0A1286_Amendment_10_fully_signed.pdf

Gainwell Technologies LLC 0A1286, Amendment 10 Page 1 of 5

Version 7/23

OHIO MEDICAID ENTERPRISE SYSTEM (OMES) FINANCIAL INTERMEDIARY (FI) SERVICES

REQUEST FOR PROPOSALS CONTRACT (0A1286)

AMENDMENT 10

This Amendment 10 to contract #0A1286 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Gainwell Technologies LLC (the “Contractor”). This Amendment changes the terms of the Ohio Medicaid Enterprise System (OMES) Financial Intermediary (FI) Services Request for Proposals contract (0A1286) (the “Contract”).

WHEREAS, the State and Contractor entered into the Contract on November 24, 2020; and

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

NOW, THEREFORE, the Contract is amended as follows:

1. In Supplement 1, Scope of Work, delete the title of Section 7.4, Pooled Resource Hours (added in Amendment 4), and rename it as ”SFY24-SFY25 Pooled Resource Hours.”

2. In Supplement 1, Scope of Work, Article 7, Maintenance and Operations Requirements, add the following as new Section 7.7, SFY26-SFY27 Pooled Resource Hours:

7.7 SFY26-SFY27 Pooled Resource Hours

7.7.1 Maintenance and Operations

A. Maintenance and Operations (“M&O”) as defined in the Contract consists of maintenance and operational activities performed to ensure FI is fully functional and performs optimally until the system reaches the end of live. The M&O includes, but is not limited to, day-to-day and going support 24/7/365, maintenance, operations upgrades, administration, data management (such as replication, synchronization, and corrections), patches, repairs, monitoring the system, identifying and correcting system defects and issues, testing the application af ter upgrades and changes are made, adding and modifying configuration settings, tuning the release of sof tware, optimizing performance, ensuring audit logs, programs and documentation are current, and similar work. The M&O also includes work related to interactions, connectivity, interoperability, and functionality between and among FI and other OMES modules, managed care entities, state agencies, and other entities.

B. Contractor must have in place a dedicated team that will handle all M&O responsibilities for FI.

C. This group of individuals f rom Contractor who are responsible for FI M&O are referred to herein as “the Dedicated Ohio FI M&O Team” which consists of 15 full time equivalent individual (FTEs). Contract is responsible for adjusting, as needed, the number of FTEs to meet Contractor’s M&O obligations set forth in the Contract.

D. Contractor must identify for the State the names, resource role and titles, and position title descriptions for each member of the Dedicated Ohio FI M&O Team.

E. Contractor must identify for the State whether each Dedicated Ohio FI M&O Team member is dedicated full time or part time (and if part time, the amount of time, e.g., 0.5 day) to M&O work for the FI.

F. Contractor must provide a table of organization for the Dedicated Ohio FI M&O Team and update the State monthly when changes are made to staffing and organization of the Dedicated Ohio M&O Team, including but not limited to increasing or decreasing the number of team members or replacing team members.

G. For clarity, the Pool Hours (defined below) may not be used for the Dedicated Ohio FI M&O Team unless specif ically requested and approved by the State.

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7.7.2 Resources for Completion of Change Requests

Completion of work for Change Requests shall be governed as follows:

A. Existing Contractual Obligations

1. Contractor is responsible for all work needed that falls within the scope of Contractor’s existing contractual obligations as set forth in the Contract. Contractor will not be paid additional monies for this work other than as set forth in the Contract. Contractor agrees that the Contract ref lects the full compensation for Contractor’s contractual obligations to complete the work according to contractual requirements, regardless of whether the work has or has not yet been completed. Contractor acknowledges that there will be build work for which Contractor has already been compensated, but the associated work has not been completed, as yet. With respect to the deliverables enumerated and itemized in the Contract that Contractor may invoice for each such deliverable when the State approves the deliverable and authorizes Contractor to invoice.

2. Contractor agrees to dedicate the resources necessary to complete the work that falls within Contractor’s existing contractual obligations. This work must be completed consistent with the State’s planning and direction for implementation and Contractor’s existing contractual obligations.

3. Contractor agrees to dedicate the resources necessary to correct any system defects with FI. This work will be at no cost to the State.

B. Identifying Change Requests

1. If Contractor reasonably and in good faith believes that a specific project does not fall within the scope of Contactor’s existing contractual obligations, Contractor must submit the proposed work to the State as a “Change Request” in the form and process prescribed by the State. The request to the State must include, among other things, (i) a description of the work, (ii) Contractor’s assessment of why it believes the proposed is outside of existing contractual obligations, (iii) the resources Contractor proposes for the work, and (iv) the number of hours required to complete the work.

2. Af ter receiving a Change Request, the State will assess the Change Request and determine whether the State agrees or disagrees that the Change Request falls outside of Contractor’s existing contractual obligations. If the State disagrees with Contractor and believes that the specific work falls within the scope of existing contractual obligations, the State and Contractor must meet and in good faith discuss the dif ference of opinions and attempt to reach alignment.

C. Change Orders

1. Change Requests that the State and Contractor mutually agree fall outside of Contractor’s existing contractual obligations shall be referred to herein as “Change Orders.”

2. Contractor agrees to not begin the work on any Change Order unless and until the following have occurred:

a. The State and Contractor mutually agree on a written statement of work for the Change Order;

b. Contractor receives written approval by the State leadership to begin work;

and

c. This subsection is ef fective and a purchase order has been issued.

3. The State must have f inal approval over the hours used to complete Change Orders.

Contractor cannot exceed the hours approved by the State for work on a Change Order without written approval f rom the State. Estimates at the time of Change Order

Gainwell Technologies LLC 0A1286, Amendment 10 Page 3 of 5 approval are issued in good faith but are subject to change if agreed to by State and Contractor in writing.

D. Identif ication of Pool Hours

1. There shall exist a pool of hours separate from the Dedicated Ohio FI M&O Team work

(“Pool Hours”) for the Contractor’s work on Change Orders during fiscal year 2026 (the “FY 2026 Pool Hours”).

a. The number of FY 2026 Pool Hours is 60,000.

b. The rate for the FY 2026 Pool Hours is $156.67 per hour. The total not-to-exceed amount for FY 2026 Pool Hours is $9,400,200.00.

2. There shall exist Pool Hours for the Contractor’s work on Change Orders during fiscal year 2027 (the “FY 2027 Pool Hours”).

a. The number of FY 2027 Pool Hours is 60,000.

b. The rate for FY 2027 Pool Hours is $160.28 per hour. The total not-to-exceed amount for SFY2027 Pool Hours is $9,616,800.00.

7.7.3 Miscellaneous

A. Unless otherwise specified in the Change Order, the Contractor must invoice Pool Hours worked monthly in arrears. The invoices must fully describe the resources and progress on each Change Order. This includes resource names, resource roles and titles, position titles, total monthly hours, and a designation of what milestone achievement work was complete by each resource. The State will pay Pool Hours as incurred, following established invoicing processes.

B. Upon request by the State, Contractor must make available its books, records and documentation related to the Change Order work conducted by the Dedicated Ohio FI M&O Team.

C. Upon request by the State, Contractor must make available its books, records, and documentation related to the Change Order work conducted by Contractor’s FI resources other than Dedicated Ohio FI M&O Team resources.

D. Contractor must identify the Dedicated Ohio FI M&O Team members and resources working on Change Orders supporting FI work and provide monthly time sheets:

On or before close of business on the third day of each calendar month, Contractor must submit to the State a time sheet for the preceding month including information related to all Contractor resources who conducted work for the State. This time sheet must included, at minimum:

1. For each resource, by week:

a. The name of the resource;

b. The work conducted by the resource during each week or partial week of the preceding month; and

c. The hours worked for the State for each week or partial week of the preceding month.

2. When describing the work conducted by each resource, Contractor must include suf ficient information for the State to be able to assess the work completed and productivity of the resource. Time sheets can be a summary of work but there must be suf ficient detail for the State to be able to understand and assess what work the resource completed each week.

3. Contractor must invoice the State only for the hours that a resource actually worked for the State. Breaks, time off, vacations, and down time must not be included in the invoice.

4. The Contractor must submit time sheets to the State Contract Manager.

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5. Upon request, Contractor must make available all internal documentation and information supporting or validating the information in each time sheet.

7.7.4 Compensation

A. The maximum potential total of Contractor’s payment for f iscal year 2026 (July 1, 2025, through June 30, 2026) consists of :

1. M&O compensation def ined in the Contract; and

2. The total potential Pool Hours set forth in this Section 7.7.

B. The maximum potential total of Contractor’s payment for f iscal year 2027 (July 1, 2026, through June 30, 2027) consists of :

1. M&O compensation def ined in the Contract; and

2. The potential Pool Hours set forth in this Section 7.7.

C. For work on Change Orders by the Dedicated Ohio FI M&O Team for hours that are within the time those individuals are dedicated to M&O work for FI, Contractor is not entitled to additional compensation beyond the M&O compensation already set forth in the Contract.

D. Any additional costs and fees agreed to by the parties in a subsequent amendment to the Contract during fiscal years 2026 and 2027 will result in a corresponding decrease in the total amount of Pool Hours and not-to-exceed amount described herein.

3. In Template F, Cost Proposal Workbook, add a new tab titled “Amendment 10” with a not-to-exceed amount of $19,017,000.00 for the FY26-27 Pool Hours above. The revised Template F, 0A1286 Amendment 10 Cost Workbook, is incorporated into the Contract as if fully rewritten herein and is ef fective as of the ef fective date of this Amendment.

This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and ef fect 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 suf f iciency of which is hereby acknowledged.

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

GAINWELL TECHNOLOGIES LLC STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Name: Kathleen C. Madden

Title: Title: Director

Date: Date:

Mark Knickrehm

Chairman & Chief Executive Officer

9.30.25

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SUMMARY OF AMENDMENTS

Amendment Number

Ef fective Date Description

10 In Process This Amendment adds more pool hours and maintenance and operations for new functionality under section 7.7

9 5/22/2025 This Amendment updates T&Cs as part of the FY26-27 renewal.

8 4/9/2025 This Amendment updates the SLAs agreed to between the State and Contractor.

7 5/2/2025 This Amendment adds more pool hours and maintenance and operations for new functionality.

6 4/9/2025 This Amendment is to add language regarding the implementation and payments for the patient access and interoperability functionality.

5 9/4/2024 This Amendment is to update the SOW to include the Integrated Help Desk implementation and services requested by the agency.

4 10/11/2023 This Amendment is to establish a pool of hours for resources to assist in meeting requirements for OMES Go Live. The not-to-exceed fixed cost of the new requirements is $13,296,600.00

3 6/1/2023 This Amendment is to update the SOW to include the Integrated Help Desk implementation and services requested by the agency.

2 1/26/2023 To update a phased in “launch” for the FI solution and memorialize the movement of SFY22 funds to SFY23. The not-to-exceed f ixed cost of the new requirements is $42,272,541.33.

1 4/22/2022

To update the offshoring disclosure requirements and update the Go-Live date to July 1, 2022. In doing so this will shif t the timing of several deliverables as documented in this Amendment. The not-to-exceed f ixed cost of this change is $12,047,300.82.

OHIO MEDICAID ENTERPRISE SYSTEM (OMES) FINANCIAL INTERMEDIARY (FI) SERVICES REQUEST FOR PROPOSALS CONTRACT (0A1286)