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CA26-0900 • 2025
Proposed Contract No. CW134380 with Merative US L.P
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Proposed Contract No.
CA26-0900 Introduced by Chairman Mendelson at Office of the Secretary
Retained by the Council with comments from the Committee on Health
Proposed Contract No. CW134380 with Merative US L.P
MURIEL BOWSER MAYOR June 29, 2026 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. CW134380 with Merative US L.P (Merative) in the amount of $4,843,105.28. The period of performance is from date of Award through June 30, 2027. Under the proposed contract, Merative will provide renewal of software subscription, maintenance, and support services for the District’s existing Merative Cúram platform. Continued licensing and support are required to maintain system operability, receive vendor patche s and updates, resolve technical issues, and ensure compatibility with dependent systems and infrastructure. 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. 1 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 (Standard/Multiyear) (A) Contract Number: CW134380 Proposed Contractor: Merative U.S L.P. Proposed Contractor’s Principals: Anthony Vellucci, Managing Director Contract Amount (Base Period): $4,843,105.28 Unit and Method of Compensation: Fixed Unit Price Term of Contract: Date of Award through June 30, 2027 Type of Contract: Firm Fixed Price Source Selection Method: Exempt from Competition (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: $4,843,105.28 Option Period One Amount: $4,241,398.43 Explanation of difference from base period (if applicable): The amount for option period one is lower than the base period, because the Curam Action View Authorized User License, SW Subscription, and Support are only needed in the base period. Option Period Two Amount: $4,368,640.39 Explanation of difference from base period (if applicable): The amount for option period two is lower than the base period, because the Curam Action View Authorized User License, SW Subscription, and Support are only needed in the base period. 2 Option Period Three Amount: $4,499,699.60 Explanation of difference from base period (if applicable): The amount for option period three is lower than the base period, because the Curam Action View Authorized User License, SW Subscription, and Support are only needed in the base period. Option Period Four Amount: $4,634,690.59 Explanation of difference from base period (if applicable): The amount for option period four is lower than the base period, because the Curam Action View Authorized User License, SW Subscription, and Support are only needed in the base period. (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 Department of Health Care Finance requires a Contractor to provide renewal of software subscription, maintenance, and support services for the District’s existing Merative Cúram platform. Continued licensing and support are required to maintain system operability, receive vendor patches and updates, resolve technical issues, and ensure compatibility with dependent systems and infrastructure. (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 licenses, maintenance, and support of the software are proprietary and remain the intellectual property of Merative. Merative is the only source of the licenses, software subscription, and support and maintenance. Pursuant to the Procurement Practices Reform Act – Competition Exemptions §2-354.13(8), contracts shall be exempt from the competition requirements for maintenance and support of existing software and technology to the extent that the creator of the intellectual property is still protected and is the only source of the maintenance and support of the existing software and technology. (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: None (F) A description of any other contracts the proposed contractor is currently seeking or holds with the District: The existing contract, CW111811, is currently held by Merative with the District. Merative provides Merative Curam software services that provide software subscription and support to the DCAS System. 3 (G) 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 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. (H) 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: DSLBD approved a full waiver to waive the subcontracting requirements on April 24, 2026. (I) Performance standards and the expected outcome of the proposed contract: The expected outcome and performance standards of the Contractor is to ensure the Curam software remains operational. (J) 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 (K) 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 Office of the Chief Financial Officer has certified that funding is consistent with the applicable financial plan and budget. (L) A certification that the contract is legally sufficient, including whether the proposed contractor has any pending legal claims against the District: The Office of the Attorney General has certified that the proposed contract is legally sufficient. The contractor has no legal claims pending against the District. 4 (M) 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): The Citywide Clean Hands database indicates the contractor is current with its District taxes. (N) 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 contract has certified in the bidder/offeror certification form, that it is current with its federal taxes. (O) A certification that the proposed contractor has been determined not to violate section 334a of the Board of Ethics and Government Accountability Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a; and (2) A certification from the proposed contractor that it currently is not and will not be in violation of section 334a of the Board of Ethics and Government Accountability Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a: The contractor has certified, via the Bidder/Offeror Certification form, that it is (1) not in violation of section 334a of the Board of Ethics and Government Accountability Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a; and (2) currently is not and will not be in violation of section 334a of the Board of Ethics and Government Accountability Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a. (P) 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. (Q) Other aspects of the proposed contract that the Chief Procurement Officer considers significant: None 5 (R) 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 April 3, 2026 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. (S) 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 Exempt from Competition Determination and Findings for Contractor’s Responsibility Determination and Findings for Price Reasonableness (T) Where the contract, and any amendments or modifications, if executed, will be made available online: http://ocp.dc.gov (U) Where the original solicitation, and any amendments or modifications, will be made available online: N/A 1101 4th Street, SW Washington, DC 20024 Date of Notice: June 10, 2026 L0016651064Notice Number: FEIN: **-***0661 Case ID: 18996202 Government of the District of Columbia Office of the Chief Financial Officer Office of Tax and Revenue MERATIVE US L.P. 100 PHOENIX DR STE 200 ANN ARBOR MI 48108-2635 Branch Chief, Collection and Enforcement Administration Authorized By Melinda Jenkins 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. CERTIFICATE OF CLEAN 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. 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) § 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT 1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov COPY 441 4th St. NW, Suite 900 South, Washington, D.C. 20001 (202) 442-5988 FAX (202) 478-1373 GOVERNMENT OF THE DISTRICT OF COLUMBIA Department of Health Care Finance Office of the Chief Financial Officer MEMORANDUM TO: Nancy Hapeman 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: May 5, 2026 SUBJECT: Certification of Funding for DCAS Merative, US LP The Office of the Chief Financial Officer hereby certifies that the sum of $4,843,105.28 Financial Plan for Fiscal Year 2026 to fund the Merative, US LP contract for renewal of software subscriptions, maintenance & support services for the existing Merative Curam platform. This certification supports the Merative, US LP contract cost from July 1, 2026 through June 30, 2027. The fund allocation is as follows: Vendor: Merative, US LP Contract# CW134380 Fiscal Year 2026 Funding for One Time Payment: 07/01/2026 06/30/2027 Agency Fund Account Program Cost Center Project Award Sub Task Allocation Total HT0 4025002 7171009 100202 70155 200881 2002472 25.46 39.75% $1,451,677.73 HT0 1010001 7171009 100202 70155 203299 1000103 25.05 13.25% $483,892.59 JA0 1010001 7171009 100071 70321 400553 2002681 23.01 15.00% $547,802.93 HT0 1010001 7171009 100202 70155 202687 1000103 25.05 15.00% $547,802.93 HT0 1010001 7171009 100202 70155 203300 1000103 25.05 17.00% $620,843.32 FY26 Merative, US LP - Parent ID 10391 & 10464 Total $3,652,019.50 Fiscal Year 2026 Funding for One Time Payment: 07/01/2026 06/30/2027 Agency Fund Account Program Cost Center Project Award Sub Task Allocation Total HT0 4025002 7132001 100202 70155 200881 2002472 25.46 39.75% $473,456.59 HT0 1010001 7132001 100203 70261 - - - 13.25% $157,818.87 JA0 1010001 7132001 100071 70321 400553 2002681 23.01 15.00% $178,662.87 HT0 1010001 7132001 100203 70261 - - - 15.00% $178,662.87 HT0 1010001 7132001 100203 70261 - - - 17.00% $202,484.58 FY26 Merative, US LP Parent ID 10412 Total $1,191,085.78 -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. 400 6th Street NW, Suite 9100, Washington, DC 20001 (202) 727-3400 GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of the Attorney General ATTORNEY GENERAL BRIAN L. SCHWALB Commercial Division MEMORANDUM TO: Tomás Talamante Director Office of Policy and Legislative Affairs FROM: Robert Schildkraut Section Chief Government Contracts Section DATE: June 5, 2026 SUBJECT: Approval of Curam Software and Support Services Contractor: Merative US L.P. Contract Number: CW134380 Contract Amount: $4,843,105.28 This is to Certify that this Office has reviewed the above- referenced Contract and that we have found it to be legally sufficient. If you have any questions in this regard, please do not hesitate to call me at (202) 724-4018. ______________________________ Robert Schildkraut P.P. 1 AWARD/CONTRACT 1. Reserved for later use Page of Pages 1 55 2. Contract Number 3. Effective Date CW134380 See Box 20C 4. Requisition/Purchase Request/Project No. 5. Issued By: Code 6. Administered by (If other than line 5) Office of Contracting and Procurement 441 4th Street, N.W., 330 South Washington, D.C. 20001 Department of Health Care Finance DC Access System 955 L’Enfant Plaza Washington, DC 20024 7. Name and Address of Contractor (No. street, city, county, state and Zip Code) Merative US L.P. 100 Phoenix Dr STE 200 Ann Arbor, MI 48108-2635 Anthony Vellucci avellucci@merative.com 8. Delivery (See Section F) 9. Discount for prompt payment 10. Submit invoices to the Address shown in (2 copies unless otherwise specified) https://vendorportal.dc.gov Item Section G.2.1 Code Facility 11. Ship to/Mark For Department of Health Care Finance DC Access System 955 L’Enfant Plaza Washington, DC 20024 Code 12. Payment will be made by Code 13. Reserved for future use 14. Accounting and Appropriation Data 15A. Item 15B. Supplies/Services 15C. Qty. 15D. Unit 15E. Unit Price 15F. Amount 0001 S&S Renewals for Merative Curam Software Licenses 1 each $4,843,105.28 $4,843,105.28 Total Amount of Contract $4,843,105.28 16. Table of Contents (X) Section Description Page (X) Section Description Page PART I – THE PART II – CONTRACT CLAUSES X A Solicitation, Offer, and Award 1 X I Contract Clauses 35 X B Contract Type, Suppliers or Service and Price/Cost 2 PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS X C Specifications/Work Statement 11 X J List of Attachments 55 X D Packaging and Marking 21 PART IV – REPRESENTATIONS AND INSTRUCTIONS X E Inspection and Acceptance 22 K Representations, Certifications and Other Statements of Offerors X F Period of Performance and Deliverables 23 X G Contract Administration 25 L Instructions, conditions & notices to offerors X H Special Contract Requirements 31 M Evaluation factors for award Contracting Officer will complete Item 17 or 18 as applicable 17. CONTRACTOR’S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return 1 copies to issuing office.) Contractor agrees to furnish and deliver all items, perform all the services set forth or otherwise identified above and on any continuation sheets, for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.) 18. AWARD (Contractor is not required to sign this document.) Your offer on Solicitation Number N/A , including the additions or changes made by which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government’s solicitation and your offer, and (b) this award/contract. No further contractual document is necessary. 19A. Name and Title of Signer (Type or print) 20A. Name of Contracting Officer Latora Davis 19B. Name of Contractor (Signature of person authorized to sign) 19C. Date Signed 20B. District of Columbia (Signature of Contracting Officer) 20C. Date Signed Government of the District of Columbia Department of Health Care Finance Anthony L Vellucci 06/03/2026 CW134380 – Merative Curam Software and Support 2 SECTION B: CONTRACT TYPE, SUPPLIES OR SERVICES AND PRICE/COST B.1 The office of Contracting and Procurement on behalf of the Department of Health Care Finance (DHCF), seeks a Contractor to provide renewal of software subscription, maintenance, and support services for the District’s existing Merative Cúram platform. Continued licensing and support are required to maintain system operability, receive vendor patches and updates, resolve technical issues, and ensure compatibility with dependent systems and infrastructure. B.2 The District contemplates award of a Firm Fixed Price contract in accordance with 27 DCMR Chapter 24. This contract is exempt from competition in accordance with section §2-354.13 (8) of the Procurement Practices Reform Act of 2010. B.3 PRICE SCHEDULE B.3.1 BASE YEAR Contract Line Item No. (CLIN) Item Description Qty. Unit Price Total Price 0001 S&S Renewals for Merative Curam Software Licenses Owned by the District identified in C.5.2 Table 1 3150 $27.99 $88,191.70 0002 Merative Curam Appeals Professional Authorized User Annual SW Subscription & Support Renewal 1350 $2.800 $3,779.65 0003 Merative Curam Business Intelligence and Analytics Authorized User Annual SW Subscription & Support Renewal 3150 $6.44 $20,298.09 0004 Merative Curam Business Intelligence and Analytics Professional Authorized User Annual SW Subscription & Support Renewal 1350 $0.64 $869.92 0005 Merative Curam Outcome Management Authorized User Annual SW Subscription & Support Renewal 3150 $144.43 $454,957.16 0006 Merative Curam Outcome Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $14.44 $19,498.17 0007 Merative Curam Provider Management Authorized User Annual SW Subscription & Support Renewal 3150 $91.10 $286,972.98 0008 Merative Curam Provider Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $9.11 $12,298.84 0009 Merative Curam Social Enterprise Collaboration Authorized User Annual SW Subscription & Support Renewal 3150 $74.21 $233,777.99 CW134380 – Merative Curam Software and Support 3 B.3.2 OPTION YEAR ONE CLIN Item Description Qty. Unit Price Total Price 1001 Merative Curam Appeals Authorized User Annual SW Subscription & Support Renewal 3150 $28.83 $90,837.45 1002 Merative Curam Appeals Professional Authorized User Annual SW Subscription & Support Renewal 1350 $2.88 $3,893.04 0010 Merative Curam Social Enterprise Collaboration Professional Authorized User Annual SW Subscription & Support Renewal 1350 $7.42 $10,019.06 0011 Merative Curam Universal Access Resource Value Unit Annual SW Subscription 375000 $0.64 $241,643.80 0012 Merative Curam Social Program Management Platform Authorized User Annual SW Subscription & Support Renewal 3150 $479.95 $1,511,857.64 0013 Merative Curam Social Program Management Platform Professional Authorized User Annual SW Subscription & Support Renewal 1350 $47.99 $64,793.90 0014 Merative Curam Income Support Authorized User Annual SW Subscription & Support Renewal 3150 $163.98 $516,551.37 0015 Merative Curam Income Support Professional Authorized User Annual SW Subscription & Support Renewal 1350 $16.39 $22,137.91 0016 Merative Curam Evidence Broker Authorized User Annual SW Subscription & Support Renewal 3150 $54.21 $170,783.92 0017 Merative Curam Life Event Management Authorized User Annual SW Subscription & Support Renewal 3150 $54.21 $170,783.92 0018 Merative Curam Life Event Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $5.42 $7,319.31 0019 Merative Curam Verification Engine Authorized User Annual SW Subscription & Support Renewal 3150 $32.44 $102,190.38 0020 Merative Curam Verification Engine Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.24 $4,379.59 0021 Cúram Action View Authorized User License + SW Subscription + Support 12 Months 3150 $273.96 $862,964.94 0022 Cúram Action View Professional Authorized User License + SW Subscription + Support 12 Months 1350 $27.43 $37,035.06 0023 Cúram Action View Professional Authorized User Annual SW Subscription + Support Renewal 0 $0 $0 0024 Cúram Action View Authorized User Annual SW Subscription + Support Renewal 0 $0 $0 Base Year Total for B.3.1 $4,843,105.28 CW134380 – Merative Curam Software and Support 4 1003 Merative Curam Business Intelligence and Analytics Authorized User Annual SW Subscription & Support Renewal 3150 $6.63 $20,907.03 1004 Merative Curam Business Intelligence and Analytics Professional Authorized User Annual SW Subscription & Support Renewal 1350 $0.66 $896.01 1005 Merative Curam Outcome Management Authorized User Annual SW Subscription & Support Renewal 3150 $148.76 $468,605.87 1006 Merative Curam Outcome Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $14.87 $20,083.11 1007 Merative Curam Provider Management Authorized User Annual SW Subscription & Support Renewal 3150 $93.83 $295,582.17 1008 Merative Curam Provider Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $9.38 $12,667.80 1009 Merative Curam Social Enterprise Collaboration Authorized User Annual SW Subscription & Support Renewal 3150 $76.44 $240,791.33 1010 Merative Curam Social Enterprise Collaboration Professional Authorized User Annual SW Subscription & Support Renewal 1350 $7.64 $10,319.63 1011 Merative Curam Universal Access Resource Value Unit Annual SW Subscription 375000 $0.66 $248,893.11 1012 Merative Curam Social Program Management Platform Authorized User Annual SW Subscription & Support Renewal 3150 $494.35 $1,557,213.37 1013 Merative Curam Social Program Management Platform Professional Authorized User Annual SW Subscription & Support Renewal 1350 $49.43 $66,737.72 1014 Merative Curam Income Support Authorized User Annual SW Subscription & Support Renewal 3150 $168.90 $532,047.91 1015 Merative Curam Income Support Professional Authorized User Annual SW Subscription & Support Renewal 1350 $16.89 $22,802.05 1016 Merative Curam Evidence Broker Authorized User Annual SW Subscription & Support Renewal 3150 $55.84 $175,907.44 1017 Merative Curam Life Event Management Authorized User Annual SW Subscription & Support Renewal 3150 $55.84 $175,907.44 1018 Merative Curam Life Event Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $5.58 $7,538.89 1019 Merative Curam Verification Engine Authorized User Annual SW Subscription & Support Renewal 3150 $33.41 $105,256.09 1020 Merative Curam Verification Engine Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.34 $4,510.98 1021 Cúram Action View Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 CW134380 – Merative Curam Software and Support 5 1022 Cúram Action View Professional Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 1023 Cúram Action View Professional Authorized User Annual SW Subscription + Support Renewal 3150 $54.79 $172,588.50 1024 Cúram Action View Authorized User Annual SW Subscription + Support Renewal 1350 $5.49 $7,411.50 Option Year One Total for B.3.2 $4,241,398.43 B.3.3 OPTION YEAR TWO CLIN Item Description Qty. Unit Price Total Price 2001 Merative Curam Appeals Authorized User Annual SW Subscription & Support Renewal 3150 $29.70 $93,562.57 2002 Merative Curam Appeals Professional Authorized User Annual SW Subscription & Support Renewal 1350 $2.97 $4,009.83 2003 Merative Curam Business Intelligence and Analytics Authorized User Annual SW Subscription & Support Renewal 3150 $6.83 $21,534.24 2004 Merative Curam Business Intelligence and Analytics Professional Authorized User Annual SW Subscription & Support Renewal 1350 $0.68 $922.90 2005 Merative Curam Outcome Management Authorized User Annual SW Subscription & Support Renewal 3150 $153.22 $482,664.05 2006 Merative Curam Outcome Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $15.32 $20,685.61 2007 Merative Curam Provider Management Authorized User Annual SW Subscription & Support Renewal 3150 $96.65 $304,449.63 2008 Merative Curam Provider Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $9.66 $13,047.84 2009 Merative Curam Social Enterprise Collaboration Authorized User Annual SW Subscription & Support Renewal 3150 $78.73 $248,015.07 2010 Merative Curam Social Enterprise Collaboration Professional Authorized User Annual SW Subscription & Support Renewal 1350 $7.87 $10,629.22 2011 Merative Curam Universal Access Resource Value Unit Annual SW Subscription 375000 $0.68 $256,359.91 2012 Merative Curam Social Program Management Platform Authorized User Annual SW Subscription & Support Renewal 3150 $509.18 $1,603,929.77 2013 Merative Curam Social Program Management Platform Professional Authorized User Annual SW Subscription & Support Renewal 1350 $50.91 $68,739.85 2014 Merative Curam Income Support Authorized User Annual SW Subscription & Support Renewal 3150 $173.97 $548,009.34 CW134380 – Merative Curam Software and Support 6 2015 Merative Curam Income Support Professional Authorized User Annual SW Subscription & Support Renewal 1350 $17.39 $23,486.11 2016 Merative Curam Evidence Broker Authorized User Annual SW Subscription & Support Renewal 3150 $57.51 $181,184.66 2017 Merative Curam Life Event Management Authorized User Annual SW Subscription & Support Renewal 3150 $57.51 $181,184.66 2018 Merative Curam Life Event Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $5.75 $7,765.06 2019 Merative Curam Verification Engine Authorized User Annual SW Subscription & Support Renewal 3150 $34.41 $108,413.77 2020 Merative Curam Verification Engine Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.44 $4,646.31 2021 Cúram Action View Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 2022 Cúram Action View Professional Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 2023 Cúram Action View Professional Authorized User Annual SW Subscription + Support Renewal 3150 $56.43 $177,766.16 2024 Cúram Action View Authorized User Annual SW Subscription + Support Renewal 1350 $5.65 $7,633.85 Option Year Two Total for B.3.3 $4,368,640.39 B.3.4 OPTION YEAR THREE CLIN Item Description Qty. Unit Price Total Price 3001 Merative Curam Appeals Authorized User Annual SW Subscription & Support Renewal 3150 $30.59 $96,369.45 3002 Merative Curam Appeals Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.05 $4,130.12 3003 Merative Curam Business Intelligence and Analytics Authorized User Annual SW Subscription & Support Renewal 3150 $7.04 $22,180.27 3004 Merative Curam Business Intelligence and Analytics Professional Authorized User Annual SW Subscription & Support Renewal 1350 $0.70 $950.58 3005 Merative Curam Outcome Management Authorized User Annual SW Subscription & Support Renewal 3150 $157.82 $497,143.97 3006 Merative Curam Outcome Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $15.78 $21,306.17 3007 Merative Curam Provider Management Authorized User Annual SW Subscription & Support Renewal 3150 $99.55 $313,583.12 CW134380 – Merative Curam Software and Support 7 3008 Merative Curam Provider Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $9.95 $13,439.27 3009 Merative Curam Social Enterprise Collaboration Authorized User Annual SW Subscription & Support Renewal 3150 $81.09 $255,455.52 3010 Merative Curam Social Enterprise Collaboration Professional Authorized User Annual SW Subscription & Support Renewal 1350 $8.11 $10,948.09 3011 Merative Curam Universal Access Resource Value Unit Annual SW Subscription 375000 $0.70 $264,050.70 3012 Merative Curam Social Program Management Platform Authorized User Annual SW Subscription & Support Renewal 3150 $524.46 $1,652,047.66 3013 Merative Curam Social Program Management Platform Professional Authorized User Annual SW Subscription & Support Renewal 1350 $52.44 $70,802.05 3014 Merative Curam Income Support Authorized User Annual SW Subscription & Support Renewal 3150 $179.19 $564,449.62 3015 Merative Curam Income Support Professional Authorized User Annual SW Subscription & Support Renewal 1350 $17.91 $24,190.70 3016 Merative Curam Evidence Broker Authorized User Annual SW Subscription & Support Renewal 3150 $59.24 $186,620.20 3017 Merative Curam Life Event Management Authorized User Annual SW Subscription & Support Renewal 3150 $59.24 $186,620.20 3018 Merative Curam Life Event Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $5.92 $7,998.01 3019 Merative Curam Verification Engine Authorized User Annual SW Subscription & Support Renewal 3150 $35.45 $111,666.19 3020 Merative Curam Verification Engine Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.54 $4,785.70 3021 Cúram Action View Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 3022 Cúram Action View Professional Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 3023 Cúram Action View Professional Authorized User Annual SW Subscription + Support Renewal 3150 $58.12 $183,099.14 3024 Cúram Action View Authorized User Annual SW Subscription + Support Renewal 1350 $5.82 $7,862.86 Option Year Three Total for B.3.4 $4,499,699.60 CW134380 – Merative Curam Software and Support 8 B.3.5 OPTION YEAR FOUR CLIN Item Description Qty. Unit Price Total Price 4001 Merative Curam Appeals Authorized User Annual SW Subscription & Support Renewal 3150 $31.51 $99,260.54 4002 Merative Curam Appeals Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.15 $4,254.03 4003 Merative Curam Business Intelligence and Analytics Authorized User Annual SW Subscription & Support Renewal 3150 $7.25 $22,845.68 4004 Merative Curam Business Intelligence and Analytics Professional Authorized User Annual SW Subscription & Support Renewal 1350 $0.72 $979.10 4005 Merative Curam Outcome Management Authorized User Annual SW Subscription & Support Renewal 3150 $162.55 $512,058.29 4006 Merative Curam Outcome Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $16.25 $21,945.36 4007 Merative Curam Provider Management Authorized User Annual SW Subscription & Support Renewal 3150 $102.53 $322,990.61 4008 Merative Curam Provider Management Professional Authorized User Annual SW Subscription & Support Renewal 1350 $10.25 $13,842.45 4009 Merative Curam Social Enterprise Collaboration Authorized User Annual SW Subscription & Support Renewal 3150 $83.53 $263,119.18 4010 Merative Curam Social Enterprise Collaboration Professional Authorized User Annual SW Subscription & Support Renewal 1350 $8.35 $11,276.54 4011 Merative Curam Universal Access Resource Value Unit Annual SW Subscription 375000 $0.72 $271,972.22 4012 Merative Curam Social Program Management Platform Authorized User Annual SW Subscription & Support Renewal 3150 $540.19 $1,701,609.09 4013 Merative Curam Social Program Management Platform Professional Authorized User Annual SW Subscription & Support Renewal 1350 $54.01 $72,926.11 4014 Merative Curam Income Support Authorized User Annual SW Subscription & Support Renewal 3150 $184.56 $581,383.11 4015 Merative Curam Income Support Professional Authorized User Annual SW Subscription & Support Renewal 1350 $18.45 $24,916.42 4016 Merative Curam Evidence Broker Authorized User Annual SW Subscription & Support Renewal 3150 $61.02 $192,218.81 4017 Merative Curam Life Event Management Authorized User Annual SW Subscription & Support Renewal 3150 $61.02 $192,218.81 4018 Merative Curam Life Event Management Professional Authorized User Annual SW Subscription & Support 1350 $6.10 $8,237.95 CW134380 – Merative Curam Software and Support 9 Renewal 4019 Merative Curam Verification Engine Authorized User Annual SW Subscription & Support Renewal 3150 $36.51 $115,016.17 4020 Merative Curam Verification Engine Professional Authorized User Annual SW Subscription & Support Renewal 1350 $3.65 $4,929.27 4021 Cúram Action View Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 4022 Cúram Action View Professional Authorized User License + SW Subscription + Support 12 Months 0 $0 $0 4023 Cúram Action View Professional Authorized User Annual SW Subscription + Support Renewal 3150 $59.87 $188,592.11 4024 Cúram Action View Authorized User Annual SW Subscription + Support Renewal 1350 $5.99 $8,098.75 Option Year Four Total for B.3.5 $4,634,690.59 B.4 RESERVED B.5 For contracts in excess of $250,000, at least 35% of the dollar volume of the contract shall be subcontracted in accordance with section H.9. A Subcontracting Plan form is available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents”. B.6.1 NONPROFIT FAIR COMPENSATION ACT OF 2020, D.C. Code § 2-222.01 et seq. Nonprofit organizations, as defined in the Act, shall include in their rates the indirect costs incurred in provision of goods or performance of services under this contract pursuant to the nonprofit organization's unexpired Negotiated Indirect Cost Rate Agreement (NICRA). If a nonprofit organization does not have an unexpired NICRA, the nonprofit organization may elect to instead include in its rates its indirect costs: 1. As calculated using a de minimis rate of 10% of all direct costs under this contract; 2. By negotiating a new percentage indirect cost rate with the awarding agency; 3. As calculated with the same percentage indirect cost rate as the nonprofit organization negotiated with any District agency within the past 2 years; however, a nonprofit organization may request to renegotiate indirect costs rates in accordance with B.6.2; or 4. As calculated with a percentage rate and base amount, determined by a certified public accountant, as defined in the Act, using the nonprofit organization's audited financial statements from the immediately preceding fiscal year, pursuant to the OMB Uniform Guidance, and certified in writing by the certified public accountant. CW134380 – Merative Curam Software and Support 10 B.6.2 If this contract is funded by a federal agency, indirect costs shall be consistent with the requirements for pass-through entities in 2 C.F.R. § 200.331, or any successor regulations. B.6.3 The Contractor shall pay its subcontractors which are nonprofit organizations the same indirect cost rates as the nonprofit organization subcontractors would have received as a prime contractor. CW134380 – Merative Curam Software and Support 11 SECTION C: SPECIFICATIONS/WORK STATEMENT C.1 SCOPE The Department of Health Care Finance (DHCF) requires a Contractor to provide renewal of software subscription, maintenance, and support services for the District’s existing Merative Cúram platform. Continued licensing and support are required to maintain system operability, receive vendor patches and updates, resolve technical issues, and ensure compatibility with dependent systems and infrastructure. The Curam platform serves as the core rules and case management application that powers the District’s DCAS system. It supports eligibility determination, case processing, and benefit management for multiple health and human services programs. Curam provides the configurable business rules framework, workflow capabilities, and integration services that enable DCAS to process applications, manage ongoing cases, and interface with federal and District partner systems. This platform ensures that DCAS operates efficiently, consistently, and in compliance with federal and District program requirements. C.2 APPLICABLE DOCUMENTS The following documents are applicable to this contract and are hereby incorporated by this reference: Item No. Document Type Title Date 1 Federal Law 42 USC 1396b Social Security Act Grants to States for Medical Assistance Programs and Section 1903(a), (b), (d) – Federal Financial Participation Requirements Mechanized Claims Payment and Information Retrieval Systems https://www.ssa.gov/OP_Home/ssact/title19/1903.htm Most Recent 2 Federal Regulation 45 CFR Part 95 – General Administration – Grant Programs (Public Assistance and Medical Assistance) http://law.justia.com/cfr/title45/45cfr95_main_02.html Most Recent 3 Federal Regulation 45 CFR Part 160 and 164 Health Insurance Portability and Accountability Act (HIPAA) Regulations http://www.hhs.gov/ocr/privacy/hipaa/administrative/ privacyrule/index.html Most Recent 4 Federal Regulation 45 CFR 95.621 Automated Data Processing (ADP) Reviews http://www.law.cornell.edu/cfr/text/45/95.621 Most Recent 5 Federal Regulation 42 CFR 433.112 - FFP for design, development, installation or enhancement of mechanized claims processing and information retrieval systems http://www.law.cornell.edu/cfr/text/42/433.112 Most Recent CW134380 – Merative Curam Software and Support 12 6 National Standard Guide for Developing Security Plans for Federal Information Systems NIST SP 800-18 http://csrc.nist.gov/publications/nistpubs/800-18- Rev1/sp800-18-Rev1-final.pdf Most Recent 7 Federal Regulation Guide for Performing Risk Assessments NIST SP 800-30. http://csrc.nist.gov/publications/nistpubs/800-30- rev1/sp800_30_r1.pdf Most Recent 8 Federal Regulation Guidance for Exchange and Medicaid Information Technology (IT) Systems Version 2.0 -- Most Recent CW134380 – Merative Curam Software and Support 13 https://www.cms.gov/CCIIO/Resources/Files/Downlo ads/exchange_medicaid_it_guidance_05312011.pdf 9 Federal Regulation Medicaid Information Technology Architecture (MITA) Version 3.0 -- https://www.medicaid.gov/medicaid/data-and- systems/mita/mita-30/index.html Volume II: Minimum Acceptable Risk Standards for Exchanges Version 2.0 -- https://www.cms.gov/CCIIO/Resources/Regulations- and-Guidance/Downloads/2-MARS-E-v2-0- Minimum-Acceptable-Risk-Standards-for-Exchanges- 11102015.pdf Most Recent 10 Federal Regulation Patient Protection and Affordable Care Act, Public Law 111-148 – https://www.gpo.gov/fdsys/pkg/PLAW- 111publ148/pdf/PLAW-111publ148.pdf Most Recent 11 Federal Regulation Publication 1075: Tax Information Security Guidelines for Federal, District and Local Agencies, OBM No. 1545-0962 https://www.irs.gov/pub/irs- pdf/p1075.pdf Most Recent 12 Federal Regulation The guidance of the National Institute of Standards and Technology, Computer Security Division - http://csrc.nist.gov Most Recent 13 Federal Regulation The Federal Information Security Modernization Act (FISMA) - http://csrc.nist.gov/drivers/documents/FISMA- final.pdf Most Recent 14 Federal Regulation The Americans with Disabilities Act – http://www.ada.gov Most Recent 15 Federal Regulation The “Electronic Information Exchange Security Requirements and Procedures for District and Local Agencies Exchanging Electronic Information with the Social Security Administration.” This document, labeled as “sensitive” by the Social Security Administration, will be provided to the contractor post award. Most Recent 16 Federal Regulation 7 CFR Subchapter C - FOOD STAMP AND FOOD DISTRIBUTION PROGRAM [FNS Handbook 901] Most Recent C.3 DEFINITIONS C.3.1 Authorized User: A licensed individual permitted to access the software. CW134380 – Merative Curam Software and Support 14 C .3.2 Curam Platform: A commercial off-the-shelf system used by government agencies to manage health and human services programs. C.3.3 Hotfix: An urgent update issued to resolve a critical issue. C .3.4 Maintenance: Vendor-provided updates, fixes, and technical assistance. C .3.5 Patch: A software update designed to correct errors or vulnerabilities. C .3.6 Professional User: A licensed user with expanded functionality rights beyond standard users. C. 4 BACKGROUND T he District of Columbia (the “District”) Office of Contracting and Procurement, on behalf of the Department of Health Care Finance (DHCF), seeks to obtain renewal of maintenance and support for existing Merative Cúram software licenses. T he District of Columbia Access System (DCAS) is a state-of-the-art health and human services solution providing the District with an integrated eligibility system for Medicaid, the Supplemental Nutrition Assistance Program (SNAP), Temporary Assistance for Needy Families (TANF), and other programs. DCAS also supports the District’s health insurance marketplace under the DC Health Benefit Exchange Authority (HBX) and implements provisions of the Affordable Care Act (ACA), including Advanced Premium Tax Credits (APTC) and Modified Adjusted Gross Income (MAGI) Medicaid eligibility determinations. DC AS is a mission-critical system that requires continuous vendor maintenance, technical support, and software updates to ensure system stability, security, and compliance. C. 5 REQUIREMENTS C .5.1 The Contractor shall provide software subscription, maintenance, and support services for the Merative Cúram software identified in Table 1 in C.5.2. C .5.1.1 Coverage for all products currently in use by the District in support of DCAS. C .5.1.2 Annual renewal of subscription, maintenance and support for all Merative software products listed in Table 1 that are owned by the District. C .5.1.3 Troubleshooting assistance and access to vendor technical resources, including knowledge bases, technical notes, documentation repositories, and diagnostic tools. a. D ownloadable system fixes, patches, product feature packs, and new software releases applicable to the District’s licensed software. b. P roduct upgrades that provide performance improvements, security enhancements, usability improvements, and new technology features incorporated into licensed software. CW134380 – Merative Curam Software and Support 15 C.5.2 Table 1 – S&S Renewals for Merative Curam Software Licenses Owned by the District Table 1 identifies the complete inventory of Merative Cúram licenses and associated subscription and support services owned by the District. Item Part Number Description QTY Base Year S&S Coverage Option Year One S&S Coverage Option Year Two S&S Coverage Option Year Three S&S Coverage Option Year Four S&S Coverage 1 E0E61LL Merative Curam Appeals Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 2 E0E64LL Merative Curam Appeals Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 3 E0E6ALL Merative Curam Business Intelligence and Analytics Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 4 E0E6DLL Merative Curam Business Intelligence and Analytics Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 CW134380 – Merative Curam Software and Support 16 5 E0E6GLL Merative Curam Outcome Management Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 6 E0E6JLL Merative Curam Outcome Management Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 7 E0E6QLL Merative Curam Provider Management Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 8 E0E6TLL Merative Curam Provider Management Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 9 E0E6WLL Merative Curam Social Enterprise Collaboration Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 CW134380 – Merative Curam Software and Support 17 10 E0E6ZLL Merative Curam Social Enterprise Collaboration Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 11 E0E72LL Merative Curam Universal Access Resource Value Unit Annual SW Subscription & Support Renewal 375,000 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 12 E0E75LL Merative Curam Social Program Management Platform Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 13 E0E78LL Merative Curam Social Program Management Platform Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 14 E0E7KLL Merative Curam Income Support Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 CW134380 – Merative Curam Software and Support 18 15 E0E7NLL Merative Curam Income Support Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 16 E0ECCLL Merative Curam Evidence Broker Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 17 E0ECFLL Merative Curam Life Event Management Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 18 E0ECILL Merative Curam Life Event Management Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 19 E0ECPLL Merative Curam Verification Engine Authorized User Annual SW Subscription & Support Renewal 3,150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 CW134380 – Merative Curam Software and Support 19 20 E0ECSLL Merative Curam Verification Engine Professional Authorized User Annual SW Subscription & Support Renewal 1,350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 21 E300003 Cúram Action View Professional Authorized User Annual SW Subscription + Support Renewal (Option Year One through Option Year Four Only) 3150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 22 E300004 Cúram Action View Authorized User Annual SW Subscription + Support Renewal (Option Year One through Option Year Four Only) 1350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 23 D300011 Cúram Action View Authorized User License + SW Subscription + Support 12 Months (Base Year Only) 3150 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 24 D300012 Cúram Action View Professional Authorized 1350 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 – 6/30/2031 CW134380 – Merative Curam Software and Support 20 User License + SW Subscription + Support 12 Months (Base Year Only) CW134380 – Merative Curam Software and Support 21 SECTION D: RESERVED CW134380 – Merative Curam Software and Support 22 SECTION E: RESERVED 23 CW134380 – Merative Curam Software and Support SECTION F: PERIOD OF PERFORMANCE AND DELIVERABLES F.1 T ERM OF CONTRACT F.1.1 The term of the contract shall be for a period of the Date of Award through June 30, 2027. F.2 OPTION TO EXTEND T HE TERM OF THE CONTRACT F.2.1 The District may extend the term of this contract for a period of four (4) one-year option periods, or successive fractions thereof, by written notice to the Contractor before the expiration of the contract; provided that the District will give the Contractor preliminary written notice of its intent to extend at least thirty (30) days before the contract expires. The preliminary notice does not commit the District to an extension. The exercise of this option is subject to the availability of funds at the time of the exercise of this option. The Contractor may waive the thirty (30) day preliminary notice requirement by providing a written waiver to the Contracting Officer prior to expiration of the contract. F .2.2 If the District exercises this option, the extended contract shall be considered to include this option provision. F.2.3 The price for the option period shall be as specified in Section B of the contract. F .2.4 The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years. F. 3 DELIVERABLES T he contractor shall perform the activities required to successfully complete the District’s requirements as set forth in section C, above and submit each deliverable to the Contract Administrator (CA) identified in section G.9 in accordance with the following: CLIN Deliverable Quantity Format/Method of Delivery Due Date 0001 Table 1 – 2026 S&S Renewals for Merative Curam Software Licenses Owned by the District C.5.2 Various Electronic 7/01/2026 0001 Support Authorization Documentation - Proof of active ve ndor maintenance and support coverage. Various Electronic 7/01/2026 CW134380 – Merative Curam Software and Support 24 (C.5.1.2) 0001 Update & Patch Access - Confirmation of eligibility to receive vendor updates and security patches. (C.5.1.3) Various Electronic 7/1/2026 0001 Support Contact Information - Vendor support contacts and escalation procedures. (C.5.1.3) Various Electronic 7/1/2026 F.3.1 The contractor shall submit to the District, as a deliverable, the report described in section H.5.5 that is required by the 51% District Residents New Hires Requirements and First Source Employment Agreement. If the contractor does not submit the report as part of the deliverables, final payment to the contractor shall not be paid pursuant to section G.3.2. CW134380 – Merative Curam Software and Support 25 SECTION G: CONTRACT ADMINISTRATION G.1 INVOICE PAYMENT G.1.1 The District will make payments to the Contractor, upon the submission of proper invoices, at the prices stipulated in this contract, for supplies delivered and accepted or services performed and accepted, less any discounts, allowances or adjustments provided for in this contract. G.1.2 The District will pay the Contractor on or before the 30th day after receiving a proper invoice from the Contractor. G.2 INVOICE SUBMITTAL G.2.1 The Contractor shall create and submit payment requests in an electronic format through the DC Vendor Portal, https://vendorportal.dc.gov G.2.2 The Contractor shall submit proper invoices on a monthly basis or as otherwise specified in Section G.4. G.2.3 To constitute a proper invoice, the Contractor shall submit the following information on the invoice: G.2.3.1 Contractor’s name, federal tax ID and invoice date (date invoices as of the date of mailing or transmittal); G.2.3.2 Contract number and invoice number; G.2.3.3 Description, price, quantity and the date(s) that the supplies or services were delivered or performed; G.2.3.4 Other supporting documentation or information, as required by the Contracting Officer; G.2.3.5 Name, title, telephone number and complete mailing address of the responsible official to whom payment is to be sent; G.2.3.6 Name, title, phone number of person preparing the invoice; G.2.3.7 Name, title, phone number and mailing address of person (if different from the person identified in G.2.3.6 above) to be notified in the event of a defective invoice; and G.2.3.8 Authorized signature. G.3 FIRST SOURCE AGREEMENT REQUEST FOR FINAL PAYMENT G.3.1 For contracts subject to the 51% District Residents New Hires Requirements and First Source Employment Agreement requirements, final request for payment must be accompanied by the report or a waiver of compliance discussed in section H.5.5. CW134380 – Merative Curam Software and Support 26 G.3.2 The District shall not make final payment to the contractor until the agency CFO has received the CO’s final determination or approval of waiver of the contractor’s compliance with 51% District Residents New Hires Requirements and First Source Employment Agreement requirements. G.4 PAYMENT G.4.1 The District will pay the contractor invoices in accordance with Section B.3 Price Schedule at the prices stipulated in this contract, for services/deliverables required in Section F (Deliverables) performed and accepted, less any discounts, allowances or adjustments provided for in this contract, upon presentation of a properly executed invoice to the Contract Administrator identified in Section G.9. Invoiced in full upon Contract Execution. G.4.2 PARTIAL PAYMENTS Unless otherwise specified in this contract, payment will be made on partial deliveries of goods and services accepted by the District if: G.4.2.1 The amount due on the deliveries warrants it; or G.4.2.2 The contractor requests it and the amount due on the deliveries is in accordance with the following: G.4.2.2.1 "Payment will be made on completion and acceptance of each item for which the price is stated in the Schedule in Section B". G.4.2.3 Presentation of a proper invoice. G.5 ASSIGNMENT OF CONTRACT PAYMENTS G.5.1 In accordance with 27 DCMR 3250, the Contractor may assign to a bank, trust company, or other financing institution funds due or to become due as a result of the performance of this contract. G.5.2 Any assignment shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party. G.5.3 Notwithstanding an assignment of contract payments, the Contractor, not the assignee, is required to prepare invoices. Where such an assignment has been made, the original copy of the invoice must refer to the assignment and must show that payment of the invoice is to be made directly to the assignee as follows: “Pursuant to the instrument of assignment dated , make payment of this invoice to (name and address of assignee).” G.6 THE QUICK PAYMENT ACT G.6.1 Interest Penalties to Contractors CW134380 – Merative Curam Software and Support 27 G.6.1.1 The District will pay interest penalties on amounts due to the Contractor under the Quick Payment Act, D.C. Official Code § 2-221.01 et seq., as amended, for the period beginning on the day after the required payment date and ending on the date on which payment of the amount is made. Interest shall be calculated at the rate of at least 1% per month. No interest penalty shall be paid if payment for the completed delivery of the item of property or service is made on or before the required payment date. The required payment date shall be: G.6.1.1.1 The date on which payment is due under the terms of this contract; G.6.1.1.2 Not later than 7 calendar days, excluding legal holidays, after the date of delivery of meat or meat food products; G.6.1.1.3 Not later than 10 calendar days, excluding legal holidays, after the date of delivery of a perishable agricultural commodity; or G.6.1.1.4 30 calendar days, excluding legal holidays, after receipt of a proper invoice for the amount of the payment due. G.6.1.2 No interest penalty shall be due to the Contractor if payment for the completed delivery of goods or services is made on or before: G.6.1.2.1 3rd day after the required payment date for meat or a meat product; G.6.1.2.2 5th day after the required payment date for an agricultural commodity; or G.6.1.2.3 15th day after any other required payment date. G.6.1.3 Any amount of an interest penalty which remains unpaid at the end of any 30-day period shall be added to the principal amount of the debt and thereafter interest penalties shall accrue on the added amount. G.6.2 Payments to Subcontractors G.6.2.1 The Contractor shall take one of the following actions within seven (7) days of receipt of any amount paid to the Contractor by the District for work performed by any subcontractor under the contract: G.6.2.1.1 Pay the subcontractor(s) for the proportionate share of the total payment received from the District that is attributable to the subcontractor(s) for work performed under the contract; or G.6.2.1.2 Notify the CO and the subcontractor(s), in writing, of the Contractor’s intention to withhold all or part of the subcontractor’s payment and state the reason for the nonpayment. G.6.2.2 The Contractor shall pay subcontractors or suppliers interest penalties on amounts due to the subcontractor or supplier beginning on the day after the payment is due and ending on the date on which the payment is made. Interest shall be calculated at the rate of at least 1% per month. No interest penalty shall be paid on the following if payment for the completed delivery of the item of property or service is made on or before the: CW134380 – Merative Curam Software and Support 28 G.6.2.2.1 ‘3rd day after the required payment date for meat or a meat product; G.6.2.2.2 5th day after the required payment date for an agricultural commodity; or G.6.2.2.3 15th day after any other required payment date. G.6.2.3 Any amount of an interest penalty which remains unpaid by the Contractor at the end of any 30-day period shall be added to the principal amount of the debt to the subcontractor and thereafter interest penalties shall accrue on the added amount. G.6.2.4 A dispute between the Contractor and subcontractor relating to the amounts or entitlement of a subcontractor to a payment or a late payment interest penalty under the Quick Payment Act does not constitute a dispute to which the District is a party. The District may not be interpleaded in any judicial or administrative proceeding involving such a dispute. G.6.3 Subcontract requirements G.6.3.1 The Contractor shall include in each subcontract under this contract a provision requiring the subcontractor to include in its contract with any lower-tier subcontractor or supplier the payment and interest clauses required under paragraphs (1) and (2) of D.C. Official Code § 2-221.02(d). G.6.3.2 The Contractor shall include in each subcontract under this contract a provision that obligates the Contractor, at the election of the subcontractor, to participate in negotiation or mediation as an alternative to administrative or judicial resolution of a dispute between them. G.7 CONTRACTING OFFICER (CO) Contracts will be entered into and signed on behalf of the District only by contracting officers. The contact information for the Contracting Officer is: Latora Davis Contracting Officer Office of Contracting and Procurement 955 L’Enfant Plaza Washington, DC 20024 Office: (202) 899-3627 Email: latora.davis@dc.gov G.8 AUTHORIZED CHANGES BY THE CONTRACTING OFFICER G.8.1 The CO is the only person authorized to approve changes in any of the requirements of this contract. G.8.2 The Contractor shall not comply with any order, directive or request that changes or modifies the requirements of this contract, unless issued in writing and signed by the CO. CW134380 – Merative Curam Software and Support 29 G.8.3 In the event the Contractor effects any change at the instruction or request of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any cost increase incurred as a result thereof. G.9 CONTRACT ADMINSTRATOR (CA) G.9.1 The CA is responsible for general administration of the contract and advising the CO as to the Contractor’s compliance or noncompliance with the contract. The CA has the responsibility of ensuring the work conforms to the requirements of the contract and such other responsibilities and authorities as may be specified in the contract. These include: G.9.1.1 Keeping the CO fully informed of any technical or contractual difficulties encountered during the performance period and advising the CO of any potential problem areas under the contract; G.9.1.2 Coordinating site entry for Contractor personnel, if applicable; G.9.1.3 Reviewing invoices for completed work and recommending approval by the CO if the Contractor’s costs are consistent with the negotiated amounts and progress is satisfactory and commensurate with the rate of expenditure; G.9.1.4 Reviewing and approving invoices for deliverables to ensure receipt of goods and services. This includes the timely processing of invoices and vouchers in accordance with the District’s payment provisions; and G.9.1.5 Maintaining a file that includes all contract correspondence, modifications, records of inspections (site, data, equipment) and invoice or vouchers. G.9.2 The address and telephone number of the CA is: Kashonda Johnson-Dunklin Management Analyst Department of Healthcare Finance 955 L’Enfant Plaza, SW 5th Floor Washington, DC 20024 kashonda.johnsondunkin@dc.gov G.9.3 The CA shall NOT have the authority to: G.9.3.1 Award, agree to, or sign any contract, delivery order, or task order. Only the CO shall make contractual agreements, commitments, or modifications; G.9.3.2 Grant deviations from or waive any of the terms and conditions of the contract; G.9.3.3 Increase the dollar limit of the contract or authorize work beyond the dollar limit of the contract; G.9.3.4 Authorize the expenditure of funds by the contractor; G.9.3.5 Change the period of performance; or CW134380 – Merative Curam Software and Support 30 G.9.3.6 Authorize the use of District property, except as specified under the contract. G.9.4 The contractor will be fully responsible for any changes not authorized in advance, in writing, by the CO; may be denied compensation or other relief for any additional work performed that is not so authorized; and may also be required, at no additional cost to the District, to take all corrective action necessitated by reason of the unauthorized changes. CW134380 – Merative Curam Software and Support 31 SECTION H: SPECIAL CONTRACT REQUIREMENTS H.1 HIRING OF DISTRICT RESIDENTS AS APPRENTICES AND TRAINEES H.1.1 For all new employment resulting from this contract or subcontracts hereto, as defined in Mayor’s Order 83-265 and implementing instructions, the Contractor shall use its best efforts to comply with the following basic goal and objectives for utilization of bona fide residents of the District of Columbia in each project’s labor force: H.1.1.1 At least fifty-one (51) percent of apprentices and trainees employed shall be residents of the District of Columbia registered in programs approved by the District of Columbia Apprenticeship Council. H.1.2 The Contractor shall negotiate an Employment Agreement with the Department of Employment Services (DOES) for jobs created as a result of this contract. The DOES shall be the Contractor’s first source of referral for qualified apprentices and trainees in the implementation of employment goals contained in this clause. H.2 DEPARTMENT OF LABOR WAGE DETERMINATIONS The contractor shall be bound by the Wage Determination No. 2015-4281, Revision Number 35, dated December 3, 2025, issued by the U.S. Department of Labor in accordance with the Service Contract Act, 41 U.S.C. § 351 et seq., and incorporated herein as Section J.4. The contractor shall be bound by the wage rates for the term of the contract subject to revision as stated herein and in accordance with clause 24 of the SCP. If an option is exercised, the contractor shall be bound by the applicable wage rates at the time of the exercise of the option. If the option is exercised and the CO obtains a revised wage determination, the revised wage determination is applicable for the option periods and the contractor may be entitled to an equitable adjustment. H.3 PREGNANT WORKERS FAIRNESS H.3.1 The Contractor shall comply with the Protecting Pregnant Workers Fairness Act of 2016, D.C. Official Code § 32-1231.01 et seq. (PPWF Act). H.3.2 The contractor shall not: H.3.2.1 Refuse to make reasonable accommodations to the known limitations related to pregnancy, childbirth, related medical conditions, or breastfeeding for an employee, unless the contractor can demonstrate that the accommodation would impose an undue hardship; H.3.2.2 Take an adverse action against an employee who requests or uses a reasonable accommodation in regard to the employee's conditions or privileges of employment, including failing to reinstate the employee when the need for reasonable accommodations ceases to the employee's original job or to an equivalent position with equivalent: H.3.2.2.1 Pay; H.3.2.2.2 Accumulated seniority and retirement; CW134380 – Merative Curam Software and Support 32 H.3.2.2.3 Benefits; and H.3.2.2.4 Other applicable service credits; H.3.2.3 Deny employment opportunities to an employee, or a job applicant, if the denial is based on the need of the employer to make reasonable accommodations to the known limitations related to pregnancy, childbirth, related medical conditions, or breastfeeding; H.3.2.4 Require an employee affected by pregnancy, childbirth, related medical conditions, or breastfeeding to accept an accommodation that the employee chooses not to accept if the employee does not have a known limitation related to pregnancy, childbirth, related medical conditions, or breastfeeding or the accommodation is not necessary for the employee to perform her duties; H.3.2.5 Require an employee to take leave if a reasonable accommodation can be provided; or H.3.2.6 Take adverse action against an employee who has been absent from work as a result of a pregnancy-related condition, including a pre-birth complication. H.3.3 The contractor shall post and maintain in a conspicuous place a notice of rights in both English and Spanish and provide written notice of an employee's right to a needed reasonable accommodation related to pregnancy, childbirth, related medical conditions, or breastfeeding pursuant to the PPWF Act to: H.3.3.1 New employees at the commencement of employment; H.3.3.2 Existing employees; and H.3.3.3 An employee who notifies the employer of her pregnancy, or other condition covered by the PPWF Act, within 10 days of the notification. H.3.4 The contractor shall provide an accurate written translation of the notice of rights to any non-English or non-Spanish speaking employee. H.3.5 Violations of the PPWF Act shall be subject to civil penalties as described in the Act. H.4 UNEMPLOYED ANTI-DISCRIMINATION H.4.1 The contractor shall comply with the Unemployed Anti-Discrimination Act of 2012, D.C. Official Code § 32-1361 et seq. H.4.2 The contractor shall not: H.4.2.1 Fail or refuse to consider for employment, or fail or refuse to hire, an individual as an employee because of the individual's status as unemployed; or H.4.2.2 Publish in print, on the Internet, or in any other medium, an advertisement or announcement for any vacancy in a job for employment that includes: CW134380 – Merative Curam Software and Support 33 H.4.2.2.1 Any provision stating or indicating that an individual's status as unemployed disqualifies the individual for the job; or H.4.2.2.2 Any provision stating or indicating that an employment agency will not consider or hire an individual for employment based on that individual's status as unemployed. H.4.3 Violations of the Unemployed Anti-Discrimination Act shall be subject to civil penalties as described in the Act. H.5 51% DISTRICT RESIDENTS NEW HIRES REQUIREMENTS AND FIRST SOURCE EMPLOYMENT AGREEMENT Delete Article 35, 51% District Residents New Hires Requirements and First Source Employment Agreement, of the Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and Services Contracts and substitute the following Section H.5 51% DISTRICT RESIDENTS NEW HIRES REQUIREMENTS AND FIRST SOURCE EMPLOYMENT AGREEMENT in its place: H.5 51% DISTRICT RESIDENTS NEW HIRES REQUIREMENTS AND FIRST SOURCE EMPLOYMENT AGREEMENT H.5.1 For contracts for services in the amount of $300,000 or more, the Contractor shall comply with the First Source Employment Agreement Act of 1984, as amended, D.C. Official Code § 2- 219.01 et seq. (First Source Act). H.5.2 The Contractor shall enter into and maintain during the term of the contract, a First Source Employment Agreement (Employment Agreement) with the District of Columbia Department of Employment Service’s (DOES), in which the Contractor shall agree that: (a) The first source for finding employees to fill all jobs created in order to perform the contract shall be the First Source Register; and (b) The first source for finding employees to fill any vacancy occurring in all jobs covered by the Employment Agreement shall be the First Source Register. H.5.3 The Contractor shall not begin performance of the contract until its Employment Agreement has been accepted by DOES. Once approved, the Employment Agreement shall not be amended except with the approval of DOES. H.5.4 The Contractor agrees that at least 51% of the new employees hired to perform the contract shall be District residents. H.5.5 The Contractor’s hiring and reporting requirements under the First Source Act and any rules promulgated thereunder shall continue for the term of the contract. H.5.6 The CO may impose penalties, including monetary fines of 5% of the total amount of the direct and indirect labor costs of the contract, for a willful breach of the Employment Agreement, failure to submit the required hiring compliance reports, or deliberate submission of falsified data. CW134380 – Merative Curam Software and Support 34 H.5.7 If the Contractor does not receive a good faith waiver, the CO may also impose an additional penalty equal to 1/8 of 1% of the total amount of the direct and indirect labor costs of the contract for each percentage by which the Contractor fails to meet its hiring requirements. H.5.8 Any contractor which violates, more than once within a 10-year timeframe, the hiring or reporting requirements of the First Source Act shall be referred for debarment for not more than five (5) years. H.5.9 The contractor may appeal any decision of the CO pursuant to this clause to the D.C. Contract Appeals Board as provided in clause 14 of the SCP, Disputes. H.5.10 The provisions of the First Source Act do not apply to nonprofit organizations which employ 50 employees or less. H.6 RESERVED H.7 RESERVED H.8 RESERVED H.9 SUBCONTRACTING REQUIREMENTS H.9.1 Subcontracting Requirements H.9.1.1 The Director of the Department of Small and Local Business Development (DSLBD) has approved a waiver of the mandatory subcontracting requirements for this contract. H.10 FAIR CRIMINAL RECORD SCREENING H.10.1 The contractor shall comply with the provisions of the Fair Criminal Record Screening Amendment Act of 2014, effective December 17, 2014 (D.C. Law 20-152) (the “Act” as used in this section). This section applies to any employment, including employment on a temporary or contractual basis, where the physical location of the employment is in whole or substantial part within the District of Columbia. H.10.2 Prior to making a conditional offer of employment, the contractor shall not require an applicant for employment, or a person who has requested consideration for employment by the contractor, to reveal or disclose an arrest or criminal accusation that is not then pending or did not result in a criminal conviction. H.10.3 After making a conditional offer of employment, the contractor may require an applicant to disclose or reveal a criminal conviction. H.10.4 The contractor may only withdraw a conditional offer of employment, or take adverse action against an applicant, for a legitimate business reason as described in the Act. H.10.5 This section and the provisions of the Act shall not apply: H.10.5.1 Where a federal or District law or regulation requires the consideration of an applicant’s criminal history for the purposes of employment; CW134380 – Merative Curam Software and Support 35 H.10.5.2 To a position designated by the employer as part of a federal or District government program or obligation that is designed to encourage the employment of those with criminal histories; H.10.5.3 To any facility or employer that provides programs, services, or direct care to, children, youth, or vulnerable adults; or H.10.5.4 To employers that employ less than 11 employees. H.10.6 A person claiming to be aggrieved by a violation of the Act may file an administrative complaint with the District of Columbia Office of Human Rights, and the Commission on Human Rights may impose monetary penalties against the contractor. H.11 DISTRICT RESPONSIBILITIES See Attachment J.2 H.12 CONTRACTOR RESPONSIBILITIES The following contractor responsibilities in this Section H.12 are further detailed in and governed by the Statement of Work. H.12.1 The contractor shall provide sufficient staff devoted to delivering the requirements outlined in this contract. The contractor shall ensure that its staff responds to the CA requests for documents and information. The contractor’s staff shall respond to the CA’s questions and requests in a timely and efficient manner. H.12.2 All deliverables, materials or other submissions provided by the contractor must meet the form and content requirements specified by DHCF. H.12.3 If DHCF determines that a deliverable cannot be approved, the contractor will have a cure period beginning with notice from the agency that the deliverable is not approved. The cure period will last for ten business days from the notice of deliverable rejection. If, at the end of the cure period, the deliverable(s) submitted by the contractor cannot be approved by the agency, the agency may, at its sole discretion, withhold all or part of the next monthly payment and any subsequent payments until the deliverable(s) are acceptable to the agency. H.13 HIPAA BUSINESS ASSOCIATE COMPLIANCE It is not anticipated that Contractor will receive any protected health information (PHI), as defined under HIPAA, from the District under this contract. Contractor agrees it will not require receipt of PHI from the District in order to provide Products or perform Subscription and Support under this contract. The District agrees that it will not send PHI to Contractor in connection with this contract without first identifying the need in writing to Contractor and the parties agreeing upon Contractor's receipt or access to such PHI. In the event that Contractor accesses or receives PHI under this contract, J.9 Merative and DHCF HIPAA Business Associate Agreement will apply. CW134380 – Merative Curam Software and Support 36 SECTION I: CONTRACT CLAUSES I.1 APPLICABILITY OF STANDARD CONTRACT PROVISIONS The Standard Contract Provisions for use with District of Columbia Government Supplies and Services Contracts dated July 2010 (SCP) apply to this contract. The following provisions are either not applicable or have been granted an exception of have been modified because this is a software purchase, the provision either remains silent or has been modified to meet the need of the contract: I.1.1 Provision 2 – Shipping Instructions: Not Applicable. I.1.2 Provision 3 – Patents Exception to contract: If a third party asserts a claim against the District that a product acquired under the agreement infringes a patent or copyright, Merative will defend the District against the claim and pay amounts finally awarded by a court against the District or included in a settlement approved by Merative, provided that the District promptly: i) notifies Merative in writing of the claim; ii) supplies information requested by Merative; and iii) allows Merative to control, and reasonable cooperates in, the defense and settlement, including mitigation efforts. Merative has no responsibility for claims based on Non- Merative products and services items not provided by Merative, or any violation of law or third party rights caused by the District’s content, materials, designs, or specifications. I.1.3 Provision 5 – Inspection of Supplies: Not Applicable. I.1.4 Provision 6 – Inspection of Services: Inspection and acceptance are not applicable to this contract given prior and continued use of the software by the District. I.1.5 Provision 8 – Default Exception to contract: (a)(2) If the Contractor fails to perform any of the other provisions of this contract or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of thirty (30) days (unless extension of no more than 60 days is granted by the Contracting Officer in writing) after receipt of notice from the Contracting Officer specifying such failure. (b) To the extent permitted under applicable law, in the event the District terminates this contract in whole or in part as provided in paragraph (a) of this clause, the District may procure, upon such terms and in such manner as is reasonable, supplies or services that are the same or substantially similar to those so terminated, and procured solely as a result of that termination, and the Contractor shall be liable to the District cost (subject to a capped limit determined by the District and agreed to by the Contractor) for such supplies or services; provided, that the Contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause. (d) Sub-section (d) is removed as not applicable. The remainder of this clause stays “as-is” written in the District of Columbia Government Supplies and Services Contracts dated July 2010 (SCP). This clause does not apply to Merative’s proprietary software. CW134380 – Merative Curam Software and Support 37 I.1.6 Provision 9 – Indemnification Exception to contract: Provision is identified in this contract solely, as “Indemnification and Limitation of Liability”. I.1.6 Provision 9 – Indemnification and Limitation of Liability (a) The contractor’s entire liability for all claims related to this contract will not exceed the amount of any actual direct damages incurred by the District up to the amounts paid (if recurring charges, up to 12 months’ charges apply) for the product or service that is the subject of the claim, regardless of the basis of the claim. The contractor will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings. These limitations apply collectively to the contractor, its affiliates, contractors, and suppliers. (b) The following amounts are not subject to the above cap: i) third party payments referred to in (c) below; and ii) damages that cannot be limited under applicable law. (c) If a third party asserts a claim against the District Client that the contractor’s product acquired under the Agreement infringes a patent or copyright, the contractor will defend the District Client against that claim and pay amounts finally awarded by a court against the District Client or included in a settlement approved by the contractor, provided that the District Client promptly: i) notifies the contractor in writing of the claim; ii) supplies information requested by the contractor; and iii) allows the contractor to control, and reasonably cooperates in, the defense and settlement, including mitigation efforts. The contractor has no responsibility for claims based on Non-contractor Products, items not provided by the contractor, or any violation of law or third party rights caused by Content, or any District Client materials, designs, specifications, or use of a non-current version or release of a contractor’s Product when an infringement claim could have been avoided by using a current version or release. I.1.7 Provision 12 – Appointment of Attorney Exception to contract: This clause is removed from the contract. I.1.8 Provision 16 – Termination for Convenience of the District I.1.8.1 The clause remains “as-is” written in the District of Columbia Government Supplies and Services Contracts dated July 2010 (SCP) except for: (i) this clause does not apply to Merative’s proprietary software; (ii) sub-sections (6) and (9) do not apply to Merative’s Subscription and Support as there is no title or products to transfer to the District. I.1.9 RESERVED I.1.10 Provision 18 – Retention and Examination of Records I.1.10.1 Addition to the clause: If any such examination occurs pursuant to this contract, Merative shall not be required to provide access to its underlying cost records. CW134380 – Merative Curam Software and Support 38 I.2 CONTRACTS THAT CROSS FISCAL YEARS Continuation of this contract beyond the current fiscal year is contingent upon future fiscal appropriations. I.3 CONFIDENTIALITY OF INFORMATION The Contractor shall keep all information relating to any employee or customer of the District in absolute confidence and shall not use the information in connection with any other matters; nor shall it disclose any such information to any other person, firm or corporation, in accordance with the District and federal laws governing the confidentiality of records. I.4 TIME Time, if stated in a number of days, will include Saturdays, Sundays, and holidays, unless otherwise stated herein. I.5 RIGHTS IN DATA Delete Article 42, Rights in Data, of the Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and Services Contracts and substitute the following Article 42, Rights in Data) in its place: A. Definitions 1. “Products” - A deliverable under any contract that may include commodities, services and/or technology furnished by or through Contractor, including existing and custom Products, such as, but not limited to: a) recorded information, regardless of form or the media on which it may be recorded; b) document research; c) experimental, developmental, or engineering work; d) licensed software; e) components of the hardware environment; f) printed materials (including but not limited to training manuals, system and user documentation, reports, drawings); g) third party software; h) modifications, customizations, custom programs, program listings, programming tools, data, modules, components; and i) any intellectual property embodied therein, whether in tangible or intangible form, including but not limited to utilities, interfaces, templates, subroutines, algorithms, formulas, source code, and object code. 2. “Existing Products” - Tangible Products and intangible licensed Products that exist prior to the commencement of work under the contract. Existing Products must be identified on the Product prior to commencement of work or else will be presumed to be Custom Products. 3. “Custom Products” - Products, preliminary, final or otherwise, which are created or developed by Contractor, its subcontractors, partners, employees, resellers or agents for the District under the contract. 4. “District” – The District of Columbia and its agencies. CW134380 – Merative Curam Software and Support 39 B. Title to Project Deliverables The contractor acknowledges that it is commissioned by the District to perform services detailed in the contract. The District shall have ownership and rights for the duration set forth in the contract to use, copy, modify, distribute, or adapt Products as follows: 1. Existing Products: Title to all Existing Product(s), whether or not embedded in, delivered or operating in conjunction with hardware or Custom Products, shall remain with Contractor or third party proprietary owner, who retains all rights, title and interest (including patent, trademark or copyrights). Effective upon payment, the District shall be granted an irrevocable, non-exclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, adapt (unless Contractor advises the District as part of Contractor’s bid that adaptation will violate existing agreements or statutes and Contractor demonstrates such to the District’s satisfaction), and distribute Existing Product to District users up to the license capacity stated in the contract with all license rights necessary to fully effect the general business purpose of the project or work plan or contract. Licenses shall be granted in the name of the District. The District agrees to reproduce the copyright notice and any other legend of ownership on any copies authorized under this paragraph. 2. Custom Products: Effective upon Product creation, Contractor hereby conveys, assigns, and transfers to the District the sole and exclusive rights, title and interest in Custom Product(s), whether preliminary, final or otherwise, including all patent, trademark and copyrights. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction and marketing by or through contractor. C. Transfers or Assignments of Existing or Custom Products by the District The District may transfer or assign Existing or Custom Products and the licenses thereunder to another District agency. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed under a project or work plan in the course of Contractor’s business. D. RESERVED E. Source Code Escrow 1. For all computer software furnished to the District with the rights specified in section B.2, the Contractor shall furnish to the District, a copy of the source code with such rights of the scope as specified in section B.2 of this clause. For all computer software furnished to the District with the restricted rights specified in section B.1 of this clause, the District, if the Contractor either directly or through a successor or affiliate shall cease to provide the maintenance or warranty services provided the District under the contract or any paid-up maintenance agreement, or if the Contractor should be declared insolvent by a court of competent jurisdiction, shall have the right to obtain, for its own and sole use only, a single copy of the current version of the source code supplied under the contract, and a single copy of the documentation associated therewith, upon payment to the person in control of the source code the reasonable cost of making each copy. CW134380 – Merative Curam Software and Support 40 2. If the contractor or Product manufacturer/developer of software furnished to the District with the rights specified in section B.1 of this clause offers the source code or source code escrow to any other commercial customers, the Contractor shall either: (1) provide the District with the source code for the Product; (2) place the source code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the District, and who shall be directed to release the deposited source code in accordance with a standard escrow arrangement acceptable to the District; or (3) will certify to the District that the Product manufacturer/ developer has named the District as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the District, and who shall be directed to release the deposited source code in accordance with the terms of escrow. 3. The contractor shall update the source code, as well as any corrections or enhancements to the source code, for each new release of the Product in the same manner as provided above, and certify such updating of escrow to the District in writing. F. RESERVED I.6 OTHER CONTRACTORS The contractor shall not commit or permit any act that will interfere with the performance of work by another District contractor or by any District employee. I.7 SUBCONTRACTS The contractor hereunder shall not subcontract any of the Contractor’s work or services to any subcontractor without the prior written consent of the CO. Any work or service so subcontracted shall be performed pursuant to a subcontract agreement, which the District will have the right to review and approve prior to its execution by the Contractor. Any such subcontract shall specify that the Contractor and the subcontractor shall be subject to every provision of this contract. Notwithstanding any such subcontract approved by the District, the Contractor shall remain liable to the District for all Contractor's work and services required hereunder I.8 INSURANCE A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and maintain, during the entire period of performance under this contract, the types of insurance specified below. The Contractor shall submit a Certificate of Insurance to the Contracting Officer (CO) giving evidence of the required coverage prior to commencing performance under this contract. In no event shall any work be performed until the required Certificates of Insurance signed by an authorized representative of the insurer(s) have been provided to, and accepted by, the CO. If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits than the minimums shown below, the District requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor and subcontractors. B. INSURANCE REQUIREMENTS CW134380 – Merative Curam Software and Support 41 1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide evidence satisfactory to the CO with respect to the services performed that it carries a CGL policy, written on an occurrence (not claims-made) basis, on Insurance Services Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence-based form with coverage at least as broad and approved by the CO in writing), covering liability for all ongoing and completed operations of the Contractor and under all subcontracts, covering claims for bodily injury, including without limitation sickness, disease or death and mental anguish of any persons, broad form property damage, including loss of use resulting therefrom, personal and advertising injury, and including coverage for liability arising out of an Insured Contract (including the tort liability of another assumed in a contract) and acts of terrorism (whether caused by a foreign or domestic source). Such coverage shall have limits of liability of not less than $1,000,000 for each occurrence, $2,000,000 general aggregate, $2,000,000 products and completed operations aggregate, and $1,000,000 personal and advertising injury aggregate limit. The Commercial General Liability shall be further endorsed to: a) To the fullest extent permitted by law, provide additional insured coverage using ISO form CG 2010 0413 and CG2037 04 13 (or its equivalent) to The Government of the District of Columbia b) Coverage available to the additional insureds shall apply on a primary and non- contributing basis as respects any other insurance, deductibles, or self-insurance available to the additional insureds c) A waiver of subrogation in favor of The Government of the District of Columbia d) Any Annual Aggregate shall apply on a per location or per project basis e) Defense costs shall be in addition to and not erode the limits of liability 2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to the CO of commercial (business) automobile liability insurance written on ISO form CA 00 01 10 13 (or another form with coverage at least as broad and approved by the CO in writing) including coverage for all owned, hired, borrowed and non-owned vehicles and equipment used by the Contractor in connection with work under this agreement, with a minimum combined single limit of $1,000,000. Such policy or policies of automobile liability insurance shall be written on an "occurrence" (as opposed to a "claims made") basis. The Commercial Auto Liability policy shall be further endorsed to: a. To the fullest extent permitted by law, provide additional insured coverage to The Government of the District of Columbia b. Coverage available to the additional insureds shall apply on a primary and non- contributing basis as respects any other insurance, deductibles, or self-insurance available to the additional insureds c. A waiver of subrogation in favor of The Government of the District of Columbia d. Defense costs shall be in addition to and not erode the limits of liability e. If applicable, include Form CA 99 48 03 06 Pollution Liability - Broadened Coverage for Covered Autos - Business Auto, Motor Carrier, and Truckers (or its equivalent) f. Moving and Storage Companies shall be required to provide evidence of BMC91 or BMC91X filing For Contractors providing transportation: Contractors providing transportation must additionally comply with the following: CW134380 – Merative Curam Software and Support 42 a) Operators holding a restricted WMATC Certificate of Authority must have a single limit of $1.5 million in combined (bodily injury and physical damage) coverage, or b) Operators holding an unrestricted WMATC Certificate of Authority must have a single limit of $5M in combined (bodily injury and physical damage) coverage. In addition, both types of WMATC certificate holders must have in place the following Licensing Requirements as applicable: a) Commercial Driver’s License (CDL) with the following endorsements: i) P (Passenger): All drivers MUST have a P endorsement enabling them to transport passengers (16 or more). ii) S (School Bus): All drivers operating school buses (flashing lights, swing arm w/stop sign) must also have an S endorsement. Please note that driver credentials for any vehicles that are converted school buses must have S. b) Valid (unexpired) US Department of Transportation Medical Examiner Certification (“Medical Card”). For Contractors using District Government-Owned Vehicles: Agencies that provide Contractors with District Government-owned or leased motor vehicles are responsible for ensuring that such vehicles are used only for the performance under this Contract. Contractor and its subcontractors are prohibited from using such vehicles for home- to-work transportation unless specifically provided for under the terms of the contract and approved in writing by the Contracting Officer, or otherwise provided by law. Contractor shall obtain automobile liability insurance with a minimum combined single limit of $1,000,000 to cover bodily injury and property damage to protect the Contractor and the District Government against third-party claims arising from the use of District Government-owned vehicles. The Commercial Auto Liability Policy shall be endorsed to include: a. To the fullest extent permitted by law, provide additional insured coverage to The Government of the District of Columbia; b. Coverage available to the additional insureds shall apply on a primary and non- contributing basis as respects any other insurance, deductibles, or self-insurance available to the additional insureds; and c. A waiver of subrogation in favor of The Government of the District of Columbia. In the event of loss, destruction, or damage to any government-owned vehicles used in the performance of contact, Contractor shall be liable for full cost of repair or replacement of lost, destroyed, or damaged vehicle. 3. Workers’ Compensation Insurance - The Contractor shall provide evidence satisfactory to the CO of Workers’ Compensation insurance in accordance with the statutory mandates of the District of Columbia or the jurisdiction in which the contract is performed. Employer’s Liability Insurance - The Contractor shall provide evidence satisfactory to the CO of employer’s liability insurance as follows: $500,000 per accident for injury; $500,000 per employee for disease; and $500,000 for policy disease limit. The Workers Compensation and Employers Liability shall be further endorsed to: a) Include a Waiver of Subrogation in favor of The Government of the District of Columbia. b) Where applicable, include United States Longshore and Harbor Workers Compensation Act (USL&H) CW134380 – Merative Curam Software and Support 43 c) Where applicable, include Jones Act Coverage for seamen or crew members on an “if any” basis. 4. Media Liability and Network Security/Privacy (Cyber) Liability Insurance covering acts, errors, omissions, and violation of any consumer protection laws arising out of Contractor’s operations or services with a limit of $5,000,000 per claim and in the aggregate. Such coverage shall include but not be limited to, third party and first party coverage for loss or disclosure of any data, including personally identifiable information and payment card information, network security failure, violation of any consumer protection laws, unauthorized access and/or use or other intrusions, infringement of any intellectual property rights (except patent), negligence or breach of duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or violations of any other legal protections for personal information, defamation, libel, slander, commercial disparagement, negligent transmission of computer virus, or use of computer networks in connection with denial of service attacks. Such coverage shall include regulatory defense and fines/penalties in any jurisdiction anywhere in the world. Such coverage shall include contractual privacy coverage for data breach response and crisis management costs that would be incurred by Contractor on behalf of The Government of the District of Columbia in the event of a data breach including legal and forensic expenses, notification costs, credit monitoring costs, and costs to operate a call center. Contractor shall maintain coverage in force during the term of this Agreement and for an extended reporting period of not less than two (2) years after. 5. Professional Liability Insurance (Errors & Omissions) - The Contractor shall provide Professional Liability Insurance (Errors and Omissions) to cover liability resulting from any error or omission in the performance of professional services under this Contract. The policy shall provide limits of $1,000,000 per claim or per occurrence for each wrongful act and $2,000,000 annual aggregate. The Contractor warrants that any applicable retroactive date precedes the date the Contractor first performed any professional services for the Government of the District of Columbia and that continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least ten years after the completion of the professional services. Limits may not be shared with other lines of coverage. 6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence satisfactory to the CO of commercial umbrella with minimum limits of $5,000,000 per occurrence and $5,000,000 in the annual aggregate. Coverage must excess of required commercial general liability, commercial auto liability, and employers’ liability. The insurance required under this paragraph shall be written in a form that annually reinstates all required limits. Coverage shall be primary to any insurance, self-insurance or reinsurance maintained by The Government of the District of Columbia and the “other insurance” provision must be amended in accordance with this requirement and principles of vertical exhaustion. C. SUBCONTRACTOR INSURANCE REQUIREMENTS Any and all subcontractors engaged by Contractor for work under this agreement shall be required to have the same insured required of Contractor. Should the Contractor wish to propose different insurance requirements for the subcontractor than the ones outlined in the Contract, then, prior to commencement of work by the subcontractor, the Contractor shall submit in writing the name and brief description of work to be performed by the subcontractor to the CO. The CO will promptly provide in writing to the Contractor with a decision regarding the insurance requirements applicable to the subcontractor. When requested by the CO, the CW134380 – Merative Curam Software and Support 44 Contractor must provide proof of the subcontractor's required insurance prior to commencement of work by the subcontractor. D. PRIMARY AND NONCONTRIBUTORY INSURANCE The insurance required herein shall be primary to and will not seek contribution from any other insurance, reinsurance or self-insurance including any deductible or retention, maintained by the Government of the District of Columbia. E. DURATION. The Contractor shall carry all required insurance until all contract work is accepted by The Government of the District of Columbia and shall carry listed coverages for ten years for construction projects following final acceptance of the work performed under this contract and two years for non-construction related contracts. F. LIABILITY. These are the required minimum insurance requirements established by The Government of the District of Columbia. However, it is understood that The Government of the District of Columbia does not in any way represent that the insurance or the limits of insurance specified herein are sufficient or adequate to protect your interests or liabilities and will not in any way limit the contractor’s liability under this contract. G. CONTRACTOR’S PROPERTY. Contractor and subcontractors are solely responsible for any loss or damage to their personal property, including but not limited to tools and equipment, scaffolding, and temporary structures, rented machinery, or owned and leased equipment. A waiver of subrogation shall apply in favor of The Government of the District of Columbia. H. Measure of Payment. The Government of the District of Columbia shall not make any separate measure or payment for the cost of insurance and bonds. The Contractor shall include all the costs of insurance and bonds in the contract price. I. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO shall be given thirty (30) days prior written notice in the event of cancellation, non-renewal, or material changes to the extent such cancellation or material changes results in Contractor no long complying with the above requirements. The Contractor shall provide the CO with ten (10) days’ prior written notice in the event of non-payment of premium. The Contractor will also provide the CO with an updated Certificate of Insurance should its insurance coverages renew during the contract. The Government of the District of Columbia may reasonably change the above insurance coverage requirements during the Term by giving Contractor at least 30 days’ notice of the change. Contractor must comply, at your expense, and deliver to the CO evidence of compliance before the change becomes effective. J. CERTIFICATES OF INSURANCE. The Contractor must send to CO, at least 10 days after execution of this Agreement, certificates of insurance evidencing the required insurance coverage and endorsements required herein. Contractor must also provide us with evidence of renewal before the expiration date of each insurance policy. Contractor is responsible for providing us with 30 days advanced written notice if the certificate of insurance by the insurer has been canceled, reduced in coverage, or otherwise altered. Certificates of insurance must reference the corresponding contract number. Evidence of insurance shall be submitted to: CW134380 – Merative Curam Software and Support 45 The Government of the District of Columbia ATTN: Latora Davis Contracting Officer Office of Contracting and Procurement 955 L’Enfant Plaza Washington, DC 20024 Office: 202-899-3627 Email: latora.davis@dc.gov The CO may request and the Contractor shall promptly deliver updated certificates of insurance, endorsements indicating the required coverages, and/or certified copies of the insurance policies. If the insurance initially obtained by the Contractor expires prior to completion of the contract, renewal certificates of insurance and additional insured and other endorsements shall be furnished to the CO prior to the date of expiration of all such initial insurance. For all coverage required to be maintained after completion, an additional certificate of insurance evidencing such coverage shall be submitted to the CO on an annual basis as the coverage is renewed (or replaced). K. DISCLOSURE OF INFORMATION. The Contractor agrees that The Government of the District of Columbia may disclose the name and contact information of its insurers to any third party which presents a claim against The Government of the District of Columbia for any damages or claims resulting from or arising out of work performed by the Contractor, its agents, employees, servants or subcontractors in the performance of this contract. L. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in connection with this contract shall be written by insurance companies with an A.M. Best Insurance Guide rating of at least A- VII or better (or the equivalent by any other rating agency) and licensed in the District of Columbia. M. WARRANTIES. When applicable, the Contractor should be named as an additional insured on the applicable manufacturer’s/distributer’s Commercial General Liability policy using Insurance Services Office, Inc. (“ISO”) form CG 20 15 04 13 (or another occurrence-based form with coverage at least as broad). CO should collect, review for accuracy, and maintain all warranties for goods and services. I.9 EQUAL EMPLOYMENT OPPORTUNITY In accordance with the District of Columbia Administrative Issuance System, Mayor’s Order 85-85 dated June 10, 1985, the forms for completion of the Equal Employment Opportunity Information Report are incorporated herein as Section J.3. An award cannot be made to any offeror who has not satisfied the equal employment requirements. I.10 ORDER OF PRECEDENCE A conflict in language shall be resolved by giving precedence to the document in the highest order of priority that contains language addressing the issue in question. The following documents are incorporated into the contract by reference and made a part of the contract in the following order of precedence: CW134380 – Merative Curam Software and Support 46 (1) An applicable Court Order, if any (2) Contract document (3) Standard Contract Provisions (4) Contract attachments other than the Standard Contract Provisions I.11 DISPUTES Delete Article 14, Disputes, of the Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and Services Contracts and substitute the following Article 14, Disputes, in its place: 14. Disputes All disputes arising under or relating to the contract shall be resolved as provided herein. (a) Claims by the Contractor against the District: Claim, as used in paragraph (a) of this clause, means a written assertion by the Contractor seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to the contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant (1) All claims by a Contractor against the District arising under or relating to a contract shall be in writing and shall be submitted to the CO for a decision. The Contractor’s claim shall contain at least the following: (i) A description of the claim and the amount in dispute; (ii) Data or other information in support of the claim; (iii) A brief description of the Contractor’s efforts to resolve the dispute prior to filing the claim; and (iv) The Contractor’s request for relief or other action by the CO. (2) The CO may meet with the Contractor in a further attempt to resolve the claim by agreement. (3) The CO shall issue a decision on any claim within 120 calendar days after receipt of the claim. Whenever possible, the CO shall take into account factors such as the size and complexity of the claim and the adequacy of the information in support of the claim provided by the Contractor. (4) The CO’s written decision shall do the following: (i) Provide a description of the claim or dispute; (ii) Refer to the pertinent contract terms; (iii) State the factual areas of agreement and disagreement; (iv) State the reasons for the decision, including any specific findings of fact, although specific findings of fact are not required and, if made, shall not be binding in any subsequent proceeding; CW134380 – Merative Curam Software and Support 47 (v) If all or any part of the claim is determined to be valid, determine the amount of monetary settlement, the contract adjustment to be made, or other relief to be granted; (vi) Indicate that the written document is the CO’s final decision; and (vii) Inform the Contractor of the right to seek further redress by appealing the decision to the Contract Appeals Board. (5) Failure by the CO to issue a decision on a contract claim within 120 days of receipt of the claim will be deemed to be a denial of the claim, and will authorize the commencement of an appeal to the Contract Appeals Board as provided by D.C. Official Code § 2-360.04. (6) If a contractor is unable to support any part of its claim and it is determined that the inability is attributable to a material misrepresentation of fact or fraud on the part of the Contractor, the Contractor shall be liable to the District for an amount equal to the unsupported part of the claim in addition to all costs to the District attributable to the cost of reviewing that part of the Contractor’s claim. Liability under this paragraph (a)(6) shall be determined within six (6) years of the commission of the misrepresentation of fact or fraud. (7) Pending final decision of an appeal, action, or final settlement, the Contractor shall proceed diligently with performance of the contract in accordance with the decision of the CO. (b) Claims by the District against the Contractor: Claim as used in paragraph (b) of this clause, means a written demand or written assertion by the District seeking, as a matter of right, the payment of money in a sum certain, the adjustment of contract terms, or other relief arising under or relating to the contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. (1) The CO shall decide all claims by the District against a contractor arising under or relating to a contract. (2) The CO shall send written notice of the claim to the contractor. The CO’s written decision shall do the following: (i) Provide a description of the claim or dispute; (ii) Refer to the pertinent contract terms; (iii) State the factual areas of agreement and disagreement; (iv) State the reasons for the decision, including any specific findings of fact, although specific findings of fact are not required and, if made, shall not be binding in any subsequent proceeding; (v) If all or any part of the claim is determined to be valid, determine the amount of monetary settlement, the contract adjustment to be made, or other relief to be granted; (vi) Indicate that the written document is the CO’s final decision; and (vii) Inform the Contractor of the right to seek further redress by appealing the decision to the Contract Appeals Board. CW134380 – Merative Curam Software and Support 48 (3) The CO shall support the decision by reasons and shall inform the Contractor of its rights as provided herein. (4) Before or after issuing the decision, the CO may meet with the Contractor to attempt to resolve the claim by agreement. (5) The authority contained in this paragraph (b) shall not apply to a claim or dispute for penalties or forfeitures prescribed by statute or regulation which another District agency is specifically authorized to administer, settle or determine. (6) This paragraph shall not authorize the CO to settle, compromise, pay, or otherwise adjust any claim involving fraud. (c) Decisions of the CO shall be final and not subject to review unless the Contractor timely commences an administrative appeal for review of the decision, by filing a complaint with the Contract Appeals Board, as authorized by D.C. Official Code § 2-360.04. (d) Pending final decision of an appeal, action, or final settlement, the Contractor shall proceed diligently with performance of the contract in accordance with the decision of the CO. I.12 CHANGES Delete clause 15, Changes, of the Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and Services Contracts and substitute the following clause 15, Changes in its place: 15. Changes: (a) The CO may, at any time, by written order, and without notice to the surety, if any, make changes in the contract within the general scope hereof. If such change causes an increase or decrease in the cost of performance of the contract, or in the time required for performance, an equitable adjustment shall be made. Any claim for adjustment for a change within the general scope must be asserted within ten (10) days from the date the change is ordered; provided, however, that the CO, if he or she determines that the facts justify such action, may receive, consider, and adjust any such claim asserted at any time prior to the date of final settlement of the contract. If the parties fail to agree upon the adjustment to be made, the dispute shall be determined as provided in clause 14 Disputes. (b) The District shall not require the Contractor, and the Contractor shall not require a subcontractor, to undertake any work that is beyond the original scope of the contract or subcontract, including work under a District-issued change order, when the additional work increases the contract price beyond the not-to-exceed price or negotiated maximum price of the contract, unless the CO: CW134380 – Merative Curam Software and Support 49 (1) Agrees with the Contractor, and if applicable the subcontractor, on a price for the additional work; (2) Obtains a certification of funding to pay for the additional work; (3) Makes a written, binding commitment with the Contractor to pay for the additional work within thirty (30) days after the Contractor submits a proper invoice; and (4) Provides the Contractor with written notice of the funding certification. (c) The Contractor shall include in its subcontracts a clause that requires the Contractor to: (1) Within five (5) business days of its receipt of notice of the approved additional funding, provide the subcontractor with notice of the amount to be paid to the subcontractor for the additional work to be performed by the subcontractor; (2) Pay the subcontractor any undisputed amount to which the subcontractor is entitled for the additional work within ten (10) days of receipt of payment from the District; and (3) Notify the subcontractor and CO in writing of the reason(s) the Contractor withholds any payment from a subcontractor for the additional work. (d) Neither the District, Contractor, nor any subcontractor may declare another party to be in default, or assess, claim, or pursue damages for delays until the parties agree on a price for the additional work. I.13 NON-DISCRIMINATION CLAUSE Delete clause 19, Non-Discrimination Clause, of the Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and Services Contracts and substitute the following clause 19, Non-Discrimination Clause, in its place: 19. Non-Discrimination Clause: (a) The Contractor shall not discriminate in any manner against any employee or applicant for employment that would constitute a violation of the District of Columbia Human Rights Act, effective December 13, 1977, as amended (D.C. Law 2-38; D.C. Official Code § 2- 1401.01 et seq.) (“Act”, as used in this clause). The Contractor shall include a similar clause in all subcontracts, except subcontracts for standard commercial supplies or raw materials. In addition, the Contractor agrees, and any subcontractor shall agree, to post in conspicuous places, available to employees and applicants for employment, a notice setting forth the provisions of this non-discrimination clause as provided in section 251 of the Act. (b) Pursuant to Mayor’s Order 85-85, (6/10/85), Mayor’s Order 2002-175 (10/23/02), Mayor’s Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter 11 of Title 4 of the D.C. Municipal Regulations, the following clauses apply to the contract: (1) The Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived: race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, CW134380 – Merative Curam Software and Support 50 disability, matriculation, political affiliation, or credit information. Sexual harassment is a form of sex discrimination which is prohibited by the Act. In addition, harassment based on any of the above protected categories is prohibited by the Act. (2) The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their actual or perceived: race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, disability, matriculation, political affiliation, or credit information. The affirmative action shall include, but not be limited to the following: (a) employment, upgrading or transfer; (b) recruitment, or recruitment advertising; (c) demotion, layoff or termination; (d) rates of pay, or other forms of compensation; and (e) selection for training and apprenticeship. (3) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency, setting forth the provisions in paragraphs 19(b)(1) and concerning non-discrimination and affirmative action. (4) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment pursuant to the non- discrimination requirements set forth in paragraph 19(b)(2). (5) The Contractor agrees to send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the contracting agency, advising the said labor union or workers’ representative of that contractor’s commitments under this nondiscrimination clause and the Act, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (6) The Contractor agrees to permit access to its books, records, and accounts pertaining to its employment practices, by the Chief Procurement Officer or designee, or the Director of the Office of Human Rights or designee, for purposes of investigation to ascertain compliance with the Act, and to require under terms of any subcontractor agreement each subcontractor to permit access of such subcontractors’ books, records, and accounts for such purposes. (7) The Contractor agrees to comply with the provisions of the Act and with all guidelines for equal employment opportunity applicable in the District adopted by the Director of the Office of Human Rights, or any authorized official. CW134380 – Merative Curam Software and Support 51 (8) The Contractor shall include in every subcontract the equal opportunity clauses, i.e., paragraphs 19(b)(1) through (b)(9) of this clause, so that such provisions shall be binding upon each subcontractor. (9) The Contractor shall take such action with respect to any subcontract as the CO may direct as a means of enforcing these provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the Contractor may request the District to enter into such litigation to protect the interest of the District. I.14 COST AND PRICING DATA Not Applicable to Contract I.15 FNS-REQUIRED PROVISIONS (BASED ON 2 CFR 200 APPENDIX II CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS)”. Compliance with Executive Order 11246 related to Equal Employment Opportunity. I.15.1 Compliance with Clean Air Act: Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (2 CFR 200, Subpart F, Appendix II) Compliance with the Clean Water Act (33 U.S.C. 1251-1387). I.15.2 Compliance with “Anti-Kickback” Act, 40 USC §276c and 18 USC §874The Copeland: The “Anti-Kickback” section of the Act precludes a contractor or subcontractor from inducing an employee to give up any part of the compensation to which he or she is entitled under his or her contract of employment. The Act also requires the contractor and subcontractor to submit a weekly statement of the wages paid to each employee performing on covered work during the preceding payroll period. I.15.3 Compliance with the Anti-Lobbying Act: This Act prohibits the recipients of Federal contracts, grants, and loans from using appropriated funds for lobbying the Executive or Legislative branches of the Federal government in connection with a specific contract, grant, or loan. As required by Section 1352, Title 31 of the U.S. Code and implemented at 2 CFR 200, Subpart F, Appendix II, for persons entering into a CW134380 – Merative Curam Software and Support 52 grant or cooperative agreement over $100,000, as defined at 31 U.S.C. 1352, the applicant certifies that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the making of any federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal grant or cooperative agreement; b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal grantor o cooperative agreement, the undersigned shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; c. The undersigned shall require that the language of this certification be include in the award documents for all sub-awards at all tiers (including sub-grants, contracts under grants and cooperative agreements, and subcontracts) and that all sub-recipients shall certify and disclose accordingly. I.15.4 Compliance with Americans with Disabilities Act: This Act (28 CFR Part 35, Title II, Subtitle A) prohibits discrimination on the basis of disability in all services, programs, and activities provided to the public and State and local governments, except public transportation services. I.15.5 Compliance with Drug-Free Workplace requirements: The Federal government implemented 41 U.S. Code § 8103, Drug-free workplace requirements for Federal grant recipients in an attempt to address the problems of drug abuse on the job. It is a fact that employees who use drugs have less productivity, a lower quality of work, and a higher absenteeism, and are more likely to misappropriate funds or services. From this perspective, the drug abuser may endanger other employees, the public at large, or themselves. Damage to property, whether owned by this entity or not, could result from drug abuse on the job. All these actions might undermine public confidence in the services this entity provides. Therefore, in order to remain a responsible source for government contracts, the following guidelines have been adopted: a. The unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the work place. b. Violators may be terminated or requested to seek counseling from an approved rehabilitation service. c. Employees must notify their employer of any conviction of a criminal drug statue no later than five days after such conviction. CW134380 – Merative Curam Software and Support 53 d. Contractors of federal agencies are required to certify that they will provide drug-free workplaces for their employees. Transactions subject to the suspension/debarment rules (covered transactions) include grants, subgrants, cooperative agreements, and prime contracts under such awards. Subcontracts are not included. Also, the dollar threshold for covered procurement contracts is $25,000. Contracts for Federally required audit services are covered regardless of dollar amount. I.15.6 Compliance with suspension/debarment requirements: Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (2 CFR 200, Subpart F, Appendix II) I.15.7 FNS has royalty-free rights to use software and documentation developed (2 CFR 200.315 Intangible property): a. Title to intangible property (see §200.59 Intangible property) acquired under a Federal award vests upon acquisition in the non-Federal entity. The non-Federal entity must use that property for the originally-authorized purpose, and must not encumber the property without approval of the Federal awarding agency. When no longer needed for the originally authorized purpose, disposition of the intangible property must occur in accordance with the provisions in §200.313 Equipment paragraph (e). b. The non-Federal entity may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. c. The non-Federal entity is subject to applicable regulations governing patents and inventions, including government wide regulations issued by the Department of Commerce at 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Awards, Contracts and Cooperative Agreements.” d. The Federal Government has the right to: (1) Obtain, reproduce, publish, or otherwise use the data produced under a Federal award; and (2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. Required Federal Assurances of FNS Handbook 901. CW134380 – Merative Curam Software and Support 54 For reference, Appendix F in FNS Handbook 901 provides the Federal clauses: https://www.fns.usda.gov/sso/fns-handbook-901-v2-advance-planning-documents I.16 CMS REQUIRED PROVISIONS I.16.1 The state or local government will have all ownership rights in software or modifications thereof and associated documentation designed, developed, or installed with federal financial participation (FFP). [45 CFR 95.617(a)] I.16.2 The Federal government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use for Federal government purposes, such software, modifications, and documentation. [45 CFR 95.617(b)] I.16.3 Proprietary operating/contractor software packages which are provided at established catalog or market prices and sold or leased to the general public shall not be subject to the ownership provisions in paragraphs (a) and (b) of this section. FFP is not available for proprietary applications software developed specifically for the public assistance programs covered under this subpart. [45 CFR 95.617(c)] I.16.4 Contractor is not permitted to use program data for independent projects without prior written permission from the state. [SMM 2083.5] I.16.5 The right of HHS (CMS) to conduct evaluation of services performed by the contractor and for audit and inspection of contractor records. [SMM 2080.9] I.16.6 No subcontract terminates the legal responsibility of the (prime) contractor to the agency to assure that all activities under the contract are carried out. [42 CFR 434.6(c) & SMM 2081.2] I.16.7 Contract includes termination procedures that require the contractor to promptly supply all materials necessary for continued operation of systems, including: I.16.7.1 computer programs; I.16.7.2 data files user and operations manuals; I.16.7.3 system and program documentation; and I.16.7.4 training programs related to the operation and maintenance of the system [42 CFR 434.10 (b) & SMM 2082.2] CW134380 – Merative Curam Software and Support 55 SECTION J: ATTACHMENTS The following list of attachments is incorporated into the contract by reference. Attachment Number Document J.1 Government of the District of Columbia Standard Contract Provisions for Use with the Supplies and Services Contracts (July 2010) available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.2 Merative Client Agreement available at https://www.merative.com/content/dam/merative/terms/base/Merative_Client _Agreement.pdf J.3 Equal Employment Opportunity Employer Information Report and Mayor’s Order 85-85 available at available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.4 U.S. Department of Labor Wage Determination No. 2015-4281 Revision No.: 35 dated December 3, 2025 J.5 Way to Work Amendment Act of 2006 - Living Wage Notice available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.6 Way to Work Amendment Act of 2006 - Living Wage Fact Sheet available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.7 Tax Certification Affidavit available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.8 Subcontracting Plan (if required by law) available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.9 Merative and DHCF HIPAA Business Associate Agreement, attached J.10 Business Associate (BA) HIPAA Compliance Status Questionnaire, the form is available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents,” and Merative provided to the District in connection with the Letter Contract J.11 Past Performance Evaluation Forms available at http://ocp.dc.gov under Quick Links click on “Required Solicitation Documents” J.12 Bidder/Offeror Certification Form available at http://ocp.dc.gov, under Quick Links click on “Required Solicitation Documents” J.13 Certificate of Clean Hands available at http://mytax.dc.gov