0A1188_Amendment_10_TC_updates_fully_signed.pdf

Deloitte Consulting LLP 0A1188, Amendment 10 Page 1 of 7

Version 7/23

OHIO MEDICAID ENTERPRISE SYSTEM (OMES) SYSTEMS INTEGRATOR (SI)

REQUEST FOR PROPOSALS CONTRACT (0A1188)

AMENDMENT 10

This Amendment 10 to contract #0A1188 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Deloitte Consulting LLP (the "Contractor"). This Amendment changes the terms of the Ohio Medicaid Enterprise System (OMES) Systems Integrator (SI) Request for Proposals contract (0A1188) (the “Contract”).

WHEREAS, the State and the Contractor entered into the Contract on April 26, 2018; and

WHEREAS, the State and the Contractor determined that an amendment is necessary to address certain revisions to the Contract.

NOW, THEREFORE, the Contract is amended as follows:

1. In Attachment Four, Part Two: Work and Contract Administration, Audits section, add the following:

If any audit reveals any material misrepresentation, overcharge to the State, or violation of the terms of this Contract, the State will be entitled to recover its damages, including the cost of the audit.

2. In Attachment Four, Part Two: Work and Contract Administration, Changes section, add the following:

Change Orders must be added to the Contract through a Contract Amendment as described in Attachment Four, Part Six: Construction, Amendments – Waiver.

3. In Attachment Four, Part Two: Work and Contract Administration, Independent Contractor

Acknowledgement section, delete the Independent Contractor/Worker Acknowledgement form link and replace it with: https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

4. In Attachment Four, Part Six: Construction, delete the Amendments – Waiver section in its entirety and replace it with the following:

Amendments-Waiver.

Amendments. No change to any provision of this Contract will be effective unless it is in writing and signed by parties to the Contract. However, the State may document non-material changes in writing and provide notice to the Contractor. No “click-through,” “shrink-wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the Contractor and the State, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those terms by electronic means. No State employee has the authority to modify, amend, or supplement this Contract through electronic means.

Waiver. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Contract will not be a waiver of those terms or to any other terms of this Contract.

Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

5. In Attachment Four, Part Seven: Law and Courts, delete the Drug Free Workplace section in its entirety and replace it with the following:

Drug Free Workplace. The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on State property or performing work on behalf of the State, will not purchase, Deloitte Consulting LLP 0A1188, Amendment 10 Page 2 of 7 transfer, use, be under the influence of, or possess illegal drugs, non-medical cannabis (recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.

6. In Attachment Four, Part Seven: Law and Courts, delete the Governing of the Expenditure of Public Funds for Offshore Services (EO 2011-12K) section in its entirety and replace it with the following:

Prohibition of the Expenditure of Public Funds for Offshore Services. No State Cabinet, Agency, Board or Commission will enter into any contract to purchase services provided outside the United States or that allows State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition. During the performance of this Contract, if the Contractor changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

7. In Attachment Four, Part Seven: Law and Courts, add the following new sections:

OhioBuys. This Contract may become part of OhioBuys, an electronic procurement system which provides electronic contract and catalog hosting and management services. Ordering Agencies access this system to place orders for the procurement of goods and services using State of Ohio contracts.

When the Contract becomes part of OhioBuys, the Contractor agrees to establish, maintain and support its contract and catalog in OhioBuys.

Legal Representation and Rights. The Ohio Attorney General is the chief law officer for the State of Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has the authority to appoint outside legal counsel to represent the State. Contractor agrees that any provisions in this Contract or any documents incorporated by reference that provide or allow for outside legal representation to defend or settle claims on behalf of the State or provide for a third party to have sole control of a defense or settlement of a claim do not meet the requirements of state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in writing by the State, any provisions that require or provide for a waiver of any legal rights, remedies, or litigation defenses (i.e., waiver of a jury trial) do not meet the requirements of state law and are considered stricken.

Statute of Limitations. Contractually based statutes of limitations generally do not apply to actions brought by the State and any such provisions in this Contract or in any documents incorporated by reference are considered stricken.

8. Delete Attachment Eight: Standard Affirmation and Disclosure Form, in its entirety.

9. In Supplement Three, delete Section 5.10 Federal Tax Information in its entirety and replace it with the following:

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5.10 Federal Tax Information

I. PERFORMANCE

In performance of this Contract, Contractor agrees to comply with and assume responsibility for compliance by his or her employees with the following requirements:

(1) All work will be performed under the supervision of the contractor.

(2) The contractor and contractor’s officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The contractor will maintain a list of officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.

(3) FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection or disclosure of FTI to anyone other than the contractor or the contractor’s officers or employees authorized is prohibited.

(4) FTI will be accounted for upon receipt and properly stored before, during, and after processing. In addition, any related output and products require the same level of protection as required for the source material.

(5) The contractor will certify that FTI processed during the performance of this contract will be completely purged from all physical and electronic data storage with no output to be retained by the contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

(6) Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.

(7) All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls.

All security features must be available and activated to protect against unauthorized use of and access to FTI.

(8) No work involving FTI furnished under this contract will be subcontracted without the prior written approval of the IRS.

(9) Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI.

(10) To the extent the terms, provisions, duties, requirements, and obligations of this contract apply to performing services with FTI, the contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this contract assumes toward the contractor, and the subcontractor shall assume toward the contractor all the same obligations, duties and responsibilities which the contractor assumes toward the agency under this contract.

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(11) In addition to the subcontractor’s obligations and duties under an approved subcontract, the terms and conditions of this contract apply to the subcontractor, and the subcontractor is bound and obligated to the contractor hereunder by the same terms and conditions by which the contractor is bound and obligated to the agency under this contract.

(12) For purposes of this contract, the term “contractor” includes any officer or employee of the contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or employee of the subcontractor with access to or who uses FTI.

(13) The agency will have the right to void the contract if the contractor fails to meet the terms of FTI safeguards described herein.

II. CRIMINAL/CIVIL SANCTIONS

(1) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that FTI disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any FTI for a purpose not authorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution.

(2) Each officer or employee of a contractor to whom FTI is or may be accessible shall be notified in writing that FTI accessible to such officer or employee may be accessed only for a purpose and to the extent authorized herein, and that access/inspection of FTI without an official need-to-know for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.

(3) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that any such unauthorized access, inspection or disclosure of FTI may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the case of a willful unauthorized access, inspection, or disclosure or an unauthorized access/inspection or disclosure which is the result of gross negligence, punitive damages, plus the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1.

(4) Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

(5) Granting a contractor access to FTI must be preceded by certifying that each officer or employee understands the agency’s security policy and procedures for safeguarding FTI. A contractor and each officer or employee must maintain their authorization to access FTI through annual recertification of their understanding of the agency’s security policy and procedures for safeguarding FTI. The initial certification and recertifications must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, a contractor and each officer or employee must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil

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Damages for Unauthorized Disclosure). The training on the agency’s security policy and procedures provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches.

(See Section 10) For the initial certification and the annual recertifications, the contractor and each officer or employee must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

III. INSPECTION

The IRS and the Agency, with 24-hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. Based on the inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with FTI safeguard requirements.

This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Contract. Except as modified by this Amendment, all other terms, conditions and pricing of the Contract shall remain the same and in full force and effect. This Amendment is supported by good and valuable consideration, the sufficiency of which is hereby acknowledged.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates appearing below.

DELOITTE CONSULTING LLP STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Name: Kathleen C. Madden

Title: Title: Director

Date: Date:

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SUMMARY OF AMENDMENTS

Amendment Number

Effective Date

Description

10 In Progress This Amendment renews the contract for FY26-27 and updates T&Cs.

9 In Progress This Amendment increases the pool of resource hours for FY25.

8 7/31/2024 This Amendment continues the pool of resource hours for the Contract through FY25.

7 11/02/2023 This Amendment adds a pool of resource hours to the Contract.

IDA004-4 Cancelled Extends the ERM Team efforts an additional three months into FY24.

IDA005-3 12/11/2023

This Amendment covers the infrastructure and operational changes needed for SI to support the following two factors. Factor #1 Increased Transaction Volumes and Factor #2 Increased M&O Costs.

IDA008-2 In Progress This Amendment adds another three months of services provided by a Contractor resources.

IDA008-1 05/30/2023 This Amendment adds another eleven months of services provided by a Contractor resources.

IDA005-2 05/30/2023 This Amendment is to memorialize certain efforts associated with the deployment of the FI module via the Path To Launch (PTL) 4 – Stage 3A by February 1, 2023.

IDA004-3 05/30/2023

This Amendment is to memorialize certain efforts associated with the deployment of the FI module via the Path To Launch (PTL) 4 – Stage 3A by February 1, 2023.

IDA006-2 05/30/2023

This Amendment is to memorialize certain efforts associated with the deployment of the EDI module via the Path To Launch (PTL) 4 – Stage 3A by February 1, 2023.

6 05/05/2022 This Amendment updates the offshoring language as well as updates the Go-Live date.

5 02/22/2022 This Amendment is to expand instances of JIRA/JAMA Application Lifecycle Management (ALM) tools by an additional 10 licenses to support end-to-end testing through November 2022 at a not to exceed cost of $25,551.95.

IDA005-1 01/05/2022 This Amendment is to update the FI Module Integration timeline to a go-live of July 1, 2022; adds additional SOW around X12 transaction updates and 20 additional integrations to other business systems. This Amendment is for a not to exceed fixed cost of $9,059,133.00.

IDA004-2 01/05/2022 Several delays (not attributed to Deloitte) were encountered for the PNM module resulting in Medicaid informing the OMES Stakeholders on August 4, 2021, to merge Phase 1 Integration efforts with the FI and EDI Implementation (referred to as Phase 2) and Go-Live on July 1, 2022.

This Amendment represents a net additional cost of $1,085,836.00.

4 01/05/2022 This is Amendment 4. ODM has requested Deloitte to extend its instances of JIRA/JAMA Application Lifecycle Management (ALM) tools to support end-to-end testing at a not to exceed cost of $259,348.00.

IDA006-1 12/29/2021 This is an amendment (Amendment 1) to IDA 006 which was executed to complete EDI Integration. The EDI Integration will require a 6-month extension at a cost of $440,495.73.

IDA008 10/14/2021 The Scope of Work and cost for this Amendment is the result of the contract Interval Deliverable Agreement (IDA) language used to incorporate new OMES modules and associated components. In this IDA008 the Contractor will provide Architecture Services to guide the OMES architectural work across all project teams, and to also assist ODM on other pertinent projects.

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IDA004-1 6/2/2021 This Amendment will update the timelines and program governance for implementation of the OMES PNM module to accurately reflect what deliverables have been completed within the current State fiscal year and the next.

IDA007 6/2/2021 The Scope of Work and cost for this Amendment is the result of the contract Interval Deliverable Agreement (IDA) language used to incorporate new OMES modules and associated components. In this IDA007 the Contractor will implement the Reference Data Management tool under the currently implemented Healthcare Interactive solution.

IDA006 4/28/2021 The Scope of Work and cost for this Amendment is the result of the contract Interval Deliverable Agreement (IDA) language used to incorporate new OMES modules. In this IDA Scope of Work the Contractor will be responsible for integrating the EDI module into the OMES system.

IDA005 1/26/2021 The Scope of Work and cost for this Amendment is the result of the contract Interval Deliverable Agreement (IDA) language used to incorporate new OMES modules. In this IDA Scope of Work the Contractor will be responsible for integrating the Financial Intermediary Module into the OMES system.

3 10/2/2020 This amendment is to allow for the storage of limited amounts of unmasked production data (including PII and PHI) in up to three lower non-production environments (SIT, UAT, and QA) to support end-to-end testing across all systems, as necessary to meet the immediate time constraints.

2 N/A Cancelled.

IDA004 3/16/2020 The Scope of Work and cost for this Amendment is the result of the contract Interval Deliverable Agreement (IDA) language used to incorporate new OMES modules. In this IDA Scope of Work the Contractor will be responsible for integrating the Provider Network Management Module into the OMES system.

1 1/9/2019 The Ohio Department of Medicaid is contracting with Deloitte Consulting via a DAS CSP 0A1188 to provide systems integration services for the OMES modular based solution. Due to a schedule change on behalf of the State, the scope of work and cost change reflected in this amendment is due to the updated work schedule, which will require Deloitte to retain resources longer than originally anticipated.