MURIEL BOWSER
MAYOR
September 29, 2021
The Honorable Phil Mendelson
Chairman
Councilof the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004
Dear Chairman Mendelson:
Pursuant to section 451ofthe District of Columbia Home Rule Act (D.C. Official Code 1-
204,51) and the Procurement Practices Reform Act (D.C. Official Code 2-351.01 et seq.),
enclosed for consideration and approval by the Councilofthe District of Columbia is proposed
Contract No. CW91987 with Conduent State Healthcare LLC (Conduent). The proposed
contract is in the not-to-exceed amountof$26,940,539 for the period of performance from
October 16, 2021 through September 30, 2022.
Under the proposed contract, Conduent shall provide operations and maintenance for a federally
owned and certifiable Medicaid Management Information System (MMIS). The contractor shall
enhance the MMIS by using current information technology to enable the efficient and
responsive operation of the Districts Medicaid program, and to provide federally mandated
updates to the Districts MMIS and the Medicaid Statistical Information System to maintain
compliance with the Center for Medicare and Medicaid Services requirements.
In order to facilitate a response to any questions you may have, please have your staff contact
Mare Scott, Chief Operating Officer of the Office of Contracting and Procurement, at (202) 724-
8759.
J look forward to the Councils favorable considerationof this contract.
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 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement
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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
(A) Contract Number: CW91987
Proposed Contractor: Conduent State Healthcare LLC (Conduent)
Contract Amount (Base Period): Not-to-exeeed $26,940,539
Unit and Method of Compensation: Firm Fixed Unit Price with Cost Reimbursable Component
Term of Contract: October 16, 2021 to September 30, 2022
Type of Contract: Firm Fixed Unit Price with Cost Reimbursable Component
Source Selection Method: Sole Source
(B) For a contract containing option periods, the contract amount for the base period and for
each option period.If the contract amount for one or more of the option periods differs from
the amount for the base period, provide an explanationofthe reason for the difference: Base
Period Amount: $26,940,539
(October 16, 2021 through September 30, 2022)
Option Period 1 Amount: $26,640,000
Explanationofdifference from base period(if applicable):
Option Period1 is lower than the base period because the base period included replacement of
equipment.
Option Period 2 Amount: $26,640,000
Explanationofdifference from base period(if applicable):
Option Period2 is lower than the base period because the base period included replacement of
equipment.
(C) The goods or services to be provided, the methodsofdelivering goods or services, and any
significant program changes reflected in the proposed contract:
The purposeofthis contract is to provide operations and maintenance for a federally owned and
certifiable Medicaid Management Information System (MMIS). The contractor shall enhance the MMIS
by using current information technology to enable the efficient and responsive operationof the
District's Medicaid Program, and to provide additional services which are federally mandated updates
to the Districts MMIS and the Medicaid Statistical Information System (MSIS) to maintain compliance
with the US Department of Health and Human Services Center for the Medicare and Medicaid Services
(CMs).
(D) The date on which a competitive procurement for these goods or services was last conducted,
the date of the resulting award, and a detailed explanation of why a competitive procurement
is not feasible:
The Office of Contracting and Procurement (OCP) issued a Request for Proposals (RFP),
solicitation No. POTO-2006-R-0077 on June 30, 2006 in the open market to solicit proposals for
services to provide, enhance and implement a federally owned and certified or certifiable MMIS.
The District received one proposal from ACS State Healthcare, LLC (ACS). The proposal was
evaluated in accordance with the technical and price evaluation factors as described in the RFP, and
OCP awarded a multiyear contract for the period ofperformance from September 10, 2007 through
September 9, 2014. During that contract term, ACS changed its name to Xerox State Healthcare,
LLC (Xerox). On September 9, 2014, OCP issueda sole source extensionofthe contract for the
periodof September 10, 2014 through September 30, 2016 in the amount of $37,734,897. This
extension was for a period of two years and 21 days, and allowed for two additional one-year
options. OCP exercised the first option year for the period of October 1, 2016 through September
30, 2017, in the amountof $19,303,820. In June 2017, Xerox changed its name to Conduent State
Healthcare, LLC. Additionally, OCP exercised a partial exercise of option period two in the amount
of $981,031.63 for the period of October 1, 2017 through October 18, 2017. OCP exercised the
remainderofoption period two for the period of October 19, 2017 through September 30, 2018.
The total amount for option year two is $19,893,141.40. The purposeofthis contract CW61706 in
the amountof$23,052,233 is to provide operations and maintenance for the District's MMIS
system for the base period of October 1, 2018 through September 30, 2019. The awardofthis sole
source procurement is required to ensure continuity and avoid interruption of the fee-for-service
delivery model for the Districts Medicaid enrollees until a long-term contract can be competitively
awarded. The interruption of these vital services would pose a major threat to the District and
jeopardize the health, welfare and safety of approximately 276,000 clients and 9,000 service
providers who utilize the Medicaid program for DC residents. The purpose of this contract
CW91987 in the amount of $26,940,539 is to provide operations and maintenance for the Districts
MMIS system for the base period of October 1, 2021 through September 30, 2022. The award of
this sole source procurement is required to ensure continuity and avoid interruption of the fee-for-
service delivery model for the Districts Medicaid enrollees until a long-term contract can be
competitively awarded. The interruptionofthese vital services would pose a major threat to the
District and jeopardize the health, welfare and safety of approximately 276,000 clients and 9,000
service providers who utilize the Medicaid program for DC residents.
)Adescriptionofany 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
allegedin the protest, and any deficiencies identified by the District as a result of the protest:
None
(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:
Conduent State Healthcare, LLC currently provides MMIS systems to several states and the District
of Columbia and has demonstrated through its performance under the contract that the contractor
maintains the organization, financial stability, and personnel to perform the required services.
Conduent State Healthcare, LLC has adequate financial resources to perform the contract or the
ability to obtain those resources, based on its Bidder/Offeror Certification Form, Dun and
Bradstreet report and the Certificate of Insurance.
Conduent State Healthcare, LLC has, or has the ability to obtain, the necessary organization,
experience, accounting, operational control, and technical skills, based on the contractor currently
providing the required services, and on the positive performance evaluations;
Conduent State Healthcare, LLC has held several contracts with the District over the past ten years
including serving as the Districts enrollment broker for the DC Healthy Families Program (POHC-
2004-R-9390), providing HIPAA Security implementation for the District's MMIS System (POHC-
2006-C-0022). The program office provided past performance evaluations that were satisfactory.
The Department of Small and Local Business Development (DSLBD) approved a waiver for 20%
CBE subcontracting requirement for this contract.
The contractor has been determined responsible based on the Districts standard of responsibility as
described in D.C. Official Code 2-353.01.
(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), includingacertification 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 20% with a total dollar amount of
$5,371,200. The contracting officer has determined that the plan meets the DSLBD requirements.
(H) Performance standards and the expected outcome of the proposed contract:
The purpose of this contract is to obtain operations and maintenance required for the Districts
MMIS system to continue to be in compliance with CMS requirements.
The District requires Conduent to continue operating its federally certified MMIS. This system
supports the traditional fee-for-services delivery model for the District's Medicaid enrollees and is
essential to ensure timely payment to health care providers treating a wide portfolio of medical
needs. The contractor will perform in accordance with the performance standards set forth in the
contract.
@ 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
(D) Acertification that the proposed contract is within the appropriated budget authority for the
agency for the fiscal year and is consistent with the financial plan and budget adopted in
accordance with D.C. Official Code 47-392.01 and 47-392.02:
The Agency Fiscal Officer certified that funding in the amountof $26,940,539 is available to
support the MMIS contract.
(K) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:
The proposed contract has been reviewed by the Office of the Attomey General and found to be
legally sufficient. There are no pending legal claims 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 19, 2021, the Citywide Clean Hands database certified that the contractor is current with its
District taxes.
(M)Acertification 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 certified 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.:
Conduent State Healthcare, LLC 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:
AsofJuly 13, 2021, 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.
(Q) Any determination and findings issues relating to the contracts formation, including any
determination and findings made under D.C. Official Code 2-352.05 (privatization
contracts):
Determination and Findings for Contractors Responsibility.
Determination and Findings for Price Reasonableness.
Determination and Findings for a Sole Source Procurement
(R) Where the contract, and any amendments or modifications, if executed, will be made
available online:
http://ocp.de.gov
(S) Where the original solicitation, and any amendments or modifications, will be made available
online:
http://ocp.de.gov.
 KK Government
of theDistrictofColumbia
Mmmm Office ofthe Chief Financial Officer 1101 4* Street, SW
MEE Office of Tax and Revenue Washington, DC 20024
Date ofNotice: August 3, 2021 Notice Number: 0005900635 =
CONDUENT STATE & LOCAL SOLUTIONS, INC. FEIN: **-***6647
100 CAMPUS DR STE 200 Case ID: 891788
FLORHAM PARK NJ 07932-1029
CERTIFICATE
OFCLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. Asofthe date above, the individual/entity has complied with DC Code 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE 47-2862 (2006)
47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
=
Authorized By Marc Aronin
Chief, Collection Division
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-S04S/MyTax.DC.gov
 GOVERNMENT OF THE DISTRICT OF COLUMBIA
Department of Health Care Finance
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Office of the Chiet Financial Officer Elma
MEMORANDUM
Te George A. Schutter
Chief Procurement Officer
Office of Contracting and Procurement
THRU: Delicia V. Moore. Richarcl CMOMSSC
Associate Chief Financial Officer
Human Support Services Cluster
Raunty heal ofteer Darrin A Shaffer see sretsars sr
FROM: Darrin Shaffer 7 Digitally signed by Darrin A Shaffer
DepartmentofHealth Care Finance
DATE: July 16, 2021
SUBJECT: MMIS Contract - (Conduent State Healthcare LLC) CW91987
The Officeofthe Chief Financial Officer hereby certifies that the sumof $26,940,539.00 is included in the District's
Local Budget and Financial Plan submitted to Congress by the Chairman of the Council to the Speaker of the House
of Representatives for Fiscal Year 2022 to fund the costs associated with the Medicaid Management Information
Systems (MMIS) for the District of Columbia Medicaid Program. This certification supports the Conduent State
Healthcare LLC CW91987 for the Base Period during the period from October 16, 2021 through September 30,
2022.
This allocation is as follows:
Vendor: Conduent State Healthcare LLC Contract Number: CW91987
Fiscal Year 2022 Funding: 10/16/21 - 09/30/22
Agency Fund| Program [PCA Index CSG Grant/Ph Amount
HTO 0100 6000 03100 LO310 0409 $6,735,134.75
HTO 8250 6000 03100 O31A2 0409 |MMAD22/22| $20,205,404.25
FY 22 Contract Total: $26,940,539.00
Upon approval by Congressofthe District's Local Budget and Financial Plan funds will be sufficient to pay for
fees and costs associated with the contract. Additionally, funds are subject to appropriation and APD approval.
There is no fiscal impact associated with the contract.
Should you have any questions, please contact me at (202) 442-9079.
441 4 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
x**
ATTORNEY GENERAL
KARL A. RACINE EEPSE]
Commereial Division
MEMORANDUM
TO: Ronan Gulstone
Director
Officeof Policy and Legislative Affairs
FROM: Robert Schildkraut
Section Chief
Government Contracts Section
DATE: September 16, 2021
SUBJECT Approval of Sole Source for a Contract Over One Million Dollars
Contractor: Conduent State Healthcare LLC
Contract No. CW91987
Estimated Contract Amount: $26,940,539 (NTE)
This 2 to Cortify that sis ottice has reviewed the above-referenced Contract and
that we have found it to be legally sufficient with the condition that a subcontracting plan for
20%of the workof $26,940,539 be provided by the vendor before the contract is signed. If you
have any questions in this 'd, please do not hesitate to call me at 724-4018.
Z ae
Robert Schildkraut
400 6th Street, N 1e 9100, Washington,DC 20001 (202) 727-3400 Fax (202) 347-8922
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