Jeffrey Mills v. DCPS

Jeffrey Mills, the former food service director for D.C. Public Schools, filed a lawsuit this week alleging that he was fired for raising concerns about poor oversight of the schools' largest food-service vendor.

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

JEFFREY MILLS
4582 Indian Rock Terrace, NW
Washington, D.C. 20007
Plaintiff,
v.
THE DISTRICT OF COLUMBIA
John A. Wilson Building
1350 Pennsylvania Avenue, NW
Washington, D.C. 20004
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KAYA HENDERSON
4110 l3tI Place, NE
Washington, D.C. 20017
Serve: Office of the Attorney General
441 4th Street NW
Washington, DC 20001
and
ANTHONY DeGUZMAN
7925 Germantown Avenue
Philadelphia, PA 19118

Defendants.

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Case No. l:14-cv-00752
JURY TRIAL DEMANDED

COMPLAINT FOR DECLARATORY
AND MONETARY RELIEF AND JURY DEMAND
Preliminary Statement
1.

This is a civil action by Jeffrey Mills against the District of Columbia, Kaya

Henderson, and Anthony deGuzman for the deprivation of his First Amendment right to free

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speech and his Fifth Amendment right to liberty, in violation of 42 U.S.C.

§ 1983; for retaliation

in violation of the District of columbia Whistleblower Protection Act, D.C. code
and the District of Columbia False Claims Act, D.C. Code

§ 1-6 15.53,

§ 2-38 1.04; and for wrongful

termination in violation of the public policy of the District of Columbia. Mr. Mills was
terminated from his position as the Director of Food Services for the District of Columbia Public
Schools (“DCPS”) after repeatedly raising concerns about legal and contractual violations,
including fraud, waste and abuse, by food services contractor Chartwells-Thompson School
Dining Services (“Chartwells” or “the Company”), as well as DCPS’s gross mismanagement of
its food services program, which cost the District of Columbia millions of dollars.
2.

On numerous occasions between January 2010 and January 2013, Mr. Mills

reported issues of fraud, waste, and abuse to D.C. government officials, including to DCPS
Chancellor Kaya Henderson (directly and through her staff); to Mr. Mills’ direct supervisor,
Chief Operating Officer (“COO”) Anthony deGuzman; and to DCPS legal counsel. Among
other things, Mr. Mills reported that Chartwells failed to fulfill its contractual obligations to
DCPS and that it deliberately overcharged for food and withheld rebates it had received from
vendors, leading to significant monetary losses for the District. Mr. Mills also reported, and tried
to remedy, DCPS ‘S own mismanagement of the Chartwells contract, as well as the contracting
process in food services that allowed for the submission of fraudulent claims for payment by
Chartwells and which gave Chartwells unfair preference in the bidding process.
3.

Mr. Mills faced considerable pressure from Chancellor Henderson and DCPS

officials not to press these issues further, and over time, she and Mr. deGuzman reduced his
duties, publicly disparaged him, and made accusations of unethical conduct, which were found to
be meritless. Despite a clear admonition from the Chancellor’s staff that Mr. Mills was creating

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problems by attempting to hold Chartwells accountable for its contractual violations and fraud,
Mr. Mills continued to voice his concerns and attempt to remedy the harm to DCPS, its students,
and D.C. taxpayers. On January 14, 2013, DCPS terminated Ms. Mills’ employment, without
basis or explanation.
Jurisdiction and Venue
4.

This Court has jurisdiction over Plaintiff’s claims pursuant to 28 U.S.C.

§ 1331

and 1343(a), as this matter concerns a federal question. This Court has supplemental jurisdiction
over Plaintiff’s state law claims under 28 U.S.C.
5.

§ 1367(a).

Venue is proper in this judicial district under 28 U.S.C.

§ 1391(b)(l), as the

events or omissions giving rise to Plaintiff’s claims occurred in the District of Columbia.
Parties
6.

Plaintiff Jeffrey Mills is a citizen of the District of Columbia who resides at 4582

Indian Rock Terrace, NW, Washington, D.C. 20007. From January 2010 until his termination on

January 14, 2013, Mr. Mills was employed by the District of Columbia as the DCPS Director of
Food Services.
7.

Defendant District of Columbia is a municipal corporation headquartered at 1350

Pennsylvania Avenue NW, Washington, D.C. 20004, which governs Washington, D.C. pursuant
to the District of Columbia Self-Government and Governmental Reorganization Act, P.L No. 93108, 87 Stat. 774, D.C. Code

§ 1-201. DCPS is an agency of the District of Columbia

headquartered at 1200 First Street, NE, Washington, D.C. 20002. At all times relevant to this
Complaint, DCPS was the employer of Plaintiff Mills.
8.

Defendant Kaya Henderson is a resident of the District of Columbia who was at

all times relevant to this Complaint employed by DCPS, an agency of the District of Columbia

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headquartered at 1200 First Street, NE, Washington, D.C. 20002. From 2007 until October
2010, she served as Deputy Chancellor of DCPS. In October 2010, she was named Interim
Chancellor of DCPS, and was sworn in as Chancellor in June 2011. Tn her official capacity,
Chancellor Henderson is vested with final policymaking authority for DCPS, including food
services, by §5 of the District of Columbia Education Reform Act of 2007, D.C. Code

§ 38-174,

and by the delegation of authority to her from the Mayor of the District of Columbia. Chancellor
Henderson is named in this Complaint in her individual capacity.
9.

Defendant Anthony deGuzman is a resident of Pennsylvania who was at all times

relevant to this Complaint employed by the District of Columbia as Chief Operating Officer
(“COO”) of DCPS, an agency of the District of Columbia headquartered at 1200 First Street, NE,
Washington, D.C. 20002. In his official capacity, Defendant deGuzman was allowed by the
District of Columbia to exercise policymaking authority over the provision of food services in
the District of Columbia public schools. Mr. deGuzman is named in this Complaint in his
individual capacity.
Factual Allegations
10.

The District of Columbia has faced, and continues to face, longstanding

challenges with hunger, food insecurity, and obesity in its youth population. Public school food
services programs play an important role in ensuring that children receive adequate nutrition.
For many years, however, the DCPS food services program operated at a significant loss, costing
residents of the District significant money while failing to deliver nutritious meals.
11.

In 2008, in response to mounting losses in the DCPS food services program,

former DCPS Chancellor Michelle Rhee ordered the outsourcing of food services operations to
private contractors. As required by D.C. law, the DCPS Office of Food and Nutrition Services

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(“OFNS”) approved a Determination and Findings (“D&F”) for a Privatization Contract, which
showed the privatization would improve the health of students while saving the District
significant money. The goal of DCPS was to provide nutritional meals, increase participation in
school meal programs among its approximately 47,744 students, and minimize the losses that
were paid for by local funds.
12.

Chartwells is a partnership between Thompson Hospitality, LLC and Chartwells

School Dining Services, a division of Compass Group (the largest contract foodservice company
in the world). Chartwells won a one-year contract for 2008-2009 to provide food services to all
DCPS schools, with four option years lasting through Academic Year (“AY”) 2012-2013. The
contract was a cost-reimbursement contract, with a firm fixed-price component for
administrative fees and a firm fixed-unit price for management fees as required by federal
regulations.
13.

In its bid, Chartwells estimated that if DCPS did not privatize food services, local

public subsidies for food services would escalate dramatically. Chartwells guaranteed to
minimize losses of local funds and to ensure that the Company itself bore much of the risk.
Chartwells guaranteed that if losses exceeded a certain threshold for DCPS (“the guaranteed
minimized loss”), it would reimburse the District for the difference between the actual loss and
the guaranteed minimized loss (up to the total of the management and administrative fees plus $1
million). Chartwells made similar guarantees to minimize subsidies of local funds over the four
option years: AY 2009-2010; 2010-2011; 2011-2012; 2012-2013.
14.

Chartwells calculated that the contract would provide savings of 49% to 76% in

the overall budget over the course of the contract’s four option years by increasing student
participation in the meals program, increasing the number of meals served, and increasing

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federal government reimbursement. Chartwells further promised to invest $4.3 million in
foodservices infrastructure, which DCPS would pay back on an amortized basis over the course
of the contract. Across the board, Chartwells failed to perform as promised over the life of the
contract: it overbilled, over-purchased, and overstocked to the District’s detriment; failed to pass
on rebates from vendors as required; and was consequently responsible for multi-million cost
overruns each year from the inception of the contract.
Academic Year 2008-2009
15.

DCPS officials appeared to recognize that Chartwells’ performance on the

contract was problematic from the start. In late August 2008, Chancellor Rhee’s Chief of Staff,
Lisa Ruda, wrote to Chartwells President, Keith Cullinan, about “extreme disappointment in the
student meal program,” listing deficiencies such as late or incorrect food deliveries, insufficient
staff, communications problems, and overall poor food quality.
16.

Chartwells and Preferred Meal Systems, a sub-contractor, served mostly pre

packaged and highly processed food, which did little to improve student nutrition and health.
Nor did Chartwells save the District money as promised. For AY 2008-2009, Chartwells served
two million fewer meals than expected and served 23 fewer schools due to school closures, yet
DCPS faced more than double the expected net loss that Chartwells projected for that year.
17.

At the end of the base year of the contract, Mr. Mills’ predecessor, acting Director

of Food Services, Gyimah Chin, gave Chartwells’ performance an overall negative evaluation in
a formal written review. The evaluation noted: “The overall performance of this contractor
during the base year of the contract has been unsatisfactory to poor.... [T]he numerous
complaints and failures have resulted in a lack of confidence by DCPS leadership in the food

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services operations.” Despite Chartwells’ unsatisfactory performance, DCPS entered into the
first option year of the Chartwells contract for AY 2009-2010.
Academic Year 2009-2010
18.

In January 2010, Chancellor Rhee and Anthony Tata, who was then the COO for

DCPS, hired Mr. Mills to fill the long-vacant position of Director of Food Services. Mr. Mills
had a background as a successful restaurateur and food services consultant. After a brief period
consulting with DCPS and observing what he believed to be the abysmal state of school food,
Mr. Mills accepted an offer to work full-time for DCPS as its Director of Food Services. Mr.
Mills accepted the position with DCPS because he saw an opportunity to apply his expertise and
executive skills to effect positive change in the District’s food and nutrition services, and in the
health of DCPS students.
19.

At the time of his hire, Chancellor Rhee explained that she wanted Mr. Mills to

improve food quality while controlling costs. In general, as Director of Food Services, Mr. Mills
oversaw the daily operations of food services for the District’s 123 schools.
20.

Mr. Mills immediately began to try to improve the quality of school food and to

rein in costs. Among other things, Mr. Mills pushed for Chartwells to cook more meals onsite
from scratch, rather than simply reheating precooked meals; encouraged DCPS management and
the Office of Contracts and Acquisitions (“OCA” or “the Procurement Office”) to modify the
Chartwells contract to require DCPS approval of all menu items; established nutritional
standards to ensure that DCPS school food met and exceeded national nutritional standards and
complied with the United States Department of Agriculture’s National School Lunch Program
(“NSLP”); removed from school menus expensive and unhealthy items such as flavored milk,
sugary snacks, and highly processed foods; and required that 20% or more of produce be

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purchased locally

i.e., within the Mid-Atlantic region. Mr. Mills also commenced an initiative

to allow for a pilot program at 14 schools to allow either healthy portable meals (boxed meals)
for schools in transition (e.g., Wilson High School, which was in a temporary location due to
renovations) or to cook meals from scratch onsite. Mr. Mills also designed other new meal
programs to increase student participation and to ensure that low-income students received
adequate nutrition, including by establishing the largest school supper program in the country
and adding salad bars to nearly half of all schools. He took on these initiatives with a staff that
had been reduced from 44 employees when DCPS self-operated food services to just four
employees at the time of his hiring.
21.

During Mr. Mills’ tenure at DCPS, student participation in the food services

program increased from 9 million meals served during AY 2009-2010 to 11.7 million in AY
2011-2012, and reimbursements for school meals increased from $16.5 million in AY 2009-2010
to $23.7 million in AY 2011-2012. As a result, District taxpayer subsidies for food services
reduced from $1.92 per meal in 2008 to 88 cents per meal in AY 2010-2011. The District of
Columbia Council (“the Council”), local press, parents, and even those at DCPS who resisted his
reforms acknowledged Mr. Mills’ objective achievements in the quality and quantity of meals
served to DCPS students and in the overall improvements he made to DCPS food services.
22.

As Mr. Mills began implementing his food reforms in DCPS through the spring

and summer of 2010, he quickly became aware that Chartwells was not performing as promised
or expected, and was in fact costing (in some cases through fraudulent practices) the District a
significant amount of money. In looking back at Chartwells’ performance prior to his arrival, he
realized that it had failed to achieve its guaranteed minimized loss target and underperformed in
numerous areas during the base year of the contract, costing the District millions of dollars.

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Chartwells compounded the problems by failing to properly account for meals served, which led
to DCPS incurring the costs of these meals while being unable to submit the costs for federal
reimbursement. When Mr. Mills questioned Mr. Tata about these issues, Mr. Tata told him not
to look backward, but to focus on moving forward with improving food services for DCPS.
23.

As he worked on implementing his many reforms, Mr. Mills and his staff became

increasingly concerned that Chartwells inflated prices on food and non-food commodities and
failed to pass on all vendor rebates to DCPS as required. During the spring and summer of 2010,
Mr. Mills shared his concerns with DCPS officials, including Mr. Tata and officials in the
Procurement Office. Mr. Tata responded that Mr. Mills should focus on the schools and not on
“chasing down prices.” Others at DCPS, however, had taken similar notice of Chartwells’
problems.
24.

On April 27, 2010, DCPS Chief Procurement Officer Sayed El Baz sent a Notice

to Cure Performance Deficiencies (“NTC”) to Keith Cullinan, President of Chartwells School
Dining Services, and to Warren Thompson, CEO of Thompson Hospitality Services. The NTC
documented that Chartwells had overspent and underperformed on promised revenue.
Chartwells’ contract proposal had projected a cost of $28 million for 47,774 students, but actual
costs were $29.6 million for only 44,734 students. Chartwells also failed to generate projected
cash sales and reimbursements during the base year, resulting in $5 million less than projected

revenue. The April 2010 NTC also noted that Chartwells had billed DCPS for approximately $4
million of its capital investment obligation under the contract, without specific information about
spending as required. The NTC stated that “Chartwells has repeatedly refused to provide
detailed rebate, discount and credit information” in violation of the contract. The NTC also cited
multiple incidents of overstocking of food and resultant spoilage, with no financial

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reimbursement to DCPS for waste and failure to comply with contract provisions regarding
management of inventory and storage.
25.

The April 2010 NTC requested compensation for Chartwells’ overspending and

underperforming on revenue, as well performance improvements and transparency in
documentation, particularly on DCPS-eligible discounts and rebates, as well as on capital
investments. The NTC concluded by directing payment and performance by Chartwells.
26.

Chartwells responded to the NTC on May 13, 2010. While it acknowledged that

some problems existed in the execution of the contract, Chartwells claimed that it owed the
District no additional reimbursements and blamed DCPS for many of the problems that existed.
No further effort was made by executive management at DCPS to hold Chartwells accountable
or seek reimbursement.
27.

Despite Chartwells’ numerous failings, and its refusal to accept responsibility,

DCPS exercised its option to extend Chartwells’ contract for the following year.
Academic Year 2010-2011
28.

Mr. Mills was concerned about the deficiencies laid out in the April 2010 NTC

and by Chartwells’ overall nonperformance. His concerns increased significantly in June 2010
when a member of his staff, OFNS Program Coordinator Paula Reichel, spoke with a product
vendor about Chartwells’ business practices. This vendor had spoken with Foodbuy
representative Dan Wescott, who explained that Chartwells made much of its profit from “back
end” rebates from major processed food companies. (Foodbuy, another Compass Foods
company, negotiates large-scale rebates and discounts with vendors who work with Chartwells.)
Mr. Wescott explained to the vendor that this was “just how business is done,” and that Mr.
Mills’ insistence on switching to different vendors, rather than using Chartwells’ “preferred”

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vendors

i.e., those that paid rebates

was going to cause an increase in the budget Chartwells

allocated to DCPS for food. Mr. Wescott explained that any new vendor would have to “play the
game” by kicking back money to Chartwells and agreeing to submit invoices to DCPS reflecting
higher prices than actually paid by Chartwells. In short, Mr. Wescott made clear that Chartwells,
through its rebate and invoicing practices, was charging DCPS more than its actual food
expenses.
29.

Mr. Mills immediately shared the content of this conversation with his supervisor,

Mr. Tata, who once again told him to focus on the schools and not to worry about “chasing down
prices.” Mr. Tata encouraged Mr. Mills to be a “good partner” with Chartwells.
30.

On numerous occasions during the summer of 2010, Mr. Mills informed DCPS

officials, including Mr. Tata and Glorious Bazemore, Deputy Chief Procurement Officer, that
Chartwells’ main competitor, Sodexo, had settled a lawsuit in July 2010 with the New York
Office of the Attorney General for $20 million related to its rebating practices. Mr. Mills
explained that there existed wide-ranging investigations into such rebate practices within the
food services industry. The District failed to take any action to pursue a similar remedy.
31.

Chartwells continued to exhibit the same problems during AY 2010-2011 that it

had the previous year, and Mr. Mills proposed multiple cost-saving proposals to Ms. Ruda and
Chancellor Kaya Henderson, who had taken over for Chancellor Rhee. These proposals had the
potential to save DCPS millions of dollars per year. For example, Mr. Mills sought approval in
the fall of 2010 to switch 13 schools to another vendor for a savings of $2.5 million per year.
Former Chancellor Rhee approved the switch, but Chancellor Henderson refused to allow the
proposal to proceed. In the spring of 2011, Mr. Mills sought approval for Revolution Foods to
take over that year’s summer programs, which would result in a $20,000 profit rather than a

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$350,000 loss with Chartwells. Chancellor Henderson rejected the plan. In early 2011, Mills
also sought approval to switch 44 schools to Revolution Foods for an estimated savings of $5.5
million per year. Chancellor Henderson rejected this proposal as well.
32.

By March 2011, DCPS and Chartwells were engaged in a dialogue regarding cost

overruns under the contract. Chartwells argued to Chancellor Henderson that the cost overruns
were caused by DCPS switching from its “preferred vendors” to the vendors Mr. Mills insisted
on using because they provided higher quality foods. Chartwells, however, failed to account for
its failure to acknowledge or pass along rebates provided to it by its preferred vendors, or the fact
that costs per meal had actually been higher in 2008-2009, before DCPS switched to the healthier
menus implemented by Mr. Mills. Mr. Mills provided this critical information to Chancellor
Henderson, and also noted that Chartwells was not seeking out the lowest-priced products as
required by the contract.
33.

Mr. Mills ensured that Chancellor Henderson and DCPS staff understood that

competing interests were at work when Chartwells recommended or declined particular vendors.
Mr. Mills informed them that Chartwells demands rebates from all vendors, including vendors
for food, capital equipment, and contracted labor. Neither Chancellor Henderson, nor any other
DCPS official, responded to or acted on Mr. Mills’ concerns.
34.

By May 2011, DCPS had exercised its option to extend Chartwells’ contract for

the following school year, even though Mr. Mills had presented to DCPS officials other options,
including drafting a new RFP and expanding the roles of vendors D.C. Central Kitchen and
Revolution Foods, which would have saved the District significant money. In August 2011,
DCPS and Chartwells also executed a modification to the contract that limited Chartwell’s
payback obligation for AY 2010-2011 to its “earned management fee.”

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Academic Year 2011-2012
35.

Mr. Mills soon came to realize that DCPS itself

Henderson and others in senior DCPS management

including Chancellor

severely mismanaged the food service

program and contracting process, which contributed to the District’s financial losses, interfered
with students’ ability to get proper nutrition, cut into instructional time, and subjected the District
to potentially massive fines from the federal government and to lawsuits from prospective
vendors. For example, by the summer of 2011, Mr. Mills realized that DCPS was guaranteed to
lose a substantial amount of money, and that the food services program had not been budgeted
enough money to cover that loss and meet all of its contractual obligations. Mr. Mills brought
this fact up repeatedly to Chancellor Henderson and Ms. Ruda, in person and by email, asking
them either to renegotiate the Chartwells contract to allow him to bring in new vendors or obtain
additional funds from the D.C. Council so that he could make all contractually-required
payments. Despite Mr. Mills’ persistence, Chancellor Henderson and Ms. Ruda never took any
action to correct the problems.
36.

In October 2011, DCPS hired a new Chief Operating Officer, Anthony

deGuzman, to replace Mr. Tata, who had left approximately one year prior. In addition to
informing him of the many problems with Chartwells, Mr. Mills explained to Mr. deGuzman that
DCPS had given the food services program a budget that was far too small to meet its contractual
obligations. Mr. Mills and members of his staff took Mr. deGuzman, who had no prior
experience in food services, to visit four other school districts that were serving healthy food and
not losing money

which was true of the overwhelming majority of districts

to demonstrate

the advantages of improving the DCPS food service system and to show the means by which it
could be accomplished.

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37.

Mr. deGuzman initially seemed committed to improving food services and

collaborated with Mr. Mills and his team to develop a presentation to explain to District officials,
including Chancellor Henderson, how DCPS food services worked. Mr. deGuzman also
indicated to Mr. Mills that he was interested in bringing some food services in-house to save
money and have more control over quality.
38.

Mr. Mills also raised with Mr. deGuzman and Chancellor Henderson’s staff the

idea of working more with alternate vendors, such as D.C. Central Kitchen and Revolution
Foods, contractors who were servicing the pilot programs at 14 test schools at a considerably
lower cost-per-meal than Chartwells. He noted that Chartwells was losing increasingly more
money for the District each year.
39.

In or around November 2011, Mr. deGuzman told Mr. Mills that he had

approached Chancellor Henderson about bringing some food services in-house in some schools,
and that she had committed to doing so, starting with a pilot program. He asked Mr. Mills to
prepare different proposals to present to Chancellor Henderson by early 2012, with a financial
breakdown of the effects of bringing the food service program in-house to 25, 50, 75 or all DCPS
schools. Mr. deGuzman worked closely with Mr. Mills and his team to develop these proposals,
and they exchanged numerous emails about this between October 2011 and February 2012,
leading Mr. Mills to believe that DCPS management was committed to exploring the possibility
of bringing some or all of food services in-house.
40.

During the end of 2011 and the beginning of 2012, Mr. Mills repeatedly raised

concerns within DCPS that Chartwells was overstocking food (which DCPS had to pay for but
was left to rot), inflating and padding costs on its invoices, and still failing to pass along rebates

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to DCPS. He met repeatedly with Mr. deGuzman and raised these issues frequently with the
Procurement Office, including Ms. Bazemore.
41.

Specifically, Mr. Mills and his team learned from his regional managers and from

school principals that Chartwells was “stockpiling” or overstocking schools, ordering two or
three times as many perishable supplies as necessary, knowing they would go bad rather than be
used, and charging DCPS for all of it. Mr. Mills’ team reported that Chartwells filled coolers
and even hallways with produce that would inevitably go bad before it could be used. Apart
from the obvious waste, this posed a significant problem because, although the federal
government reimburses DCPS for entire school meals that are “purchased” by students, it only
does so if the food is actually used in meals served to students. Chartwells, however, received
rebates on all the food it ordered

rebates it failed to pass on to DCPS

so by “stockpiling”

foods, it increased its own revenues. Mr. Mills also noticed a significant and inexplicable
increase in the total amount of food being ordered and $1 million more in food costs even though
approximately the same amount of meals were being served as in the prior academic year. Mr.
Mills reported these problems to Mr. deGuzman on multiple occasions by email and in person.
42.

DCPS’s failure to heed Mr. Mills’ warnings regarding cost overruns ultimately

damaged his reputation. In December 2011, The Washington Post published an article stating
that the Mayor had to provide DCPS with a $20 million supplemental budget, $12 million of
which was misleadingly called “food service overruns.” Upon information and belief,
Chancellor Henderson, her staff and/or Mr. deGuzman provided this information to the
Washington Post. D.C. Councilmember Mary Cheh later investigated this issue and concluded
that Mr. Mills was not at fault, as suggested in the Post article, and that the food service

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program’s budget, as set by the Chancellor, had been inadequate for its contractual requirements.
However, the damage to Mr. Mills’ reputation had already been done.
43.

In addition, the DCPS budget referenced in the Post article and submitted to the

Council by Chancellor Henderson and her staff failed to account for the funds necessary to meet
its contractual obligations. In early 2012, Mr. deGuzman asked Mr. Mills whether an additional
$12 million (beyond what the Council had already allocated) would be sufficient, and Mr. Mills
explained that food services actually needed approximately $13 million more to meet the
contractual obligations made prior to his hiring. The Chancellor’s office requested OFNS’s
spend plan for the remainder of the year, and when Mr. Mills’ team submitted the plan
identifying $13 million needed, the Chancellor’s office responded that they needed to cut the
figure by $1 million. Mr. Mills and his team explained that such a cut was impossible, since the
funds were already committed to meet contractual obligations. Ultimately, the Chancellor’s
office submitted to the D.C. Council a budget for food services showing only $12 million

needed. This revised budget had deleted $1 million in costs that were reimbursed by a
government program, but had included the $1 million in reimbursement funds received, thereby
hiding the $1 million shortfall.
44.

In AY 2011-2012, roughly the same number of meals were served to DCPS

students as in the previous year, but Chartwells charged the District over $1 million more than
the previous year, all in the category of food cost. The increased expenditures were due
primarily to over-ordering and stockpiling of food.
45.

Between December 2011 and February 2012, Mr. Mills and his team drafted

numerous NTCs, which Ms. Bazemore sent to Chartwells, regarding many of the issues noted
above. Mr. Mills also insisted that Chartwells use the ordering and inventory software it was

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obligated by contract to use, so that Mr. Mills’ office could track any waste, fraud, or abuse, and
be able to examine individual profit and loss statements for each school. DCPS had invested
significant time and resources into making this software functional, including by hiring two
technicians and purchasing costly software licenses. Chartwells refused to use the system
properly or cure the issues Mr. Mills identified and refused to refund any money to the District.
46.

In January 2012, Mr. Mills and his team, working closely with Mr. deGuzman,

completed various proposals for AY 2012-2013 showing different scenarios for bringing food
services in-house in some or all of DCPS schools. In each scenario, DCPS would save
considerably more money than under its contract with Chartwells. Mr. deGuzman said he would
present the plans to Chancellor Henderson and the executive team. On January 12, 2012, Mr.
deGuzman emailed Mr. Mills a rough outline of a presentation for Chancellor Henderson that
provided detailed recommendations for DCPS food services, including bringing some portion of
food services in-house. Over the next week, Mr. deGuzman and Mr. Mills’ team exchanged
numerous emails regarding the presentation.
47.

On January 17, 2012, Chancellor Henderson, Mr. deGuzman and Fonda Sutton,

DCPS’s liaison with the Council, met with Councilmember Cheh and her staff about food
services. Upon information and belief, during the meeting, Chancellor Henderson agreed to
provide the Council with the plans being drafted for bringing some food services in-house. She
stated that DCPS would commit to doing something different with food services, and that the
District had numerous options, including rebidding the contract and expanding the role of the
pilot contractors. She also acknowledged that most of the profitable school districts do food
services in-house, and stated that it was a question of when, and not whether, DCPS would bring
food services in-house.

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48.

In late January 2012, Mr. Mills learned that Mr. deGuzman and Chancellor

Henderson planned to meet with Warren Thompson, CEO of Chartwells’ minority contractor
Thompson Hospitality, to discuss Chartwells’ performance on the contract. Although he was
Director of Food Services, Mr. Mills was not invited to this meeting. This was the first time that
Chancellor Henderson or any other DCPS official had excluded Mr. Mills from any meeting with
a food services contractor.
49.

On or about January 27, 2012, in advance of the meeting with Mr. Thompson, a

representative of Chartwells sent to Chancellor Henderson and Ms. Ruda a document that touted
Chartwells’ performance under its contract with DCPS. Ms. Ruda forwarded the document to
Mr. Mills, who observed that it contained numerous inaccuracies. Mr. Mills prepared talking
points responding to Chartwells’ claims for Mr. deGuzman and Chancellor Henderson to use
during their meeting with Mr. Thompson.
50.

On February 2, 2012, Chancellor Henderson and Mr. deGuzman met with Mr.

Thompson. After the meeting, Mr. deGuzman told Mr. Mills that he and Chancellor Henderson
did not use Mr. Mills’ talking points. Mr. deGuzman also said that Chartwells complained
during the meeting that Mr. Mills was too critical of Chartwells’ performance
51.

The day after the meeting with Mr. Thompson, DCPS unexpectedly announced its

decision to issue a new RFP for food services contractors. Mr. Mills had anticipated that if
DCPS chose not to renew Chartwells’ fourth option year, it would bring some food services in
house and/or expand the contracts of existing vendors such as Revolution Foods or D.C. Central
Kitchen. In the fall of 2011, Mr. Mills and his team, along with the Procurement Office, had
made clear to Mr. deGuzman that if DCPS intended to seek a new vendor to serve a significant
percentage of schools, they would need to know by December 2011 or early January 2012 at the

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latest so that they would have sufficient time to prepare the RFP and select the new vendor in
time for the start of AY 2012-2013. Mr. deGuzman had assured Mr. Mills that Chancellor
Henderson had committed not to issue a large RFP for the next school year. Nevertheless, in
early February 2012, immediately after her meeting with Mr. Thompson, Chancellor Henderson
instructed Mr. deGuzman and Mr. Mills to issue a new RFP for a private vendor within two
weeks. Issuing a major RFP within that timeframe is highly unusual and virtually impossible to
accomplish.
52.

In early February 2012, Mr. deGuzman again met with Mr. Thompson, at the

behest of Chancellor Henderson, to discuss the upcoming bidding process for a new food
services contract. Mr. Mills was once again excluded from the meeting with Mr. Thompson.
53.

After the meeting, Mr. deGuzman told Mr. Mills that he had informed Mr.

Thompson not only when the RFP would be released, but also that it would be a price-per-meal
contract rather than a cost-reimbursable contract. Mr. Mills warned Mr. deGuzman that he was
giving Chartwells an unfair and unlawful advantage. He told Mr. deGuzman that it was now
necessary to inform the other bidders, and in an effort to remedy the harm, Mr. Mills was
compelled to advise Revolution Foods and D.C. Central Kitchen, its other current food service
vendors, that an RFP was forthcoming.
54.

After their private meetings with Mr. Thompson in February 2012, the attitude of

Chancellor Henderson and Mr. deGuzman towards Chartwells’ fraudulent practices and Mr.
Mills’ efforts to hold the Company accountable changed markedly. Both Chancellor Henderson
and Mr. deGuzman were uniformly supportive of Chartwells, despite its longstanding and
serious problems, and became increasingly hostile towards Mr. Mills’ efforts to convince DCPS
to hold the Company accountable or make needed changes.

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55.

On February 9, 2012, Mr. Mills wrote to Mr. deGuzman to express his ongoing

concern with Chartwells’ stockpiling of food, and he stated that he did not believe that the NTCs
were effective in stopping the problem. Mr. Mills suggested to Mr. deGuzman that DCPS notify
the D.C. Office of the Inspector General (“OIG”). Mr. deGuzman said he would consult with
Peter Weber, a special assistant to Chancellor Henderson, but Mr. Mills heard nothing further.
Upon information and belief, DCPS executive management never contacted the OIG about the
ongoing waste, fraud and abuse by Chartwells.
56.

On February 8, 2012, in preparation for an upcoming D.C. Council hearing on the

future of DCPS food services, Councilmember Cheh’ s office sent DCPS a letter requesting
documents and information, including the proposals for bringing some or all of food services inhouse. Mr. Mills and his team prepared the responses and, as requested by Councilmember
Cheh, included the presentation Chancellor Henderson had discussed with her previously (on
which Mr. deGuzman had collaborated) regarding bringing food services in-house. On February
15, 2012, Mr. deGuzman submitted the final responses to Ms. Sutton, DCPS’s liaison with the
Council, who had also attended the January 17, 2012 meeting in which Chancellor Henderson
agreed to provide this information to the Council. Ms. Sutton sent the responses and the
presentation to Councilmember Cheh’ s office.
57.

After

receiving the documents from DCPS, Councilmember Cheh emailed

Chancellor Henderson to express her excitement at the proposals for bringing food services in
house. According to Mr. deGuzman, however, Chancellor Henderson was “pissed off” that the
plan

which Mr. deGuzman had vetted and forwarded to Ms. Sutton

had gone to

Councilmember Cheh. On February 21, 2012, Chancellor Henderson responded by email to

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Councilmember Cheh that DCPS would not be moving forward with any plan to move food
services in-house. Her email further undermined the credibility of Mr. Mills and his team.
58.

In March 2012, DCPS released the RFP. Because of the short time period

provided by Chancellor Henderson for drafting, the RFP contained errors that required more than
50 modifications over the following six months, wasting time and money and creating confusion
for potential contractors, which likely influenced them not to submit a proposal and thus reduced
competition. Indeed, while more than one dozen vendors attended the RFP launch meeting, only
a few, including the three incumbent vendors, ultimately submitted bids.
59.

Shortly thereafter, DCPS executive management chose to exclude Mr. Mills from

the panel that would decide which vendors would be awarded contracts under the newly-issued
RFP. This decision made no sense and was in fact unprecedented during Mr. Mills’ tenure.
During the 2010 RFP process and selection of pilot vendors, Mr. Tata informed Mr. Mills that as
the Food Service Director, he was the only staff member required to be on all RFP panels.
60.

Mr. Mills concluded that neither Chancellor Henderson nor Mr. deGuzman

intended to assist him in bringing Chartwells into compliance or recouping any funds for the
District. Instead of seeking to enforce the many NTCs that had been issued to Chartwells and
avoid future dealings with the Company, Chancellor Henderson and Mr. deGuzman now seemed
eager to excuse the Company’s abysmal perfonnance and were attempting to tip the 2012-20 13
RFP in Chartwells’ favor.

61.

Seeking a way to resolve the problems, Mr. Mills and his staff, in accordance with

a provision in the Chartwells contract that mandated that an audit of vendor performance be
conducted, obtained the necessary requisition. The Procurement Office selected Federal
Management Systems (“FMS”) to conduct the audit. In a memorandum dated March 23, 2012,

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which was prepared along with Mr. Mills, Joel Metlen, OFNS Manager of Contracts and
Finance, set forth the areas to be assessed in the audit: (1) determine whether prices, rebates,
discounts and allowances were consistent with the terms and conditions of the contract; (2)
determine the extent to which non-compliant meals were served; (3) examine the food inventory
system for discrepancies; (4) determine whether there were any other charges not authorized by
the contract; (5) determine whether Chartwells followed proper procedures associated with the
guaranteed minimized loss; (6) determine whether there were any major inconsistencies in
inventories of equipment; and (7) review the accuracy of the 2008 D & F to determine if
outsourcing the food services program had saved DCPS money and achieved other goals. Mr.
Mills and his staff requested that FMS provide a preliminary report by early June 2012 so that
the RFP panels would have the benefit of reviewing the audit results prior to awarding a new
contract. While it is the role of the Procurement Office to oversee contracts, Mr. Mills and his
team took the foregoing steps because the Procurement Office, and DCPS management
generally, had failed to hold Chartwells accountable over the course of its contract.
On or about April 1, 2012, Mr. Mills sent Mr. deGuzman a lengthy email about

62.

Chartwells’ deficiencies, asking what, specifically, Mr. deGuzman wanted Mr. Mills to do to
address those deficiencies. He also requested an explanation as to why he had been removed
from the RFP panel, and noted that he was surprised by Chancellor Henderson’s negative
comments about him and his staff to the D.C. Council. In a meeting on April, 4, 2012, Mr.
deGuzman insisted that any problems that existed with the food service program were caused by
Mr. Mills’ “difficult relationship with the vendors,” particularly Chartwells, and claimed that Mr.
Mills’ NTCs

which are designed to identify deficiencies

were “slanted against” the

Company. Mr. Mills noted during the meeting and in a follow-up email to Mr. deGuzman that in

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a letter to Councilmember Cheh, Chancellor Henderson had criticized the food services team for
exhibiting “significant challenges” in managing food services contracts, and Mr. Mills asked for
clarification as to what her comment meant. Mr. deGuzman responded that Mr. Mills was wrong
for “saying a lot of bad things about Chartwells” and directed Mr. Mills to appoint another
employee within OFNS to be the liaison with the Company.
63.

Despite being stripped of his ability to communicate with Chartwells directly and

being excluded from the contracting process for the new food services contracts, Mr. Mills
continued to raise concerns to DCPS officials regarding Chartwells’ waste, fraud and abuse
throughout the first half of 2012. These issues included, among other things, stockpiling, spoiled
food, rebate fraud, and improper documentation, all of which resulted in significant and
unnecessary cost to the District.
64.

In response to Mr. Mills’ persistence in raising concerns about Chartwells’ fraud,

waste and abuse, and his insistence that efforts to remedy the harm be made (efforts that were
outside of the scope of his duties and took him away from his core responsibilities), Chancellor
Henderson took several retaliatory actions in March and April 2012 that severely damaged
will continue to damage

and

Mr. Mills’ professional reputation. On March 13, 2012, Chancellor

Henderson sent a letter to the D.C. Council in which she stated that she did not have confidence
in her food team. This letter, which unfairly suggested performance or integrity issues by Mr.
Mills, the head of the food services team, was obtained and posted on the Internet by a local
blogger, injuring Mr. Mills’ professional reputation and calling into question his competence. In
an interview in April 2012, the Washington Post asked Chancellor Henderson how
Councilmember Cheh had received a copy of Mr. Mills’ plan to bring food service in-house.
Chancellor Henderson falsely implied in the interview that Mr. Mills had provided the proposal

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to Councilmember Cheh by some kind of subterfuge, thereby maligning his integrity, when in
fact Mr. deGuzman and Ms. Sutton had sent the documents.
65.

A few weeks into their investigation, the auditors at FMS told Mr. Mills that they

had already discovered egregious contract violations by Chartwells. Despite having been warned
not to criticize Chartwells, Mr. Mills alerted Mr. deGuzman to these findings immediately, and
on May 17, 2012, Mr. Metlen sent an email to Mr. deGuzman, Ms. Bazemore, and other DCPS
officials reporting the “alarming issues and deficiencies” related to Chartwells already revealed
by the auditors, which suggested that Chartwells owed the District millions of dollars..
66.

Rather than acting upon these preliminary results, Mr. deGuzman sought to delay

and unduly influence the audit, ignore its preliminary findings, and ultimately, to dilute the
results, which reflected poorly on Chartwells and on DCPS’s oversight of the contract. Mr.
deGuzman first sought to delay the audit in late May 2012 by insisting, unnecessarily, that
Revolution Foods and D.C. Central Kitchen be added to the audit, and then by refusing to
approve necessary requisitions for the expanded audit. Mr. deGuzman also made numerous
changes to the scope of work of the auditors without informing Mr. Metlen, who was the
Contracting Office Technical Representative (“COTR”) for the FMS contract. The failure to
inform the COTR of changes to the contract violated DCPS procurement rules.
67.

Mr. deGuzman also impeded the auditors’ attempts to inventory food left behind

in the schools by Chartwells, which had cost DCPS $1 million in 2012 alone. Due to its
stockpiling and over-ordering, at the close of the school year in June 2012, Chartwells left
hundreds of thousands of dollars in unused, surplus food inventory in the schools

including

many perishables it charged to DCPS and simply left to rot. Not only did Mr. deGuzman fail to
remedy the situation, Mr. Mills learned from Mr. Metlen on or about June 25, 2012, that Mr.

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deGuzman had instructed the auditors to stop inventorying the food left behind in the schools.
Mr. Mills emailed Mr. deGuzman on June 26, 2012, to protest this decision, writing:
These issues with excess inventory are a result of the over ordering of product by
Chartwells that I alerted you to in February. This mismanagement of procurement
and inventory management are the major factors contributing to the increase in
costs th is year vs last year with Chartwells. It also explains why [Chartwells]
pushed back on implementing an ordering and inventory system that would have
brought these issues to light.
It is absolutely essential that the auditors be
allowed to finish their inventories this week so that the District can recoup the
money that it is rightfully owed.
.

.

.

Mr. deGuzman did not permit the auditors to continue the inventory. Ultimately, most of
this unused food, paid for by DCPS, had to be destroyed.
68.

In addition to delaying and attempting to influence the audit, Mr. deGuzman

sought to exclude Mr. Mills and OFNS from having any role in it. In June 2012, Mr. Mills spoke
to Aubrey Stephenson, the President of FMS, to schedule a preliminary review of the audit. Mr.
Stephenson told Mr. Mills that Mr. deGuzman had forbidden him to speak with Mr. Mills. Mr.
Stephenson nevertheless informed Mr. Mills that it was imperative to “get this information out”
as soon as possible before a new contract was awarded to any vendor, explaining that everything
Mr. Mills had said about Chartwells was true.
69.

Around this time, Mr. deGuzman specifically informed Mr. Mills that it was not

his responsibility to manage food services contracts, repeatedly telling Mr. Mills during a June
2012 meeting that he was not to communicate directly with vendors and that all matters related
to the vendors should go through the COTR for the new food services contracts, Robert Jaber.
70.

Mr. Mills struggled unsuccessfully to get the audit report released before the

2012-2013 contract was awarded. He encouraged Mr. deGuzman and other DCPS officials,
including Ms. Bazemore, to allow the RFP panel to have a chance to see the audit before a
contract was awarded. Mr. deGuzman refused to sign off on the audit report or approve
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requisitions for additional components that he himself had demanded. Instead, Mr. deGuzman
took steps that delayed the release of the audit, and he forbade Mr. Mills and his team from
meeting with the auditors, even though Mr. Metlen was the COTR for the audit contract.
71.

Meanwhile, the RFP process continued to face major problems. In June 2012,

Mr. Mills learned from Mr. Metlen and Paula Reichel, OFNS Program Coordinator, that Ms.
Bazemore had instructed the dietician reviewing the menus for the RFP proposals to change the
scores for the vendors from failing to passing. Mr. Metlen and Ms. Reichel had given all of the
vendors low overall scores and originally recommended to Ms. Bazemore that DCPS not
contract with any of them. Faced with no other viable choice, the panel recommended that
DCPS enter into the final option year of the Chartwells contract and rebid the contract in January
2013. Ms. Bazemore, however, instructed them to choose one of the vendors.
72.

Mr. Mills soon learned that he had been excluded from any decision-making

regarding the food service RFP. In late June 2012, Mr. Mills received a telephone call from a
Revolution Foods representative, telling him that Revolution Foods had been awarded the food
service contracts for only three DCPS schools. As Director of Food Services, Mr. Mills had
always reviewed food service contractor bids and costs, and had been asked to give feedback on
the final recommendation and pricing. In this case, Mr. Mills was not even informed him that a
contract had been awarded. After hearing from Revolution Foods, Mr. Mills obtained and
reviewed the final contracts. He was dismayed to find that Mr. deGuzman and the Procurement
Office had granted a contract for the great majority of the schools to Chartwells, based on what
appeared to be outrageous terms. For example, under the new contract, the price per meal for the
supper meal was three times what DCPS had been paying for the previous two years and
significantly above the reimbursement available from USDA. While Mr. Mills’ duties had been

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truncated such that he no longer had the authority to participate in food service contracting
issues, Mr. Mills immediately expressed his concerns about the final contracts to Mr. deGuzman
and Ms. Bazemore, who dismissed them.
73.

Mr. Mills continued to communicate with FMS auditors throughout the summer

of 2012, and learned that they had concluded that Chartwells owed DCPS at least $8 million and
that it anticipated the number would rise as it completed the audit. Mr. Mills emailed Mr.
deGuzman on July 11, 2012, to tell him that DCPS had to release this information immediately.
Mr. deGuzman refused to do so.
74.

In July 2012, Revolution Foods complained to DCPS about the contracting

process for the RFP, noting that the Procurement Office had given the vendors a vague
instruction only two days before RFP submissions were due, telling them that they should
consider whether union labor was required and incorporate those costs into their proposals. Due
to its history with DCPS, Chartwells could easily modify its prices to include union labor on
short notice. Other potential vendors, however, could not realistically estimate those prices in
two days, but DCPS refused to give the vendors more time. In response to this and other
information, the Council delayed approval of the food service contracts. Faced with pressure
from Mr. deGuzman, the Council ultimately approved the contracts. However, the Council also
sent Chancellor Henderson a letter on August 15, 2012, expressing its strong displeasure with her
handling of the RFP process and urging her to take steps to bring food service in-house quickly.
Revolution Foods later testified before the Council about the problems with the RFP process.
75.

After the Council approved its contract, Chartwells sent the Procurement Office

many pages of major modifications it would require in order to sign the contract. Despite his
exclusion from the contracting process, and the clear message from DCPS executives that his

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input regarding Chartwells was unwelcome, Mr. Mills strongly objected and told Ms. Bazemore
that DCPS could not make major modifications post-award. Doing so would give Chartwells an
unfair advantage, as other vendors would likely have decided to bid
differently

or would have bid

had the modifications been in place pre-award. Mr. Mills and his team advised Mr.

deGuzman and Ms. Bazemore that making such modifications violated procurement laws and
could lead to lawsuits by other vendors, putting the food service program and public funds at
unnecessary risk.
76.

Rather than heed his concerns, DCPS refused to allow Mr. Mills to see the final

Chartwells contract before it was signed. He later learned that Ms. Bazemore and Mr.
deGuzman had approved many of Chartwells’ modification requests, making the Chartwells
contract more favorable than those of the other two vendors.
Academic Year 2012-2013
77.

Upon Mr. Mills’ return from a week’s vacation in late July 2012, less than a

month before the 2012-2013 school year began, Ms. Lujan, the Deputy COO, informed him that
Mr. deGuzman had issued instructions that Mr. Mills and his staff were not to communicate with
the food service vendors at all, nor to issue NTCs, further truncating the responsibilities he had
assumed during his tenure. This posed a significant problem for Mr. Mills and food services, as
prohibiting all direct communication with the vendors would impede the department’s ability to
coordinate services, and would negatively affect the opening of the schools.
78.

Around this time, Mr. Mills learned that DCPS and the Procurement Office had

significantly expanded the role of the COTR for the new food services contracts. Whereas the
COTR had previously held a more administrative or ministerial role, now the COTR served as
the primary point person with vendors and had increased oversight duties and responsibilities.

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After learning of these changes, and fearing that Mr. Jaber was not up to the task, Mr. Mills
asked Mr. deGuzman if he could be the COTR for the new contracts. Mr. deGuzman said that as
Director of Food Services, he could not. Mr. Mills then asked to install Mr. Metlen, who had a
background in government contract management, as the COTR. Mr. deGuzman reiterated that
Mr. Jaber would remain the COTR.
79.

As Mr. Mills had feared upon learning of the expanded COTR role, Mr. Jaber

badly mismanaged communication with the vendors and failed to provide Mr. Mills and his
department with accurate information necessary to prepare for school openings. Mr. Mills
reported these problems regarding Mr. Jaber in a detailed memorandum to Mr. deGuzman on
September 11, 2012, and he recommended that Mr. deGuzman replace Mr. Jaber as the COTR.
Mr. deGuzman took no action in response to Mr. Mills’ memorandum.
80.

Chartwells’ performance under the new contract, with Mr. Jaber’ s oversight,

continued to be abysmal. On the first day of school in 2012, Chartwells lacked meals or portions
of meals for 30% of its schools, and DCPS was forced to purchase and deliver over 2,000
emergency meals, which Mr. deGuzman referred to as “not a big deal.”
81.

Major problems with Chartwells’ performance persisted under the new contract

despite the obvious need for remedial action, but Mr. deGuzman and Ms. Bazemore specifically
refused to approve any NTCs or fines for Chartwells’ ongoing violations, despite Mr. Mills’
repeated requests, or to meet with him to establish a mutually agreeable system for doing so.
The serious problems Mr. Mills elevated to Mr. deGuzman, and about which he proposed to
issue NTCs and fines, included: food service delays in 20% of Chartwells’ schools which not
only cost the District money, but also interfered with instructional time and resulted in hungry
schoolchildren; Chartwells’ failure to identify rebates in the cost-reimbursable side of its new

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contract; Chartwells’ failure to credit DCPS for emergency meals DCPS had to purchase and
deliver when Chartwells repeatedly shorted deliveries during the first two weeks of AY 20122013; and the failure of Chartwells to operate numerous programs they were contractually
obligated to run, including salad bars in more than 30 schools. In addition, after DCPS learned
that Chartwells had hired a convicted sex offender to work in one of the schools it served, Mr.
Mills insisted that a NTC be issued, explaining that Chartwells was putting D.C. schoolchildren
in danger and that DCPS had to remedy the problem. Upon information and belief, no NTC was
issued, but the employee was removed from DCPS.
82.

In addition to marginalizing Mr. Mills internally, Chancellor Henderson and

others also disparaged him publicly. For example, in late September 2012, a CBS reporter
contacted Mr. Mills regarding a story about the successful transformation of food in schools. Per
protocol, Mr. Mills forwarded the reporter’s contact information to the DCPS press secretary,
who said she would speak with the reporter and get back to Mr. Mills. Several days later, Mr.
Mills learned that Chancellor Henderson’s office had instructed his colleague, Diana Bruce, who
managed DCPS ‘s contract with the school nurses, to participate in the CBS interview about
school lunches. Mr. Mills was excluded from the interview, even though Ms. Bruce had no
connection to food services, and could not answer the questions the reported intended to ask.
Ms. Bruce later informed Mr. Mills that the rumor around DCPS was that he had been fired.
83.

Not understanding the ongoing and increasing reluctance of DCPS officials to

hold Chartwells accountable and to recoup the significant funds owed to the District, Mr. Mills
attempted to demonstrate that such actions were indeed possible and should be pursued. In
September and October 2012, Mr. Mills emailed various D.C. officials, including DCPS legal
counsel, explaining that New York state had reached a settlement of $18 million based on

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Chartwells’ overcharging of the New York public schools system. While it was outside the
scope of his duties as Director of Food Services to report this conduct to DCPS legal counsel and
to suggest such a course of action, he urged DCPS to take similar steps to recoup taxpayer
money from Chartwells. Upon information and belief, the District took no such action.
84.

As the 2012-2013 school year wore on, the refusal of DCPS officials to hold

Chartwells accountable continued. For example, as a result of certain contractual modifications
to which Mr. deGuzman and Ms. Bazemore had agreed, Chartwells was invoicing DCPS
$20,000 a month to oversee DCPS’s equipment repair. Chartwells also refused to pass on to
DCPS any rebates related to the equipment, in clear contravention of the RFP and contract.
Although he had been cut out of the contracting process, Mr. Mills and his team contacted other
school districts to determine best practices for handling equipment repair, and Mr. Mills
proposed to Ms. Bazemore that DCPS contract with a separate vendor or reassume in-house
responsibility for equipment repair in order to save the District money. In late October 2012,
when Mr. Mills told Mr. deGuzman of this plan, Mr. deGuzman angrily told Mr. Mills that
DCPS would not do it, regardless of whether it saved the District money.
The prices negotiated in the 2012-2013 Chartwells contract and the post-award

85.

modifications DCPS had accepted led to very high costs in the fall of 2012. Because of these
high costs, Mr. deGuzman told Mr. Mills in November 2012 that they needed to consider cutting
the supper program (which was an important part of DCPS’s goal of providing the neediest
students with adequate nutrition) because the cost per meal
REP process

as negotiated by DCPS during the

was higher than the reimbursement rate. As he had previously advised Mr.

deGuzman, Mr. Mills said that DCPS shou1d either renegotiate the rate with Chartwells or use

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another vendor, such as Revolution Foods, whose prices for supper were much lower. Mr.
deGuzman refused to do so.
86.

Throughout the fall of 2012, Mr. Mills and his team continued to urge DCPS to

issue fines to Chartwells and to hold the vendor accountable for its legal and contractual
violations. He and his team provided to Procurement all supporting information the office
requested, but DCPS still took no action.
87.

In November 2012, Mr. Mills traveled to Phoenix, Arizona to attend the

Heartland Payment Systems (“Heartland”) National User Training Conference, for which he
accepted scholarship funds from Heartland, the vendor that provided DCPS with point-of-sale
hardware and software. Heartland had offered Mr. Mills the scholarship in part because of
OFNS’s successful implementation of Heartland systems, which under Mr. Mills’ watch had
reduced costs by several hundred thousand dollars per year. When Mr. Mills returned from the
training, DCPS legal counsel, on the advice of Mr. deGuzman, inexplicably reported him to the
D.C. Board of Ethics and Government Accountability (“BEGA”), falsely suggesting that
accepting a “scholarship” from Heartland was inappropriate, even though Mr. Mills and other
employees had previously attended this training conference and others on scholarships.
88.

Around this time in late 2012, Mr. Mills received confirmation that despite his

repeated complaints and the preliminary findings of the audit, Chartwells was continuing to use
its preferred vendors, i.e., those that paid rebates, to the detriment of DCPS. For example, Mr.
Mills and his team learned that Chartwells had, without informing DCPS, switched from serving
a fish product that Mr. Mills had approved in previous years to a lower-quality product provided
by a vendor from which Compass received larger rebates.

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89.

On December 10, 2012, as a result of the increasing hostility and unwarranted

scrutiny of his work, including the baseless BEGA charge, Mr. Mills reported by email to Ms.
Ruda that he was suffering retaliation for his attempts to ensure proper contractual compliance
and management, including his issuance of NTCs and fines. Mr. Mills reported in this email
many of the problems about which he had previously complained to DCPS officials and the
resistance he had faced in his efforts to hold vendors accountable.
90.

Soon thereafter, Mr. Mills met with Ms. Ruda to discuss his email. She asked Mr.

Mills why he wanted to be at DCPS, and said that he should go elsewhere to be a food services
director. Mr. Mills said that he had no intention of leaving. Ms. Ruda told Mr. Mills that he had
caused nothing but problems, and specifically referenced his persistent attempts to issue NTCs
and fine Chartwells.
91.

Also in December 2012, FMS delivered its original, unedited audit report to Mi.

Mills. The audit’s conclusions were consistent with the complaints Mr. Mills had long been
making to DCPS officials. In short, the auditors concluded that privatizing food services did not
result in cost savings for DCPS, but instead increased costs for the school nutrition programs by
over 50%. The auditors concluded that Chartwells had seriously underbid its proposal for the
original contract, resulting in $26 million more in costs over its original projection.
92.

The FMS audit also found that, as Mr. Mills had long warned DCPS executives,

Chartwells had not implemented the guaranteed minimized loss provisions and thus owed DCPS
at least $8 million under the terms of the contract. FMS also determined that Chartwells did not
obtain the best price possible for products, as it was required to do, leading to losses of at least
$1 million during each school year. According to FMS, Chartwells also failed to account for or
credit to DCPS the numerous rebates, discounts, and allowances it had earned based on DCPS

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spending, resulting in additional losses to DCPS of at least $1.5 million, although the auditors
observed that the lack of accounting by Chartwells made the total losses impossible to determine.
Finally, the audit found evidence of significant overcharges by Chartwells of at least $900,000
annually, including for noncompliant meals and spoiled food.
93.

On December 20, 2012, the D.C. Council held a DCPS food services hearing. At

the meeting, many citizens testified positively about food services, specifically praising Mr.
Mills. Their only complaints related to the poor quality of the food Chartwells provided in 2012,
after the new contract was in place, including its failure to utilize the salad bars. Council staffers
met privately with FMS before the hearing. During the hearing, which Chancellor Henderson
(through Mr. deGuzman) had instructed Mr. Mills not to attend, the Council questioned Mr.
deGuzman about his efforts to make multiple, unnecessary changes to the audit, including
removing charts, graphs, and entire sections.
94.

After learning of Mr. deGuzman’s testimony, Mr. Mills spoke with Mr.

Stephenson at FMS who confirmed that Mr. deGuzman had instructed him to remove all charts
from the audit prior to the hearing. Mr. Stephenson also said that Mr. deGuzman had called him
more than a dozen times during the weekend prior to the hearing to make additional changes
designed to downplay the significance of the audit’s conclusions. Mr. Stephenson reported to
Mr. Mills that Mr. deGuzman had even asked him to reduce the report’s recommendation on
food service staffing to just four employees, rather than the 20 that the external auditors believed
would be appropriate.
95.

Not long after the D.C. Council hearing, Chancellor Henderson falsely stated on

the Kojo Nnamdi radio show that the reason the food services contracts ran at such a high cost
and required extra local funds was because healthy food is more expensive. Such a claim was

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clearly intended to place the blame for the cost overruns on Mr. Mills for insisting on providing
higher-quality meals to students, when the real reasons costs were expanding was Chartwells’
continued fraud and misconduct, and DCPS’s refusal to hold the Company accountable. By this
point Henderson knew that multiple school districts throughout the country were able to serve
these healthy foods without millions of dollars of cost overruns.
96.

On January 7, 2013, Mr. Mills emailed the head of BEGA, Darrin Sobin, the

Director of Government Ethics, regarding the BEGA complaint that had been filed against him.
In his email, he detailed the reasons he believed that the complaint had been made in bad faith
and in retaliation for his efforts to highlight problems with DCPS ‘s food service contracts. He
attached to the email a copy of his December 10, 2012 email to Ms. Ruda.
97.

On or about January 14, 2013, Mr. deGuzman sent Mr. Mills a meeting request

for what Mr. Mills believed would be a discussion about the direction of the department and the
handling of the Chartwells contract. When he arrived at the meeting, the Chief of Human
Capital, Jason Kamaras, and an assistant were the only ones present, and they informed Mr.
Mills that Chancellor Henderson had decided to terminate his employment. No reason was given
for the decision. Mr. Jaber, the COTR for the food service vendor contracts and former
Chartwells employee, was appointed to replace Mr. Mills.
98.

Since his termination, Mr. Mills has diligently, but unsuccessfully, searched for

permanent employment in the food services field. Within the first two weeks of his termination,
Mr. Mills met with numerous high-level contacts in the food services industry seeking new
employment and references.
99.

Among the jobs for which Mr. Mills applied and was rejected was Director of the

Baltimore County Public Schools (“BCPS”) Office of Food and Nutrition Services. He was

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given no reason for the rejection. In October 2013, a BCPS official contacted Mr. Mills to
request a reference for another job applicant for the Director position. Mr. Mills said that he had
applied for the position and was surprised that he had not been selected, or even interviewed.
The BCPS official told Mr. Mills that, despite his qualifications, Baltimore could never hire him
because he had clashed publicly with Chancellor Henderson, who is a powerful presence in the
field of public education.
100.

Since Mr. Mills’ termination, the number of meals served in DCPS schools has

declined sharply, which has led to a misleading reduction in costs. Many schools are no longer
offering breakfasts or suppers, meaning that many children begin and end their days without
adequate nutrition. It is clear that Mr. Mills, DCPS students, and D.C. taxpayers have suffered
and will continue to suffer for years to come because of Defendants’ actions.
COUNT ONE
DEPRIVATION OF PLAINTIFF’S FIRST AMENDMENT RIGHTS
IN VIOLATION OF 42 U.S.C. § 1983
AGAINST ALL DEFENDANTS
101.

Plaintiff incorporates as though fully restated herein each of the allegations stated

in paragraphs 1 through 100 above.
102.

As an employee of Defendant District of Columbia, Plaintiff Mills was entitled by

the First Amendment to the United States Constitution, through 42 U.S.C. § 1983, to speak freely
on matters of public concern. The First Amendment’s guarantee of free speech is binding upon
the District of Columbia through the Fourteenth Amendment to the United States Constitution.
103.

Plaintiff lawfully exercised his First Amendment right to speak on matters of

public concern affecting the financial resources for the District of Columbia, as well as the health
and well-being of D.C. schoolchildren.

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104.

Plaintiff Mills exercised his First Amendment rights as a private citizen, as he

spoke on issues that were not part of his official duties of Director of Food Services, but which
were matters of public concern in that they implicated fraud, waste and abuse in the District of
Columbia. Among other things, Mr. Mills raised issues related to: contract non-compliance and
DCPS budgeting problems, neither of which was within his formal job duties; the issuance of
Notices to Cure to Chartwells, a responsibility that properly belonged to the D.C. Office of
Procurement; ongoing fraud, waste, and abuse by Chartwells, even after DCPS officials told him
that vendor issues were not part of his responsibilities; and the RFP and procurement processes
for DCPS, from which he had been deliberately excluded. Plaintiff Mills similarly reported
issues of fraud, waste and abuse to the D.C. Council and DCPS legal counsel, which was outside
his official duties.
105.

Defendants retaliated against Plaintiff Mills for the exercise of his First

Amendment rights in speaking about these matters of public concern. Defendants Henderson
and deGuzman were vested by Defendant District of Columbia with authority as policymakers
for establishing and carrying out the policies of DCPS and were vested with final policymaking
authority under the law of the District of Columbia.
106.

Specifically, and without limitation, Defendant District of Columbia and

Defendants Henderson and Mr. deGuzman, in their individual capacities, violated Plaintiffs First
Amendment rights by circumscribing his duties as alleged herein, taking other adverse actions
against him as described above, and in terminating his employment as Director of Food Services
on January 14, 2013.
107.

The termination of Plaintiffs employment was a direct result of his exercise of his

First Amendment right of free speech.

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108.

The motivation for Plaintiff’s termination was the retaliatory animus of

Defendants against Plaintiff for exercising his right to speak freely on matters of public concern
relating to fraud, waste, and abuse by Chartwells and by the District of Columbia in its
contracting process and its gross mismanagement of its food service vendor contracts.
109.

Plaintiffs interest in exercising his First Amendment rights and the public’s

interest in lawful and honest performance of contracting and procurement in the District of
Columbia far outweighs any hypothetical interest of Defendant District of Columbia, or
Defendants Henderson and Mr. deGuzman, in illegally suppressing Plaintiff’s speech on matters
of public concern.
110.

The actions of the Defendants to deprive Plaintiff of his First Amendment rights

were taken under color of state law within the meaning of 42 U.S.C. § 1983.
111.

Defendants Henderson and deGuzman violated a clearly established right about

which a reasonable person would be aware, namely the right to speak freely on matters of public
importance.
112.

The actions of Defendants, as described above, directly and proximately caused

Plaintiffs injury, including loss of economic opportunities, pain and suffering, substantial cost,
damage to his professional reputation, and loss of future income and benefits.
113.

Defendants Henderson and deGuzman acted maliciously, willfully, wantonly and

in reckless disregard for Plaintiff Mills’ constitutional rights.
COUNT TWO
CONSTITUTIONAL DEFAMATION:
DEPRIVATION OF PLAINTIFF’S FIFTH AMENDMENT LIBERTY INTEREST
IN VIOLATION OF 42 U.S.C. § 1983
AGAINST DEFENDANTS DISTRICT OF COLUMBIA AND HENDERSON

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114.

Plaintiff incorporates as though fully restated herein each of the allegations

contained paragraphs 1 through 113 above.
115.

The Due Process Clause of the Fifth Amendment of the United States

Constitution protects an individual’s right to follow a chosen trade or profession without
governmental interference.
116.

Defendant District of Columbia’s termination of Plaintiff’s employment and the

publicity attached thereto suggested that Plaintiff was terminated for reasons unrelated to his
performance of his job. In so doing, the tennination and the stigma or disability associated with
it generally blocked Plaintiff Mills from obtaining employment in his chosen field of interest,
i.e., management of food services in schools.
117.

Defendant Henderson’s statements to The Washington Post in December 2011

falsely suggested that Plaintiff was responsible for significant cost overruns in the food services
program, calling into question his competence and integrity. In February 2012, Chancellor
Henderson falsely suggested in correspondence to Councilmember Cheh that Mr. Mills had
provided food services plans to the D.C. Council wrongly or through some kind of subterfuge.
The contents of the letter were reported in a local food blog and The Washington Post. In March
2012, Defendant Henderson wrote a letter to the D.C. Council in response to concerns about
contractual irregularities by Chartwells saying that she did not have confidence in her food
services team, implying wrongdoing by Plaintiff Mills, the head of the food services team. The
letter was leaked to the press. In December 2012, Defendant Henderson falsely suggested on the
Kojo Nnamdi radio show that Plaintiff Mills was responsible for the significant cost overruns in
food services, again calling into question his competence and integrity.

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118.

Defendant Henderson’s statements generally blocked Plaintiff from pursuing or

obtaining employment in the management of food services in schools. Plaintiff was told by a
responsible representative of another public school system shortly after his termination that he
was a perfect fit for that system’s vacant position as director of food services but that it would be
an undue risk and a possible public or political liability, based on the reported rift between Mr.
Mills and Chancellor Henderson, for the system to hire Plaintiff and that it would accordingly
not consider him as a candidate.
119.

Defendant District of Columbia’s termination of Plaintiff’s employment, which

Defendant Henderson ordered, created a stigma that has foreclosed and continues to foreclose
Plaintiff’s freedom to take advantage of other employment opportunities, to continue to lose
wages and to be unable to secure permanent employment in his chosen field, thereby
substantially reducing the value of Plaintiff’s human capital.
120.

The actions of Defendant Henderson to deprive Plaintiff of his Fifth Amendment

rights were taken under the color of state law within the meaning of 42 U.S.C.
121.

§ 1983.

Defendant District of Columbia and Defendant Henderson violated a clearly

established constitutional right about which a reasonable person would be aware. Defendant
Henderson could have foreseen that the effect of her comments about Plaintiff Mills and the
termination of his employment

particularly in the middle of an academic year

would

negatively affect his ability to obtain employment in his chosen profession.
122.

As a direct and proximate result of the actions of Defendant District of Columbia

and Defendant Henderson, Plaintiff has suffered and continues to suffer from injury to his liberty
interest under the Fifth Amendment, including embarrassment, humiliation, mental anguish, and
loss of reputation.

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123.

Defendant Henderson acted maliciously, willfully, wantonly and in reckless

disregard for Plaintiff Mills’ constitutional rights.
COUNT THREE
RETALIATION IN VIOLATION OF
THE D.C. WHISTLEBLOWER PROTECTION ACT, D.C. CODE § 1-615.51 et seq.,
AGAINST DEFENDANT DISTRICT OF COLUMBIA
124.

Plaintiff hereby incorporates as though fully restated each of the factual

allegations set forth in paragraphs 1 through 123 above.
125.

The District of Columbia Whistleblower Protection Act (“DCWPA”) prohibits a

supervisor from taking, or threatening to take, a prohibited personnel action, or from otherwise
retaliating against an employee because of the employee’s protected disclosure or refusal to
comply with an illegal order.
126.

At all times relevant to this Complaint, Mr. Mills was an “employee” within the

meaning of the DCWPA.
127.

At all times relevant to this Complaint, Defendants Henderson and deGuzman

were “supervisors” within the meaning of the DCWPA.
128.

Mr. Mills repeatedly made protected disclosures within the meaning of the

DCWPA, culminating in his meeting with Ms. Ruda in December 2012 in which he laid out in
comprehensive detail the pervasive problems he had observed with DCPS’s management of the
food services program and Chartwells’ fraud on the District and blatant noncompliance with its
contractual obligations. Mr. Mills’ complaints involved every category of protected disclosures
under the DCWPA, including gross mismanagement, misuse or waste of public funds, and abuse
of authority. Mr. Mills also disclosed violations by Chartwells and District officials of the NSLP
and other federal laws and regulations, and specific violations of the contract with Chartwells.

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Finally, Mr. Mills reported substantial and specific dangers to the public health and safety,
including serving unfit or spoiled food and failing to adequately screen employees’ backgrounds,
resulting in the hiring of a convicted child sex offender. Mr. Mills reported these problems
beginning in 2010 to his direct supervisor, Mr. Tata, and subsequently to Defendant deGuzman,
Defendant Henderson, Ms. Bazemore, Ms. Ruda, DCPS legal counsel and other D.C. officials.
129.

On January 14, 2013, DCPS terminated Mr. Mills’ employment. This claim is

timely filed.
130.

Mr. Mills’ protected disclosures were a contributing factor in the retaliation to

which Defendants subjected him. In response to every attempt to remedy the problems he had
observed and raised with his supervisors, Mr. Mills faced silence or hostile resistance, and
Defendants took numerous steps to disparage him in the press and to the Council, to marginalize
him and hinder his ability to perform his duties, and to tarnish his reputation. Defendants
provided direct evidence of retaliatory intent in the month before his termination when Ms. Ruda
informed Mr. Mills that he was no longer wanted at DCPS because his complaints about vendor
misconduct had upset various DCPS officials.
131.

The District’s actions have caused Mr. Mills substantial economic loss, emotional

harm, and damage to his career and professional reputation.
COUNT FOUR
RETALIATION IN VIOLATION OF
TIlE DISTRICT OF COLUMBIA FALSE CLAIMS ACT, D.C. CODE § 2-381.04
AGAINST DEFENDANT DISTRICT OF COLUMBIA
132.

Plaintiff hereby incorporates as though fully restated each of the factual

allegations set forth in paragraphs 1 through 131 above.

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133.

The District of Columbia False Claims Act (“DCFCA”) prohibits an employer,

including the District of Columbia, from discharging, demoting, suspending or in any manner
discriminating against an employee because of in the terms and conditions of employment
because of lawful acts done in furtherance of an action under the DCFCA or to stop one or more
violations of the DCFCA.
134.

Mr. Mills investigated, reported and attempted to stop numerous violations of the

DCFCA. Nearly all of Chartwells’ misconduct about which Mr. Mills complained could lead to
a viable cause of action under the DCFCA, as it involved the submission of false and inflated
claims for payment to the District of Columbia.
135.

The District of Columbia was aware of Mr. Mills’ protected activity, as he

complained about the issues directly to his managers, including Defendants Henderson and
deGuzman, and to individuals outside his chain of command, including the DCPS Office of the
General Counsel. His complaints specifically referenced overcharging for food, failing to find
the lowest prices, failing to pass on rebates, and intentional overstocking of food, all of which
caused the District to overpay by millions of dollars, and he urged the District to take legal action
to recoup overpayments, as other school districts had done.
136.

The District of Columbia terminated Mr. Mills’ employment in retaliation for his

protected activity. In response to every attempt to remedy the problems he had observed and
raised with his supervisors, Mr. Mills faced silence or hostile resistance, and employees of the
District of Columbia took numerous steps to disparage him in the press and to the Council, to
marginalize him and hinder his ability to perform his duties, and to tarnish his reputation. The
District of Columbia provided evidence of retaliatory intent in the month before his termination

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when Ms. Ruda informed Mr. Mills that he was no longer wanted at DCPS because his
complaints about Chartwells had upset various DCPS officials.
137.

Defendant District of Columbia’s actions have caused Mr. Mills substantial

economic loss, emotional harm, and damage to his career and professional reputation.
COUNT FIVE
WRONGFUL DISCHARGE IN VIOLATION OF PUBLIC POLICY
AGAINST DEFENDANT DISTRICT OF COLUMBIA
138.

Plaintiff hereby incorporates as though fully restated each of the factual

allegations set forth in paragraphs 1 through 137 above.
139.

District of Columbia common law prohibits the discharge of an employee for his

refusal to violate the law or for his actions in furtherance of a public policy of the District as
manifested in a statute or regulation.
140.

D.C.’s anti-fraud statute, D.C. Code

§ 22-322 1, reflects a clear mandate of public

policy against the commission of fraud. D.C. laws and regulations also evidence a strong public
policy of protecting the District’s citizens from harmful foods. Such laws include D.C. Code §

48-10 1 et seq., including the prohibition on the sale, exchange or delivery of adulterated food or
drugs. Finally, D.C. has a strong public policy in favor of protecting children and the general
public from convicted sex offenders, as evidenced by its extensive sex offender registration and
monitoring system and its various child welfare and protection laws.
141.

Mr. Mills repeatedly took actions in furtherance of the District of Columbia’s

public polices against fraud, the public dissemination of harmful foods, and the exposure of
children and the general public to sex offenders. Mr. Mills made numerous reports and
complaints verbally and in writing to various D.C. officials, including his supervisors,

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Defendants Henderson and deGuzman, about conduct that violated laws and regulations closely
relating to these public policies.
142.

In response to his disclosures of conduct violative of D.C. public policy, and his

refusal to ignore the illegalities he observed, Mr. Mills was prohibited by Defendants Henderson
and deGuzman and other D.C. officials from addressing these issues appropriately, and
Defendants excluded Mr. Mills from fundamental aspects of his job responsibilities, publicly
disparaged him, and lodged against him baseless allegations of unethical conduct. Finally, on or
about January 14, 2013, Defendant District of Columbia terminated Mr. Mills’ employment.
143.

Mr. Mills’ protected activity was causally connected to the adverse actions he

suffered.
144.

Defendant District of Columbia’s actions have caused Mr. Mills substantial

economic loss, emotional harm, and damage to his career and professional reputation.
REOUESTED RELIEF
WHEREFORE, Plaintiff prays this Court for the following relief:
1.

Entry of a judgment in Plaintiff’s favor and against all Defendants under Count
One for violation of Plaintiff’s rights under the First Amendment;

2.

Entry of a judgment in Plaintiff’s favor and against Defendants District of
Columbia and Henderson under Count Two for violation of Plaintiff’s rights
under the Fifth Amendment;

3.

Entry of a judgment in Plaintiff’s favor and against Defendant District of
Columbia under Count Three for violation of the District of Columbia
Whistleblower Protection Act;

4.

Entry of a judgment in Plaintiffs favor and against Defendant District of
Columbia under Count Four for violation of the District of Columbia False
Claims Act;

5.

Entry of a judgment in Plaintiff’s favor and against Defendant District of
Columbia for wrongful termination in violation of public policy;

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6.

Reinstatement of Plaintiff to his former position with seniority and benefits, or
front pay in lieu of reinstatement;

7.

An award of back pay with interest, including two times back pay for violation of
the District of Columbia False Claims Act;

8.

An award of compensatory damages for emotional pain and suffering and
reputational harm, in an amount to be proven at trial;

9.

An award of punitive damages against the individual Defendants, in an amount to
be proven at trial;

10.

An award of reasonable attorneys’ fees and costs; and

11.

An award of all other relief the Court deems just and proper.

Respectfully submitted,

Lisa J. Banks (D.C. Bar No. 470948)
Debra S. Katz (D.C. Bar No. 411861)
Michael A. Filoromo, Ill (D.C. Bar No. 982102)
KATZ, MARSHALL & BANKS, LLP
1718 Connecticut Avenue, N.W.
Sixth Floor
Washington, D.C. 20009
(202) 299-1140
(202) 299-1148 (fax)

Attorneys for Plaintiff Jeffrey Mills

Dated: April 30, 2014

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