MURIEL BOWSER
MAYOR
August 17, 2023
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:
Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1-
204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code§
2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is
proposed Contract No. CWl 02877 with Gainwell Technologies, LLC ("Gainwell") in the amount
of $85,949,232. The period of performance is two years from the date of the award.
Under the proposed contract, Gainwell shall provide: (1) a Medicaid Management Information
System ("MMIS") Core System and supporting services solution for the implementation and
operation of a state-of-the-art, commercial-off-the-shelf, MMIS; and (2) fiscal agent operations
services to support the District's Medicaid/Children's Health Insurance Program as well as other
health benefit programs.
My administration is available to discuss any questions you may have regarding the proposed
contract. In order to facilitate a response to any questions you may have, please have your staff
contact Marc Scott, Chief Operating Officer, Office of Contracting and Procurement, at (202) 724-
8759.
I look forward to the Council's favorable consideration of this contract.
Sincerely,
 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
(Multiyear)
(A) Contract Number: CW102877
Proposed Contractor: Gainwell Technologies, LLC. (Gainwell)
Contract Amount (Base Period): $85,949,232.
Unit and Method of Compensation: Fixed Unit Price
Term of Contract: Twenty-Four Months from Date of Award
Type of Contract: Firm Fixed Price
Source Selection Method: Request for Proposal (RFP)
(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: $85,949,323
Option Period One Amount: $31,240,464
Explanation of difference from base period (if applicable): The price for option period one is
less than the base period because the period of performance for the base period is 24 months
whereas the period of performance for option period one is twelve months. Also, the base period is
for the design, development and implementation of the system, while the option period is only for
operation and maintenance activities.
Option Period Two Amount: $28,858,452
Explanation of difference from option period one (if applicable): The price for option period
two is less than the base period because the period of performance for the base period is 24 months
whereas the period of performance for option period two is twelve months. Also, the base period is
for the design, development and implementation of the system, while the option period is only for
operation and maintenance activities.
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 Option Period Three Amount: 28,813,140
Explanation of difference from option period one (if applicable): The price for option period
three is less than the base period because the period of performance for the base period is 24 months
whereas the period of performance for option period three is twelve months. Also, the base period is
for the design, development and implementation of the system, while the option period is only for
operation and maintenance activities.
(C) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:
The contractor shall provide a Medicaid Management Information System (MMIS) Core System
and Supporting Services solution for the implementation and operations of a state-of-the-art,
commercial-off-the-shelf, MMIS and Fiscal Agent Operations Services to support the District of
Columbia’s Medicaid / Children's Health Insurance Program, and other health benefit programs
(collectively referred to as the “DC Medicaid program”). The services and associated software will
support the limited management of providers, management of certain client functions, adjudication
and payment of valid health care claims, and other subsidiary work.
(D) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:
The solicitation number Doc574635 was issued to the public on August 8, 2021 through an RFP.
The solicitation closed on November 8, 2021. On the closing date, the District received three
proposals in response to the solicitation. The contracting officer (CO) determined that two
proposals were nonresponsive based on each respective offeror failing to submit with its proposal a
compliant proposed subcontracting plan. Accordingly, the one responsive proposal was evaluated in
accordance with the evaluation factors as described in the solicitation, which are listed below.
The evaluation factors consisted of:
DDI Requirements Technical Approach Methodology and Capacity;
Operational and Support Services Requirements;
Organizational Capacity and Experience;
Oral Presentations and System Demonstration; and
Price.
Based upon the findings of the technical evaluation panel and the CO’s independent review of the
proposal in accordance with the evaluation factors, the CO determined that it is in the best interest
of the District that award be made to Gainwell.
(E) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
voluntary corrective action by the District. Include the identity of the protestor, the grounds
alleged in the protest, and any deficiencies identified by the District as a result of the protest:
• Protest 1: CAB No. P-1158, Protestor: Client Network Services, LLC.
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 On May 4, 2022, a protest was filed by CNSI with the CAB. CNSI alleged that the District
incorrectly determined that CNSI’s subcontracting plan was not compliant, and the District’s
decision to reject CNSI’s proposal as non-responsive was improper.
On August 26, 2022, the protest was denied and dismissed with prejudice.
• Protest 2: CAB No. P-1160, Protestor: Conduent State Healthcare, LLC.
On May 5, 2022, a protest was filed by Conduent with the CAB. Conduent alleged that the
District incorrectly determined that Conduent’s subcontracting plan was not compliant, and the
District’s decision to reject Conduent’s proposal as non-responsive was improper.
On August 30, 2022, the CAB partially denied and partially dismissed Conduent's protest.
(F) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:
The proposed contractor has demonstrated through past performance reports that its organization
has the history, organizational and technical experience, including the key personnel, required to
successfully meet the requirements of the proposed contract. Likewise, it has been determined that
the proposed contractor maintains the financial resources, accounting and operational controls to
successfully fulfill the District’s requirement. The proposed contractor has been determined
responsible in accordance with the District’s standards of responsibility.
(G) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended,
D.C. Official Code § 2-218.01 et seq. (“Act”), including a certification that the subcontracting
plan meets the minimum requirements of the Act and the dollar volume of the portion of the
contract to be subcontracted, expressed both in total dollars and as a percentage of the total
contract amount:
The contractor provided a subcontracting plan with a set-aside of 35% with a total dollar amount of
$30,119,948. The CO has determined that the plan meets the Department of Small and Local
Business Development requirements.
(H) Performance standards and the expected outcome of the proposed contract:
The performance standards of the contractor’s MMIS system are governed by the Centers for
Medicare and Medicare Services (CMS) which must certify the system. The system must achieve
and maintain CMS certification. The expected outcome is for the contractor to provide and
administer a new MMIS Core System, along with supporting services, while achieving and
maintaining CMS certification of the system.
(I) 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:
None
3
(J) 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 DHCF Agency Fiscal Officer certified that funding in the amount of $85,949,232 is available to
DHCF to support the contract for the MMIS Core System.
(K) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
The contract has been reviewed by the Office of the Attorney General and found to be legally
sufficient. The contractor has no pending legal claim against the District.
(L) 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):
On July 18, 2023, the Citywide Clean Hands database certified that the contractor is current with its
District taxes.
(M) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government: The
contractor has self-certified, via the Bidder/Offeror Certification form, that it is current with its
federal taxes.
(N) 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.:
The contractor is not a certified local, small or disadvantaged business enterprise.
(O) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:
None
(P) A statement indicating whether the proposed contractor is currently debarred from providing
services or goods to the District or federal government, the dates of the debarment, and the
reasons for debarment:
As of March 20, 2023, the contractor does not appear on the Office of Inspector General Exclusions
Database, the Federal Excluded Parties List or the District’s list of Debarred and Suspended
Contractors.
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(Q) 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):
Determination and Findings for Competitive Sealed Proposal, dated August 9, 2021
Determination and Findings for Multiyear Contract, dated April 28, 2023
Determination and Findings for Contractor Non-Responsiveness, dated April 20, 2022
Determination and Findings for Contractor’s Responsibility, dated April 28, 2023
Determination and Findings for Price Reasonableness, dated April 28, 2023
(R) Where the contract, and any amendments or modifications, if executed, will be made
available online:
http://ocp.dc.gov
(S) Where the original solicitation, and any amendments or modifications, will be made available
online:
http://ocp.dc.gov
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 Government of the District of Columbia
Office of the Chief Financial Officer 1101 4th Street, SW
Office of Tax and Revenue Washington, DC 20024
Date of Notice: July 18, 2023 Notice Number: L0009787692
GAINWELL TECHNOLOGIES LLC FEIN: **-***0177
5615 HIGH POINT DR Case ID: 1570071
IRVING TX 75038-2453
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
CO
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
PY
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
Authorized By Melinda Jenkins
Branch Chief, Collection and Enforcement Administration
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Health Care Finance
Office of the Chief Financial Officer
MEMORANDUM
TO: Nancy Hapeman
Interim Chief Procurement Officer
Office of Contracting and Procurement
THRU: Delicia V. Moore
Associate Chief Financial Officer
Human Support Services Cluster
FROM: Darrin Shaffer
Agency Fiscal Officer
Department of Health Care Finance
DATE: July 7, 2023
SUBJECT: Certification of Funding for Core MMIS Contract - (Gainwell) CW1028777
The Office of the Chief Financial Officer hereby certifies that the sum of $85,949,232.00 is included in the District’s
Local Budget and Financial Plan for Fiscal Year 2023 to fund the costs associated with the Department of Health
Care Finance’s (DHCF) contract with Gainwell Technologies to provide Core Medicaid Management Information
System (MMIS) services. This certification supports the Gainwell Technologies contract during the period from
07/01/2023 through 06/30/2025. The new MMIS Core Contract with Gainwell Technologies is 100% capital
funded. This certification replaces original document provided on 5/18/2023. The fund allocation is as follows:
Vendor: Gainwell Technologies LLC Contract Number: CW1028777
Base Period (24 months from award):
Fiscal Year 2023 Funding: 07/01/23 - 09/30/23
Agency Fund Account Program Cost Center Project Award Amount
HT0 3030300 7132001 700087 70261 100469 3000099 1,074,365.40
HT0 3035350 7132001 700087 70261 100469 2500015 9,669,288.60
FY23 Contract Total 10,743,654.00
Fiscal Year 2024 Funding: 10/01/23 - 9/30/24
Agency Fund Account Program Cost Center Project Award Amount
HT0 3030300 7132001 700087 70261 100469 3000099 4,297,461.60
HT0 3035350 7132001 700087 70261 100469 2500015 38,677,154.40
FY24 Contract Total 42,974,616.00
Fiscal Year 2025 Funding: 10/01/24 - 6/30/25
Agency Fund Account Program Cost Center Project Award Amount
HT0 3030300 7132001 700087 70261 100469 3000099 3,223,096.20
HT0 3035350 7132001 700087 70261 100469 2500015 29,007,865.80
FY25 Contract Total 32,230,962.00
441 4th Street, N.W., Suite 960N, Washington, D.C. 20001 (202) 442-5988 FAX (202) 478-1373
Upon approval of the District’s Local Budget and Financial Plan by the Council and the Mayor and completion of
the thirty-day Congressional layover, funds will be sufficient to pay for fees and costs associated with the contract.
There is no fiscal impact associated with the contract.
Should you have any questions, please contact me at (202) 442-9079.
441 4th Street, N.W., Suite 960N, Washington, D.C. 20001 (202) 442-5988 FAX (202) 478-1373
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General
ATTORNEY GENERAL
BRIAN L. SCHWALB
Commercial Division
MEMORANDUM
TO: Tommy Wells
Director
Office of Policy and Legislative Affairs
FROM: Robert Schildkraut
Section Chief
Government Contracts Section
DATE: June 8, 2023
SUBJECT: Approval of Contract for Development and Operation of Medicaid
Management Information System (MMIS) Core System and Supporting
Services Solution
Contractor: Gainwell Technologies, LLC
Contract Number: CW102877
Contract Amount: $85,949,232.00
This is to Certify that this Office has reviewed the above-referenced Contract and that we have
found it to be legally sufficient. We have reviewed and approved the current contract package for
legal sufficiency.
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
DocuSign Envelope ID: 0055EE1A-9362-4E07-85CA-264D2B5032E5