client against another City agency in an unrelated matter, may be required to
obtain consent from one or both clients if the success of her arguments on behalf of one client “will,
in some foreseeable and ascertainable sense, adversely effect the lawyer’s effectiveness on behalf
of the other” client. See Opinion 265, supra. 3) A volunteer lawyer performing work for one City
agency who wishes to take a leading role representing a private party in a controversial matter
involving another City agency should anticipate having to obtain consent from both clients if she
believes it likely that one representation will have an adverse effect on the independence of her
professional judgment or her credibility in the other. 4) A volunteer lawyer who works closely and
for extended periods of time with full-time Corporation Counsel lawyers, or is closely supervised by
Corporation Counsel lawyers, may find it difficult to exercise independent professional judgment in
opposing the same lawyers with whom she is working or who are supervising her, and in such a
situation she may decide that she should not accept a private representation in which she would
be opposing her colleagues, without notifying and seeking the consent of both the Corporation
Counsel and her private client.10 (/bar-resources/legal-
ethics/opinions/opinion268.cfm#footnote10)
The above examples are not intended to be exhaustive, but merely to suggest the possibilities
for “indirect” conflicts to develop in the context of a volunteer program such as the one described in
Opinion 92.
Conclusion
The conclusion of Opinion 92 that, under the former Code of Professional Responsibility, a lawyer
may never oppose a City agency that she is also representing on behalf of another client in an
unrelated matter, is no longer mandated by the Rules of Professional Conduct. Under Rule 1.7(b)
(1), a lawyer may oppose her own City government client on behalf of a private client in an
unrelated matter as long as she makes clear the nature of the conflict to both clients and obtains
their consent.
Moreover, we believe that in certain limited situations a lawyer may represent a City agency
without having to notify or obtain the consent of private clients that she is representing against
Page 7 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
other discrete City agencies. Opinion 92’s apparent assumption that the client of the Corporation
Counsel lawyer is always and necessarily the City as a whole is incorrect, and in any event has no
foundation in the ethics rules. The rules contemplate that the identity of the City government client
for conflict of interest purposes will be decided on a case-by-case basis between the lawyer and
responsible government officials, taking into account the reasonable expectation of the lawyer’s
other clients that they will receive a conflict-free representation. Their decision will generally be
based on functional considerations derived from the structure and relationship of the government
entities involved and from the facts and circumstances of the particular matter at issue in the
representation. Even if the lawyer would not be opposing her own client, she may be required by
Rule 1.7(b)(2)-(4) to obtain client consent if her representation of one client would interfere in some
substantial way with her representation of the other, or if the independence of her judgment in
either client’s behalf would be compromised by her responsibilities to or interests in a third party or
by her own personal interests, including her personal and professional relationships with the
lawyers on the other side.
October 1996
1. Under the program described in Opinion 92, private law firms were encouraged to donate the
services of attorneys to assist the Corporation Counsel in a variety of legal matters, generally on a
part-time basis. This program reportedly yielded little by way of relief for the Corporation Counsel’s
Office, at least in part because of the conditions on lawyer participation (particularly the
requirement of obtaining waivers from other clients) set forth in Opinion 92. In 1992, a second and
more formal effort was made to encourage lawyers from private firms to volunteer their services to
the City, this time by granting them a special dispensation from the imputation rule. The
amendments enacted in that year to Rule 1.10 and 1.11 provided that conflicts resulting from one
lawyer’s voluntary service to the Corporation Counsel need not be imputed to all other lawyers in
her firm. See Rule 1.10(e) and Comment [19]; Rule 1.11(h) and Comments [12] and [13]. (The
1992 amendments to Rules 1.10 and 1.11 were made permanent in 1994 and extended to the
D.C. Financial Control Board in 1996). According to the commentary to Rule 1.10, this special
dispensation from the imputation rule depends upon the volunteer lawyer’s working full-time for the
Corporation Counsel (there must be a “temporary cessation” of a volunteer lawyer’s practice with
the firm, “so that during that period the lawyer’s activities which involve the practice of law are
devoted fully to assisting the Office of the Corporation Counsel”). Thus, when a private lawyer is
detailed full-time to the Corporation Counsel’s Office under the so-called “Rule 1.10 program,” her
firm will not be regarded as representing the City, and will not need to alert and obtain consent
from those of its clients who “might reasonably consider the representation of its interests to be
adversely affected” by the firm’s representation of the City. See Comment [7] to Rule 1.7. (It
follows by necessary implication that where a lawyer is volunteering for the City on a less than full-
time basis, or does not otherwise meet the requirements of a “Rule 1.10 detail,” the conflicts
resulting from her government service are imputed to all lawyers in her firm.” We understand that
the Rule 1.10 program has attracted few volunteers, and has accordingly provided no more benefit
for the Corporation Counsel’s Office than did the pre-1992 part-time details discussed in Opinion
92.
2. Amendments to the Rules issued by the D.C. Court of Appeals on October 16, 1996, make a
number of revisions to the text and commentary of Rule 1.7, none of which affect the conclusions
of this opinion. We would note, however, the extensive attention paid in new Comments [13]-[18] to
conflicts of interest where the client is a “corporation, partnership, trade organization or other
organization-type client.” While not directly applicable to situations in which the client is a
governmental entity, cf. Comment [7] to Rule 1.13, we believe this discussion may provide a useful
supplement to the discussion of conflicts under Rule 1.7(b)(2)-(4) in Part II B(2), infra.
Page 8 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
3. Opinion 92 does not say in so many words that the client of the volunteer lawyer is always and
necessarily the entire City for Canon 5 conflict of interest purposes. Nevertheless, this has been
the generally accepted interpretation of the opinion since its issuance more than 16 years ago, and
there appears to be little support in the text for a contrary position. Moreover, the fact that the
absolute bar under the “appearance” standard of Canon 9 is clearly applicable only to
representations involving particular City agencies if further evidence that the drafters of Opinion 92
intended a very broad definition of the City client for conflict of interest purposes.
4. Where a conflict arises under Rule 1.7(b)(1) because the lawyer is opposing her own client on
behalf of another client, both clients are presumed to be “potentially affected” under Rule 1.7(c)(1)
and both must therefore consent to the representation after full disclosure.
5. Opinion 92 advises a firm wishing to participate in the Corporation Counsel’s volunteer program
to “send a standardized letter to all clients identified as having present or potential future dealings
with the City, describing the program and explaining in general how the judgment of the firm’s
attorneys might or might not be affected by the firm’s participation in the program.” This suggests
an even broader application for the condition, requiring the lawyer to obtain consent from clients
with present or potential City business without regard to whether the lawyer or her firm is actually
representing the client in connection with that City business. We see no basis in the current rules
for such an expansive reading of the conflict of interest rules. Even in a case when the entire City
is considered the lawyer’s client, consent must be obtained only from clients who the lawyer is
currently representing against the City (or one of its agencies) or those who have actually asked
her so to represent them.
6. We do not regard the definition of the government client contained in Rule 1.6(i) (“the client of
the government lawyer is the agency that employs the lawyer”) as dispositive for conflict of interest
purposes. And, there is no indication that this or any other a priori definition of the government
client was intended to apply in this context in the otherwise thorough consideration of the
“government lawyer” issue by the Sims Committee in 1988. See Report by the District of Columbia
Bar Special Committee on Government Lawyers and the Model Rules of Professional Conduct
(1989).
7.The provisions of Rule 1.7(d) (1996 amendment) govern conflicts arising after the representation
commences that are “not reasonably foreseeable at the outset of a representation.” As we read
this provision, it subjects such unforeseeable late-arising conflicts to the provisions of Rule 1.7(b)
(2) through (4) only, and not to those of Rule 1.7(b)(1).
8. The government client can generally decide what information it needs or wants about the
volunteer lawyer’s potentially conflicting representations, in the context of deciding its own identity.
Thus, the process of self-definition functions for the government client as a way of consenting to
the volunteer lawyer’s conflicting private representations to which it would be entitled to object if it
chose to define its identity more broadly. In this fashion, the government client may decide that it
has no interest in knowing about any conflicts that might otherwise be imputed to the volunteer
lawyer under Rule 1.10 by virtue of representations by other lawyers in her firm.
9. Given the decision-making structure of government entities, we believe that the conflicts of the
City are necessarily attributed to its constituent parts, and that the conflicts of the constituent parts
of the City are necessarily attributed to the City as a whole—though the conflicts of one of the
City’s constituent agencies may or may not be attributed to other City agencies.
10. Because this conflict is in the nature of a personal conflict, as opposed to one derived from the
lawyer’s representation of another client, we doubt that it would be imputed to other lawyers in the
firm. See ABA Formal Opinion 96-400 (“Job Negotiations with Adverse Firm or Party”) (Rule 1.10
“cannot be construed so broadly as to require that all lawyers in a firm be presumed to share their
colleague’s personal interest in joining the opposing firm in a matter,” though each lawyer must
Page 9 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunteer...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm
individually evaluate whether his “‘responsibilities to . . . a third person’—i.e., his colleague—or his
own interest in his colleague’s interest, may materially limit the representation.”)
Page 10 of 10Ethics Opinion 268: Conflict of Interest Issues Where Private Lawyers Provide Volunte...
2/28/2019https://www.dcbar.org/bar-resources/legal-ethics/opinions/opinion268.cfm