CSP901819_GDC071_Contract_Rev.pdf

Index No.: GDC071 Eff. Date: 11/01/24

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

OPTIONAL USE CONTRACT FOR: THIRD PARTY ADMINISTRATOR FOR NATURAL GAS

CONTRACT NUMBER: CSP901819 EFFECTIVE DATES: 07/01/18 TO 10/31/22

* Renewal through 10/31/26

The Department of Administrative Services has accepted Proposals submitted in response to Request for Proposal (RFP) No.

CSP901819 that opened on 05/25/18. The evaluation of the Proposal responses has been completed. The Offeror listed herein has been determined to be the highest ranking Offeror and has been awarded a Contract for the services listed. The respective Proposal response including, Contract Terms & Conditions, any Proposal amendment, special Contract Terms & Conditions, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS become a part of this Services Contract.

This Optional Use Contract is effective beginning and ending on the dates noted above unless, prior to the expiration date, the Contract is renewed, terminated, or cancelled in accordance with the Contract Terms and Conditions.

This Optional Use Contract is available to the All State Agencies, State Institutions of Higher Education and properly registered Cooperative Purchasing Members as applicable.

The agency is eligible to make purchases of the contracted services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that department will purchase the volume of services as advertised in the Request for Proposal.

This Optional Use Contract and any Amendments thereto are available from the DAS Web site at the following address:

www.ohio.gov/procure

*Denotes renewal through 10/31/26 with amendment 5.

Index No. GDC071

Mutually Agreed to Changes

During the term of this Contract the Contractor is authorized to sign Master Supply Agreements for the optional purchase of natural gas.

PROHIBITION OF THE EXPENDITURE OF PUBLIC FUND FOR OFFSHORE SERVICES

No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained.

Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the Contract.

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

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

AMENDMENT 5 – MUTUALLY AGREED TO CHANGES TO THE SCOPE OF WORK AND CONTRACT TERMS AND

CONDITIONS

Below Notes changes to the section of the Optional Manage Bill Auditing, payments and billing section of the Scope of work.

8. *Optional Manage Bill Auditing, payments and billing.

Program Participants may elect to receive and Contractor shall arrange for the provision of Utility Bill Payment Services during the Term of the Agreement as defined in the Playbook. The Playbook outlines how the Cass Bill Payment Program will work and has been created in a way that updates can be made to the program without Amendments to the Agreement. The Playbook includes contact information for all parties, funding preferences, procedures, exception management, GL specification, and many more topics. Some of the services described in this Section 8 will be delivered by Cass Information Systems, a financial services holding company regulated by the Federal Reserve Bank, and Cass Commercial Bank, a FDIC member bank (“Cass”). Contractor will assure the provision of such services meet the specifications provided herein and provide program oversight and performance monitoring in support of Program Participants. Contractor will maintain a contractual relationship with Cass assuring the services described herein, provided, however, that Cass will be solely responsible for the performance of such services and for any obligations related thereto. The Playbook will be completed and approved by Program Participants during implementation of services and may be modified from time to time by written agreement. Utility Bill Payment Services will be applicable for the following services:

*All General Terms and Conditions, including Performance Commitment are based on parameters established and agreed to by Program Participants in the then-current Playbook. Cass will perform the Utility Bill Payment Services in accordance with the requirements and process set forth in the Playbook.

a. *Performance Commitment: Cass will reimburse Program Participants for any late fees caused by its failure to process an invoice within four (4) business days of receipt, excluding rejected invoices. Cass will provide such reimbursement within three (3) months of receipt of the invoice with said late fees. This commitment is subject to the following conditions:

1. *Invoice must be provided in an agreeable format by the utility vendors directly to the PO Box or electronic receipt point designated by Contractor.

2. *Utility Account Number must exist in the Program Participant’s Utility Account Number file at the time of invoice receipt.

3. *Invoices suspended for Program Participant’s approval are not included in this commitment. Invoices failing any edits and validations will be suspended and either researched by Contractor or suspended directly to the Program Participants Workflow queue. Suspended invoices will be released after research by Contractor and either paid as billed, paid with dollar adjustments, released into Program Participants Workflow queue for review, or rejected (e.g., duplicate invoices) within 3 days.

*Denotes changes with amendment 5.

4. *Neither Cass nor Contractor shall be responsible for late fees due to the Program Participant’s processing prior to the conversion (Balance Carry Forwards or Late Fees present on the initial billing submitted to Cass) or for any late fees incurred on the initial billing processed by Cass.

5. *Neither Cass nor Contractor shall be responsible for late fees due to non-receipt of invoices with sufficient time to process and pay the invoice.

b. *Funding. An appropriate payment process must be established to facilitate the acquisition, use and replenishment of the underlying funds. The Program Participants will always fund the total amount requested on the funding notice. If the Program Participants funds less than the total amount requested, Program Participants may be assessed a charge, and Cass will not be responsible for any late fees associated with that specific ACH request.

1. *Program Participants and Contractor will agree on funding dates to Cass for the invoices that are to be paid and shall be based on Program Participant’s financial condition as of the date of this agreement and as represented to Contractor. In the event Cass or Contractor determine there has been a material adverse change in the financial condition of the Program Participants (such as and including, but not limited to bankruptcy, assignment for benefit of creditors, downgrade of bond rating to non-investment grade status from S&P and Moody's) that may affect Program Participant’s ability to perform hereunder, Contractor shall have the right, upon notice to Program Participants, to revise the settlement dates for payments to Cass. Failure of Program Participants to comply with said revision shall entitle Contractor to cease the provision of Utility Bill Payment Services to Program Participants by providing written notice to Program Participants. Though Utility Bill Payment Services may cease immediately, Contractor will provide appropriate transition assistance under a mutually agreeable arrangement.

c. *Cass may pay all Providers based on the face amount of the bill. If requested by the Program Participants prior to the date Program Participant’s payment is due, Cass will exclude Program Participants bills if notified.

d. *A late funding fee will be assessed to Program Participants for delinquent money transfers into the appropriate funding account. Program Participants must provide funding by the mutually agreed cadence as defined in the Playbook or pay interest in accordance with Ohio Revised Code 126.30 on any unpaid portion of the funding request.

Delinquent is defined as after 5:00 p.m. EDT on the date in which the funds were due.

e. *Late Fee Research. Cass will process all late fees as presented. After payment, Cass will research any late fee of

$50.00 or greater if there is a reasonable time period between “pay date” and “invoice due date”. Cass will contact the utility supplier to seek a credit on the late fee amount on the next billing. Cass will provide a status report of all assessed late fees.

f. *Shut Off, Disconnect and Delinquent Notices. All shut off, disconnect and delinquent notices received for accounts on the Approved Processing Accounts (APA) list are priorities. The protocol for how these priority notices will be processed will be outlined in the Playbook. If the notice is for an account not on the APA list, Cass will forward the notice to Program Participants by email.

g. *Mailing Requirements

1. *Bill Pay Insert Management. All inserts received with the utility invoices that pertain to utility services for

Program Participants (Rate Changes, Tax info, etc.) will be forwarded via email or paper to a Program Participants single point of contact. Program Participants to provide Contractor with respective contact information.

2. *Refund Checks Received by Bill Pay Provider. Checks issued by the utility vendors that are received by Cass and payable to the Program Participants will be forwarded to a Program Participants single point of contact.

Refund checks issued to Cass will be deposited and a check reissued to the Program Participants and forwarded to a Program Participants single point of contact. Program Participants to provide Contractor with respective contact information.

h. *Management of Invoice Exception Queue: Contractor shall offer an exception management process that utilizes

Contractor’s bill management specialists to review and analyze pre-payment exceptions. Some exceptions may ultimately require elevation to the Program Participants for assistance in resolution.

1. *Contractor will define process parameters during implementation. Bills that fail through the set procedures and require additional review and feedback are reviewed by the assigned specialist.

2. *Contractor will resolve reported invoice workflow exceptions on behalf of Program Participants where possible.

The bill specialist will research the exceptions with the provider/utility and return a resolution prior to bill payment or inclusion in a payment file.

3. *Contractor will escalate invoice workflow exceptions to Program Participants personnel if required.

4. *Contractor requires a Program Participants contact be designated for the escalation of pre-payment exceptions that could not be resolved without Program Participants feedback.

5. *Program Participant is obligated to review and respond so that Contractor and Cass can take necessary action on invoice as Program Participant advises.

6. *Neither Cass nor Contractor shall be responsible for delays in processing due to invoices that have been escalated to Program Participants for resolution.

9. *Transition Services

a. *In the event Program Participant terminates the agreement, Contractor will provide transition services for up to 30 days after termination. This term may be extended upon mutual agreement of all parties.

b. *Cass will forward invoices to new provider on a daily basis using the Program Participant’s overnight courier number at a charge to be established based on average monthly volumes.

c. *EDI invoices will be forwarded to an email address provided by Program Participants.

d. *Access to online reporting can be extended on a monthly basis for an additional monthly fee.

e. *Any other Program Participants supplemental reporting requirements will be reviewed and based on requirements and mutual agreement of both parties; specific programming fees may be assessed.

*Below notes changes to the Contract Remedies language and Limitations of Liability language:

*ATTACHMENT THREE: GENERAL TERMS AND CONDITIONS PART TWO: WORK & CONTRACT ADMINISTRATION

*CONTRACT REMEDIES.

1. Neither party or its affiliates or representatives shall be liable to the other party or its affiliates or representatives for any special, indirect, non-compensatory, consequential, incidental, punitive, or exemplary damages of any type, lost or prospective profits (for avoidance of doubt, “lost profits” for the purposes hereof does not include service provider’s fees as specifically contemplated in section 5 of this agreement), loss of business opportunity, loss of goodwill or reputational harm, loss of anticipated savings, wasted management time, or business interruptions, whether arising in contract or tort (including negligence, whether sole, joint or concurrent, or strict liability, but excluding gross negligence or willful misconduct), or otherwise, arising under this agreement or in connection with an offsite purchase transaction, even if advised of the possibility of such damages. In no event will the state’s total cumulative liability for claims arising out of or related to this agreement, regardless of the form of action, whether in contract, tort or otherwise, exceed the amount of fees paid or owing to contractor in connection with the services hereunder. In no event will contractor’s total cumulative liability for claims arising out of or related to this agreement, regardless of the form of action, whether in contract, tort or otherwise, exceed $2,000,000.00, to the extent such limitation does not impose an unlawful indemnification obligation on the state. Nothing in this agreement will operate to exclude or restrict one party’s liability to the other for any matter which it is not permitted by law to exclude or limit or to attempt to exclude or limit, including Ohio revised 9.27.

*ATTACHMENT THREE: GENERAL TERMS AND CONDITIONS PART FOUR: REPRESENTATIONS, WARRANTIES, AND LIABILITIES

*LIMITATION OF LIABILITY: This section has been deleted.

PRICE PAGE

THIRD PARTY ADMINISTRATOR FOR NATURAL GAS

CSP901819

UNSPSC CATEGORY CODE: 83101600

OAKS Item ID: 21737

1. The TPA will perform all work with no up-front cost.

2. Successful Offeror will be reimbursed by winning suppliers at a rate based upon a per MCF over the life of the contract for all accounts awarded as a result of services provided.

3. Any fees will be paid upon a per MCF basis.

Description

Contractor Fee per MCF

Choice Accounts

$0. 129 *

Transport Accounts

$0. 129 *

Note: The cost above shall be all inclusive of all services offered, including bill payment and revenue share portion for the state.

Agencies with Transport Accounts may choose not to utilize the bill auditing, payment and billing service option. The amount of $0.015 per MCF will be deducted from the Contractor fee above if an agency chooses not to utilize this service.

Contractor Fee per MCF is Firm Fixed.

All costs must be in U.S. Dollars.

The State will not be responsible for any costs not identified.

There will be no additional reimbursement for travel or other related expenses.

*Denotes price adjustment with all orders issued on or after 11/01/24.

Eff. Date: 07/18/25

CONTRACTOR INDEX

CONTRACTOR AND TERMS: CONTRACT NO.: CSP901819-1

OAKS ID: 0000212333

ADDRESS:

Summit Energy Services Inc. TERMS: Net 15 10350 Ormsby Park Place, Suite 400 Louisville KY 40223

REMIT TO ADDRESS:

Summit Energy Services Inc.

10350 Ormsby Park Place, Suite 400 Louisville KY 40223

CONTRACTOR’S CONTACT:

Charles Bleuel Office: (502) 614-2441 Client Support Analyst Fax: (502) 753-2248 Email: Charles.Bleuel@se.com

*Mike Hoadley * Office: (502) 753-3064 Client Manger II Fax: (502) 753-2248

* Email: mike.hoadley@se.com

*Denotes contact update with amendment 6.

mailto:Charles.Bleuel@se.com

Eff. Date: 07/18/25

SUMMARY OF AMENDMENTS

Amendment

Number Effective

Date Description

6 07/18/25 This amendment is issued to update the Contractor’s contact information.

5 11/01/24

This amendment is issued to notify that as a result of mutual agreement between the State of Ohio and the Contractor, this contract is renewed for an additional twenty-four

(24) months, effective 11/01/24 through 10/31/26.

Additionally, this amendment is issued to notify of changes to the Scope of Work, changes to sections of the contract terms and conditions, and a price increase effective with all orders issued on or after 11/01/24.

All other prices, terms and conditions remain unchanged.

4 11/01/22 This amendment is issue to correct the updated language regarding the Prohibition of the Expenditure of Public Funds for Offshore Services as listed in amendment 3.

3 11/01/22

This amendment is issued to notify that as a result of mutual agreement between the State of Ohio and the Contractor, this contract is renewed for an additional 24 months, as well as add Offshore language in the Standard Terms and Conditions in accordance with the Executive Order 2022-02D, effective 11/01/22 through 10/31/24. All other prices, terms and conditions remain unchanged.

2 01/13/20 This amendment is issued to update the Contractors contact information.

1 07/01/19 This amendment is issued to add the mutually agreed to contract language change.