ENE55 RFR - 4.2.24.docx

COMMONWEALTH OF MASSACHUSETTS

OPERATIONAL SERVICES DIVISION

Request for Response (RFR)

Document Title: Electricity

Agency Document Number: ENE55

COMMBUYS Bid#: BD-24-1080-OSD03-OSD03-97423

February 28, 2024 April 2, 2024

Please Note: This is a single document associated with a complete Bid (also referred to as Solicitation) that can be found on www.COMMBUYS.com. Bidders are responsible for reviewing and complying with all Bid requirements. Bidders may contact the OSD Help Desk at OSDHelpdesk@mass.gov or at 1-888-MA-STATE for technical assistance with COMMBUYS. The Help Desk is staffed from 8:00 AM to 5:00 PM Monday through Friday Eastern time, as applicable, except on federal and state holidays.

Bidders with disabilities or hardships that seek reasonable accommodation, which may include the receipt of RFR information in an alternative format, must communicate such requests in writing to the contact person. Requests for accommodation will be addressed on a case-by-case basis. A Bidder requesting accommodation must submit a written statement which describes the Bidder’s disability and the requested accommodation to the contact person for the RFR. The SST reserves the right to reject unreasonable requests.

Revision History

· Change to Reverse Auction date reflected in table.

Section 4.6 Compensation Structure/Pricing

· Product Specification tables for both contract categories updated to include comments on Location Forward Reserves and recently approved component, Day-Ahead Ancillary Services Initiative (DASI).

INTERNAL

REQUEST FOR RESPONSE STATEWIDE CONTRACT FOR ELECTRICITYINTERNAL

Document Sensitivity Level: High during development; Low once published. Template v 4.1.0

REQUEST FOR RESPONSE STATEWIDE CONTRACT FOR ELECTRICITYINTERNAL

Table of Contents Page iv Document Sensitivity Level: High during development; Low once published.

INTRODUCTION AND BID OVERVIEW

Summary Description of Procurement The Commonwealth of Massachusetts and the ENE55 Strategic Sourcing Team (SST) are soliciting Bidders for the acquisition of electricity. The resulting Contract will serve as the primary Statewide Contract used by Executive Agencies of the Commonwealth for the goods and services covered by the Contract. The resulting Contract will replace ENE49. The Contract will also be available for use by other Eligible Entities who sign a Memorandum of Understanding (MOU) to use the contract. Each Commonwealth Agency and eligible entity is responsible for executing its own purchase orders and paying its own invoices for goods and/or services acquired from this Statewide Contract. Contractors will be responsible for marketing their goods and/or services to Commonwealth Agencies and other eligible entities.

The contract includes the following two (2) categories:

· Category 1: Firm Fixed Price

· Category 2: Firm-Fixed Price with Capacity Pass Through To participate in ENE55, all non-executive agencies executed a Memorandum of Understanding (MOU) which gives OSD full authority to award for all participants of this Contract. In addition, ENE55 participants certified that their electricity accounts are currently not under contract and provided information regarding the accounts, such as whether there are renewable assets at the location, whether the accounts participate in demand response, and/or whether the location has storage or other load shifting options. Signed letters of authorization (LOA) for the Commonwealth and participants are available and can be provided to potential bidders.

Commodities: 83-10-00, 83-10-18-00 Estimated Procurement Calendar

2:00 PM – 3:00 PM EDT

Registration Link:

https://us02web.zoom.us/meeting/register/tZMtcuqopjIvGdNiGSvE6NS98YoeVzBDsH9p

11:00AM

Training for Online Submission – Contractors that have not previously submitted electronic quotes via COMMBUYS are strongly encouraged to attend training.

Dates and Times Available:

March 12, 2024

10:00 AM – 11:00 AM EDT

March 26, 2024

1:00 PM – 2:00 PM EDT

April 10, 2024

1:00 PM – 2:00 PM EDT

Online Webinar:

This interactive webcast provides instructions on several activities: Locating and responding to bids; Using the bid Q&A feature; Creating a quote response; Revising a Quote response. Access the webcast here.

Late bids will not be considered.

Note: See Appendix 2 "Instructions for Vendors Responding to Bids Electronically through COMMBUYS" for instructions on how to register for live webinar and additional trainings that may be helpful to prospective bidders.

Visit https://attendee.gototraining.com/957t1/catalog/894414649161911296?tz=America/New_York for additional Instructor-Led Training and Webinar dates.

Times are Eastern Time (US), as displayed on the COMMBUYS system clock after logging in. If there is a conflict between the dates in this Procurement Calendar and dates in the Bid’s Header, the dates in the Bid’s Header on COMMBUYS shall prevail. Bidders are responsible for checking the Bid record, including Bid Q & A, on COMMBUYS for Procurement Calendar updates.

Submission of Bid Questions The “Bid Q & A” function in COMMBUYS allows Bidders to ask written questions and receive written answers regarding this Bid. To locate the Bid Q & A, log into COMMBUYS, locate the Bid, acknowledge receipt of the Bid, and scroll down to the bottom of the Bid Header page. The “Bid Q & A” button allows Bidder’s access to the Bid Q & A page.

All questions must be submitted through the Bid Q & A page. Questions must be asked prior to the Deadline stated in the Estimated Procurement Calendar. The Strategic Sourcing Team (SST) reserves the right not to respond to late questions. Bidders are responsible for verifying that their questions are recorded in COMMBUYS and appear on the Bid Q & A page.

Questions submitted to the SST outside of COMMBUYS will not be answered.

Content entered must be suitable for public viewing. Bidders must not include inappropriate content, including but not limited to, information that could be considered personal, security sensitive, inflammatory, incorrect, or collusory. The SST reserves the right to edit or delete any inappropriate content.

All answers are final when posted. Any subsequent revisions to previously provided answers will be dated.

Bid Amendment Deadline Although Bidders may submit quotes any time after the Bid Release Date and prior to the Bid Opening Date, Bidders should ensure that their quotes are based upon the final versions of the RFR and its attachments. Final versions of RFR and its attachments are available after the Bid Amendment Deadline date.

The SST reserves the right to make amendments to the Bid after initial publication. It is each Bidder’s responsibility to check COMMBUYS for any amendments, addenda or modifications to this Bid, and any Bid Q & A records related to this Bid. The SST and the Commonwealth accept no responsibility and will provide no accommodation to Bidders who submit a Quote based on an out-of-date Bid or on information received from a source other than COMMBUYS. At the SST’s discretion, the Bid Amendment Deadline may be extended. As stated above, it is the responsibility of the bidder for checking the Bid record in COMMBUYS for revisions and updates.

Bidders Conference The Bidders Conference is a physical, web or telephone conference conducted by the SST for the purpose of informing prospective Bidders about general Bid information. All questions related to the scope and technical requirements should be submitted using the Bid Q and A module in COMMBUYS.

Attendance is strongly encouraged. Please refer to the Bidders Conference section of the Header Information for this Bid in COMMBUYS for any updated information, including the location, time, and date of the Bidders’ Conference.

Late Bids will not be Considered Bid responses must be received in full by the bid opening date and time shown on COMMBUYS ("Bid Opening Date/Time", i.e., the Deadline for Quotes/Bid Responses). Proposals received after the deadline will be ineligible for consideration and deemed non-responsive. Each bidder/offeror must submit all required bid response forms electronically through COMMBUYS. When submitting a quote electronically through COMMBUYS, please allow sufficient time to complete any online forms and upload documents. If you are in the middle of uploading your proposal when the deadline is reached, the system will stop the process and you will be unable to submit your Quote. It is recommended that Quotes be submitted as far in advance as possible before the deadline to allow time to obtain assistance from the OSD Help Desk if needed.

Debriefing The SST will conduct debriefings for unsuccessful Bidders, if requested within 14 calendar days of notification that your Quote has not been selected for an award. Debriefing guidelines will be provided in advance prior to the debriefing.

Additional Bid Information Anticipated Contract Duration:

The initial term of this Contract will be between two (2) and four (4) years, whichever is determined by the SST to represent the best value based on the pricing resulting from the reverse auction. In addition, this Contract has up to three (3) options to renew for a term between one (1) and three (3) years each, depending on the length of the initial term, with a maximum possible contract duration of five (5) years.

Estimated Value of the Contract The estimated value of purchase(s) resulting from this Bid is provided in Exhibit 1. The Commonwealth makes no guarantee that any commodities or services will be purchased from any Contract resulting from this Bid. Any estimates or past procurement volumes referenced in this Bid are included only for the convenience of Bidders and are not to be relied upon as any indication of future purchase levels.

Estimated Number of Awards Multiple bidders may be qualified based on the results of technical evaluations. Depending on the account groupings, the SST may award contracts to more than one (1) Contractor, if it is in the best interests of the Commonwealth to do so. However, only one (1) Contractor will be awarded a contract to serve any individual account.

Contract Renewal Contract renewals will be offered at the sole discretion of OSD. At a minimum, offers to renew will be contingent upon satisfactory contractor performance, compliance with reporting requirements, meeting agreed upon key performance indicators and other performance measures, and adequate sales volume.

Adding Contractors after initial Contract Award OSD and the SST may determine during the life of this contract that additional Contractors are necessary to meet Buyer’s needs and/or to obtain additional products or services. Additional Contractors may first be drawn from qualified Bidders which responded to this Bid but were not awarded contracts and/or the Bid may be reopened to obtain Quotes from additional Bidders. Contract reopening will be offered at the sole discretion of OSD.

Acquisition Method(s):

Entities Eligible to Use the Resulting Contract Any Contract(s) resulting from this Bid will be open for use by the following entities:

· Cities, towns, districts, counties, and other political subdivisions

· Executive, Legislative and Judicial Branches, including all Departments and elected offices therein

· Independent public authorities, commissions, and quasi-public agencies

· Local public libraries, public school districts and charter schools

· Public hospitals owned by the Commonwealth

· Public institutions of higher education

· Public purchasing cooperatives

· Non-profit organizations that are doing business with the Commonwealth;

· Other states and territories with no prior approval by the State Purchasing Agent; and

· Other entities when designated in writing by the State Purchasing Agent.

Each eligible entity is responsible for executing its own purchase orders and paying its own invoices for goods and/or services acquired from this Contract. Contractors will be responsible for marketing their goods and/or services to Commonwealth Agencies and other eligible entities.

ADDITIONAL INFORMATION ON PROCUREMENT SCOPE

The Commonwealth’s current electricity supply contract ends with the first meter read meter date on or after September 1, 2024. This contract serves approximately 500 accounts from various state agencies. These accounts use approximately 250 million kilowatt hours (kWhs) annually.

The Commonwealth is requesting firm-fixed, full requirements price proposals for all services and products necessary to provide firm delivery of energy to the Commonwealth, including but not limited to: energy, Capacity and all ICAP related charges, congestion charges, Federal Energy Regulatory Commission (FERC) Order 745 costs, locational forward reserve, locational price differentials, Ancillaries, Reliability Must Run (RMR) charges, renewable portfolio standards (RPS), ISO administrative fees, imbalance service charges, locational forward reserves (LFR), line losses, the Statewide Contract Administration Fee as defined in this RFR, Enel X Advisory Services USA, LLC’s procurement fee (hereafter referred to as “Enel X”), supplier costs, and any other services obligated to serve the Customer’s load. DO NOT INCLUDE regulated delivery charges in the price you bid. Along with the release of this RFR, Enel X will make available an excel file titled “Exhibit 1” which will include an auction schedule, monthly usage data for all included accounts, and other utility provided information regarding each account such as service address, account number and tariff. The Exhibit 1 will be made available at:

http://www.exchange.enelx.com/webportal/Public/Announcement.aspx?ID=UzudhnPIjq8%3d The accounts serviced through this contract are located in the following utility service territories LDC (Local Distribution Companies) / Load Zones):

· (Eversource) NSTAR - Boston Edison Company (NEMA, SEMA)

· (Eversource) NSTAR - Cambridge Electric Company (NEMA)

· (Eversource) NSTAR - Commonwealth Electric Company (SEMA)

· National Grid - Massachusetts Electric Company (SEMA, SEMA, WCMA)

· (Eversource) - Western Massachusetts Electric Company (WCMA) This procurement will be performed through a two-step process where interested bidders provide technical proposals for evaluation in Phase I and those that are approved to move forward by the SST will provide pricing through a Reverse Auction in Phase II. Bidders must respond to Phase I to be considered for Phase II. Phase I will take place in COMMBUYS with interested bidders submitting their technical proposals by the Bid Opening Date/Time (See RFR Section 1.2, Estimated Procurement Calendar) which will be evaluated in accordance with this RFR. Phase II will take place in the Enel X auction platform. It is the intent of the SST to utilize the Reverse Auction to award the contract pricing. See instructions for the Reverse Auction in Section 4.3 of this RFR.

Bidder Qualifications Company Experience Business background Bidders must provide detailed information regarding their company’s experience as it relates to this RFR. The Bidder must demonstrate that it possesses experience providing firm supply of electricity to retail customers in deregulated markets and is not merely acting as a broker. Bidders must provide the following:

· A narrative describing experience in deregulated electricity markets, including Massachusetts.

· State the number of years the firm has been providing electricity in the US, including in Massachusetts.

· Provide the magnitude in kilowatts or megawatts (kWhs or MWhs) of electricity supply contracts transacted during the past two (2) years in Massachusetts.

· Provide a narrative addressing the Bidder’s ability to administer retail electricity contracts effectively and efficiently in deregulated markets and how any continuity of service problems will be addressed, the bidder’s effectiveness of contract administration management and willingness to assist with routine matters and unexpected difficulties and a description of the current billing operations and whether this is an in-house operation or out-sourced entity. Include the timeliness of customer enrollments as well as corrective actions the bidder will take in the event of any enrollment difficulties experienced in deregulated markets.

Years in the industry of the Bid Bidders must have been in the business of providing electricity supply for at least the three (3) most recent consecutive years prior to the RFR submission deadline (See RFR Section 1.2, Estimated Procurement Calendar).

In the case of companies formed fewer than three (3) prior to this date via merger, acquisition or some other means, the SST may consider the experience of all companies involved in the merger or acquisition.

Primary Account Manager Bidders must provide a resume of the primary account manager (AM) who will be responsible for the overall management, reporting and ensuring adherence to the performance measures of this contract during normal business hours. This individual should have at least 3-5 years of direct customer account management experience. Since this person will be responsible for day-to-day management of this contract, this person should not be an officer of the company or any individual without the available time to effectively manage the contract. The AM is required to be responsive to all requests by the OSD Contract Manager, ideally within 24 hours, and responsible for contract management throughout the entire life of the contract.

Licensing and Certification Bidders must show that they hold all necessary licenses including a Massachusetts Department of Public Utilities (MDPU) supplier license number. Since the Commonwealth anticipates aggregating accounts and loads together for pricing purposes, bidders will need to be licensed and have agreements in place with all local distribution companies (LDCs) included in Section 2 of the RFR in order to bid on the Commonwealth’s requirements. Bidders must supply the following information for each LDC they plan to bid on: docket number, date of application, and date of approval.

Financial stability including bankruptcy, litigation and contract defaults Financial Stability Bidders must provide the following financial information with their proposals:

· A URL link to, or electronic copy of, the firm’s most recent audited financial statement and annual report or a link to the reports.

· Their most recent Standard & Poor’s and/or Moody’s credit rating

· DUNS number Certificate of Good Standing Bidders must provide a Certificate of Good Standing from the Department of Revenue (DOR). Visit DOR website https://www.mass.gov/info-details/dor-certificate-of-good-standing-andor-corporate-tax-lien-waiver-faqs for more information.

For out of state Bidders: if a certificate from DOR is not available, bidder must provide equivalent documentation/ justification of financial standing to be reviewed by the SST. The SST reserves the right to request additional information/ clarification.

Bankruptcy, litigation, and contract defaults Bidders must provide a list of any outstanding contingencies, such as lawsuits or other claims or charges, against the Bidder related to performance of the services sought under this RFR.

Sample Billing As a separate document, the Bidder must provide a sample bill. OSD requires bills to include the following items: supplier account number, utility account number, account name, volume billed, price per kWh, total cost, starting and ending meter read dates for the bill and state contract number (ENE55). Any additional charges and transactions occurring during the billing cycle (i.e., payments applied, unpaid balance, late charges, credit memos and other adjustments) must also be clearly identified on the bill. In addition, it is necessary that a unique invoice number be clearly identified on the bill for each account as this will assist end-users and contractors in resolving any billing questions during the term of the contract.

References and reference information and/or requirements The Bidder must provide a total of five (5) references as follows:

· Two (2) references from a government entity (federal, state, or municipal) for which your company has provided electricity supply within the last two (2) years.

· One (1) reference from any entity for which your company has provided electricity supply within the last two (2) years. This reference must be for a customer within Massachusetts.

· Provide two (2) examples of large-scale electricity procurements that your firm is currently serving or has served in the past three (3) years with at least 25 accounts and an annual volume of at least 25,000,000 (kWhs). These references can be for customers within Massachusetts or for customers located in other states.

The SST reserves the right to verify Bidders experience and references. Bidders are responsible for ensuring contacts are aware they are being used as references for this bid. The SST reserves the right to utilize information gathered from references and historical information when scoring responses. The SST may contact any reference for clarification or further questions as needed, and it is the Bidder’s responsibility to facilitate their responsiveness if needed or provide a substitute reference.

Additional Capabilities Bidders must describe their online customer portal or other online capabilities. Contract participants may elect to “green” up a portion of their electricity consumption for an additional fee. The Bidder should provide any additional services or capabilities that may be relevant within the scope of this RFR for consideration with their Quote submission.

COMMODITY, SERVICE, ENVIRONMENTAL, AND COST SPECIFICATIONS

Commodity Specifications All quantities required to be delivered to facilities included in this Contract shall be considered firm full requirements and guaranteed for delivery by the Contractor to the Delivery Point. The Contractor shall be liable for all penalties assessed by the New England Independent System Operator (ISO-NE) to facilities for the non-delivery of firm requirements. The electricity provided under this Contract shall conform to the tariff of the interstate/intrastate transmitting utility and the LDC at the Delivery Points for the accounts included in this procurement.

Service Specifications The following define the service specifications.

Delivery Point The “Delivery Point” for such electricity shall be that point on the distribution system at which the LDC takes possession and ownership of the electricity for final delivery to the meter(s) of the specific facilities. This same Delivery Point shall be where the facility takes title to the electricity.

Continuity of Service It shall be the Contractor’s responsibility to coordinate with the LDC as necessary to resolve issues related to the LDC’s regulated services and to ensure the reliable provision of electricity to the facilities included in this Contract. Metering services shall continue to be provided by the LDC.

Nominating and Balancing Responsibilities It is the Contractor’s responsibility to conduct all required nominations on behalf of the facilities specified herein. The Contractor shall be fully familiar with the imbalance, transmission grid loss, and line loss policies of the LDC, the interstate/intrastate transmission companies and the ISO-NE. Any costs or penalties associated with these items will be the sole responsibility of the Contractor.

Risk of Loss Risk of loss of electricity supplied under this Contract shall remain with the Contractor until, and risk shall pass to the Commonwealth upon, delivery of said electricity to the Delivery Point specified for each facility.

Regulatory Changes If, during the term of this contract, unanticipated regulatory changes shift costs from the LDC to the Contractor or from Contractor to the LDC, then such costs or credits shall be charged to the Commonwealth of Massachusetts at cost subject to review and approval by OSD at least 30 days prior to the regulatory change taking affect.

If, during the term of this contract, regulatory changes create additional costs not currently included in the contract price or increases in the cost components of the price awarded, which the Commonwealth of Massachusetts would be subject to regardless of whether it was receiving service from the Contractor, the LDC or any other provider of electricity service (“Incremental Charge”), and the Contractor is unable to mitigate such incremental charge, then the Contractor shall charge such incremental cost to the Commonwealth of Massachusetts. OSD and the Contractor will bi-laterally negotiate how these charges are addressed in terms of billing.

Any anticipated regulatory changes that OSD wants bidders to include in their bid prices on auction day will be communicated to bidders prior to the auction and specified on the bid platform. All other anticipated regulatory changes that have not been approved as of the auction date should not be included in bid prices.

The following provides specifications on how to treat current regulatory items:

· Capacity Costs - The Commonwealth requires capacity costs to be a fixed charge during the term of the contract and included in bid prices for Pricing Category 1 as defined in RFR Section 4.6 Compensation Structure/Pricing.

· The Peak Day/Hour combination for the Power Year (PY) 2024/2025 (June 1, 2024 to May 31, 2025) has not been finalized yet but should be prior to the reverse auction.

· Bidders should use all known capacity tags in bids for Pricing Category 1.

· 2027/28 Forward Capacity Auction (FCA) rates should be published and known prior to the reverse auction.

· For contract terms between twenty-four (24) and forty-eight (48) months, Bidders should use all known capacity tags and FCA rates. No adjustment or true-up will be allowed for the final three (3) months of the forty-eight (48) month contract term.

· For contract terms greater than forty-eight (48) months, Bidders should use all known capacity tags and FCA rates and use the last known FCA rates for future years for which rates are not known. Bidders will be able to true-up capacity costs once new FCA rates are approved

· Clean Peak Standard (CPS) – All CPS costs will be passed through.

· Fuel Security Service (FSS) – There are three separate FSS programs 1) Mystic Cost of Service, 2) Inventoried Energy Program, and 3) Energy Security Initiative,

· Mystic Cost of Service (June 2022 – May 2024) – Under current regulations, Mystic fuel security and cost-of-service (COS) is slated to end May 31, 2024. Therefore, these charges will not be relevant for the ENE55 procurement. However, if FERC authorizes an extension or renewal of the Mystic Cost-of-Service agreement or there are any additional fuel security costs associated with Mystic beyond May 31, 2024, those costs will be considered as a Change-in-Law and passed through by all suppliers.

· Inventoried Energy Program (IEP) (Winters 2023/24 & 2024/25) – IEP is similar to its predecessor program, the “Winter Reliability Program,” IEP charges are only applicable during winter months (Dec-Feb) and program costs are not fully known until the winter settlement period. All IEP costs will be passed through by suppliers.

· Energy Security Initiative (ESI) (June 2024 – beyond) – ESI has been rejected by FERC. However, if a revised or new initiative is approved, costs will be considered as a Change-in-Law and passed through by all suppliers.

Credit for Basic Service If at any time (unless under a condition of Force Majeure) an account covered by this contract is forced to accept LDC Tariff Rates from the LDC serving in its capacity as the utility contractor of last resort, the Contractor shall be responsible for payment of any additional electricity costs incurred over and above the contract award price. Force Majeure in terms of this contract will refer to any of the events described in the Glossary of definitions of this contract.

Load Reduction and Demand Response The Commonwealth of Massachusetts will not be penalized in any way for pursuing energy conservation projects or participating in demand response programs that reduce load requirements except as expressly detailed in the Material Change section 4.2.8 of this RFR.

Material Change The Purchasing Entity point of contact will make every effort to promptly notify the Contractor and OSD Contract Manager in writing via email of any construction projects, furnace outages, boiler shutdowns and additions, maintenance of equipment, Executive Orders and Public Laws and Regulations, or the facility electing to switch to an alternate fuel source that may impact a facility's historical usage by more than 25% (a "material change"). Additionally, a material change cannot be caused by increases or decreases in operating hours, caused by fluctuations in the weather or by a declared State of Emergency or Force Majeure events. If the facility provides advance notice to the Contractor of any material change, the Contractor will pay any penalties imposed by relevant market entities. If the Purchasing Entity point of contact fails to notify the Contractor of a material change, the facility shall pay all penalties imposed by relevant market entities.

Account Enrollment The Contractor will be responsible for switching accounts from the applicable LDC (or third-party contractor) to the Contractor and fulfilling any obligations with the LDC to that end. If the Contractor fails to switch accounts within the terms specified in this contract, penalties may be assessed based on the difference between the Applicable LDC Tariff Rate and contract award price for the period of time the account remained on LDC service. The Commonwealth will make its best effort to ensure that all accounts included under this Contract and the resulting auctions are transportable. However, it is the supplier’s ultimate responsibility to verify that accounts are transportable. All costs associated with a Contractor not being able to service an account based on non-transportability issues will be borne solely by the Contractor. If a utility requires a new meter to be installed in order to take third-party electricity supply, it is the Contractors responsibility to notify the Commonwealth prior to enrolling the account.

Additionally, the Contractor will be required to provide a spreadsheet clearly identifying each account number being served as a result of contract award(s) and the service start date for each of these accounts. This spreadsheet will be due to the Commonwealth and Enel X as per the Estimated Procurement Schedule in Section 1.2 referred to as “Enrollment Report Due”.

Facilities in leased spaces that are responsible for paying their own electricity bills will be allowed to participate in this Contract. Based on the information available to the Commonwealth at the time of this RFR release, no leases are scheduled to terminate over the next thirty-six months for accounts included in the Exhibit 1. Notes regarding any differences in service end dates for any account, including accounts in leased space, will be clearly identified in the notes section of Exhibit 1.

Adding Facilities to this Contract after Initial Start Date For a variety of reasons, it is possible that certain authorized facilities eligible to join ENE55 but not included in Exhibit 1 may request to satisfy these requirements by use of this Contract. In that event, The Commonwealth shall provide an estimate of the facility’s electricity requirements to the Contractor and the Contractor will be required to provide a price for new accounts under the same Terms and Conditions as this Contract. The Commonwealth will have the ability to decline the price if it is not in the Commonwealth’s best interest. Adding facilities shall be accomplished through either a bilateral execution of an Additional Account form or a subsequent auction. The specific method used will be at the discretion of the Commonwealth.

To add an account to the contract, Buyer’s will provide the Commonwealth with a list of accounts to be added, a recent utility invoice for each account, signed letter of authorization, and a signed MOU. The Commonwealth will convey these documents to the Contractor to develop a price to add the account.

In an applicable LDC where the policy is to change account numbers upon enrollment with a third-party contractor; the facility will not be considered an addition even if a new account number is assigned. If the LDC deems appropriate to change an account number for a facility during the term of this Contract, this will also not be considered an addition and it will continue to be served at the contract award price for the full term of the contract.

Removing Facilities from this Contract after Initial Start Date It is also possible that some accounts that are enrolled under this contract may subsequently be removed at the facilities request. Removing an account will be handled under the below Special Contract Termination – Liquidation of Contract Positions language and execution of a contract modification.

At any time, and for any reason following contract execution or during the term of this contract, the Commonwealth may terminate service to an individual account or accounts specified herein. The agency responsible for the account(s) will pay any penalties imposed by the LDC or other appropriate authority associated with such termination in the event the subject contract account(s) were properly enrolled as required pursuant to the Account Enrollment language included in this RFR.

If possible, the Commonwealth will provide thirty (30) days prior notice of termination to the Contractor. Upon termination of an enrolled account(s), the Contractor will return such account(s) to LDC service on the next available meter read date as determined by the LDC, and the party's respective obligations under this contract will cease on that meter read date. At the time the enrolled account(s) is terminated the Contractor will make a reasonable assessment of the difference between the Contract Price (Price A) and the market-based price for the same supply at the time the contract is terminated (Price B). If Price A is greater than Price B, the agency responsible for the account(s) shall pay the Contractor the difference between Price A and Price B. The Contractor's assessment of Price B shall include any incidental costs such as administrative costs, brokerage fees, transmission, or increased tax costs for termination, provided such incidental costs are reasonable and fully documented. Calculations of Price B shall be itemized and supported by appropriate proofs of payment or settlement resulting in the total amount resulting from the termination and provided to the Commonwealth for review and approval prior to any payment being made by the agency responsible for the account. This same language applies to any volumes that must be liquidated if a material change occurs at a facility during the term of this contract.

Special Terms and Conditions All of the powers, protections, benefits, and terms and conditions of this Contract, applicable to the Commonwealth or the State, that are contained in the Standard Commonwealth Terms and Conditions, including, but not limited to the indemnification and risk of loss provisions, shall apply to all Eligible Entities that choose to participate in this Contract.

Any reference in the Contract documents, including but not limited to this RFR, the Commonwealth Terms and Conditions, and the Commonwealth of Massachusetts Standard Contract Form and instructions, to the terms Agency, Agencies, Commonwealth of Massachusetts, Commonwealth or State shall include all Eligible Entities participating in this Contract as defined in Section 1.3.7 of this RFR.

Notes and Instructions Regarding Exhibit 1 The quantities shown in Exhibit 1 are estimated load requirements and are based upon the best information available to the Commonwealth through the LDC at the time this RFR was issued. The load information submitted is intended as an estimate of the magnitude and nature of the loads during a specified time period. Such estimates are being furnished for informational purposes. The State does not warrant the accuracy of the usage information provided and the Contractor will be entitled to no additional compensation and no equitable adjustment of price if actual load requirements vary except as expressly detailed under Material Changes, Service Interruptions, Load Reductions and Pricing Product Definitions. Since it is impossible to determine the precise quantities that will be needed during the contract term, each Contractor shall be obligated to furnish each facility’s electricity requirements in full to the Delivery Point during the term of this contract.

Payment and Billing For the purposes of this Contract, the Commonwealth shall pay the Contractor through monthly bills rendered by the Contractor for each account included in this contract in accordance with the applicable LDC’s dual billing procedures. Some participants have request dual summary billing, please refer to Exhibit 1 for the specific accounts that must be invoiced on a dual summary basis.

The Commonwealth requires that Contractors allow for payment of bills using Electronic Fund Transfers (EFTs) at the option of the Commonwealth. The Contractor shall base all invoicing on metered quantities at the customer meter. If estimated usage values are used, the contractor shall adjust all estimated usage values to actual metered consumption levels no later than one (1) month after actual usage volumes are provided by the utility. Contractors will be required to include any price components on the invoice other than the awarded price as itemized line items.

The Commonwealth requires bills to include the following items: supplier account number, utility account number, account name, volume billed, price per kWh, total cost, starting and ending meter read dates for the bill and state contract number (ENE55). Any additional charges and transactions occurring during the billing cycle (i.e., payments applied, unpaid balance, late charges, credit memos and other adjustments) must also be clearly identified on the bill. In addition, it is necessary that a unique invoice number be clearly identified on the bill for each account as this will assist end-users and contractors in resolving any billing questions during the term of the contract.

Reverse Auction Participation This procurement is being conducted through a multi-step auction bidding process and awards will be made to the responsive and responsible bidder supplying the lowest price for each account group as defined under Exhibit 1 for pricing categories as determined by the Commonwealth. The Commonwealth is utilizing an internet-based transaction platform provided by Enel X to obtain pricing for this procurement. All prices submitted through the Enel X auction platform shall be in accordance with the provisions of this RFR. It shall be the express responsibility of the Bidder to understand both the rules and the mechanics of the Enel X auction platform. As part of this procurement both a teleconference and a demo auction will be provided to assist Bidders with the auction.

The Enel X platform that will be used to conduct the auction is: https://exchange.apps.enelx.com The auction schedule and training materials, as well as other relevant documents, can be found at the procurement announcement page: http://www.exchange.enelx.com/webportal/Public/Announcement.aspx?ID=UzudhnPIjq8%3d Auction training will be provided to any bidder that requests it by emailing Jon Harvey at Jonathan.harvey@enel.com at least one (1) week prior to the auction.

The final award(s) will be based on lowest cost per kWh for established price groupings and products as determined to be in the best interest of the Commonwealth. Bidders agree to hold the prices in its price proposal firm until 2:00 PM ET on the auction date. All bids entered into the auction are considered binding.

Procurement Fee Payment The awarded electricity contractor(s) hereby agree to assess a procurement fee, to be paid to Enel X, on all accounts served through this Contract which will be included in the Bidder’s price. The Enel X fee will be $0.00085 per kWh. This fee will be paid by the successful electricity contractor(s) directly to Enel X in accordance with the Payment Instructions document found at the following link:

http://www.exchange.enelx.com/webportal/Public/Announcement.aspx?ID=UzudhnPIjq8%3d The electricity contractor shall be responsible for providing a summary accounting of the monthly volume of electricity delivered and resultant fees paid to Enel X as per account Payment Instructions document.

Geographic coverage Awarded Bidders must ensure complete coverage for the utility service territories LDC’s for which they have been awarded.

Environmental Specifications In 2009, Executive Order 515, establishing an Environmental Purchasing Policy for Executive Departments, was signed. View the Environmentally Preferable Products (EPPs) Procurement Program General Information, Requirements and Guidance for detailed information about the program at https://www.mass.gov/doc/epp-general-information-requirements-and-guidance/download.

Bidders should also be aware that in 2021, Senate Bill 9 - An Act Creating a Next Generation Roadmap for Massachusetts Climate Policy was signed to achieve Net Zero emissions in 2050 and furthers the Commonwealth’s efforts to combat climate change and protect vulnerable communities. The full Act may be viewed at https://malegislature.gov/Bills/192/S9. In 2021, Executive Order 594, Leading By Example: Decarbonizing and Minimizing Environmental Impacts of State Government, was signed. EO594 requires all eligible state agencies to assess and implement strategies to mitigate greenhouse gas emissions and other environmental impacts when planning for and executing projects related to the design, construction, operations, and maintenance of state facilities, and the procurement of goods and services, including vehicles. View EO594: Leading By Example requirements at https://www.mass.gov/executive-orders/no-594-leading-by-example-decarbonizing-and-minimizing-environmental-impacts-of-state-government.

Environmental Benefit Claims/Labeling Environmental benefit claims concerning products or services must be consistent with the Federal Trade Commissions’ Guides for the Use of Environmental Marketing Terms. Product environmental claims are to include the industry standard the product meets and certifier. Vendors must agree to offer and clearly label products with sustainability certifications and attributes, when available, within specific product categories. Documentation of the certification claimed by the vendor must be supplied upon request if it is not publicly available for verification (on either the vendor’s or certifier’s website). Vendors claiming environmental benefits of their products shall list the appropriate benefits or industry standard it meets in the quarterly sales reports, if applicable, or on separate annual reports.

Environmental Practices Form Bidders must complete this form, located in the Bidder Response Form, and submit it with their Quote. The form allows Bidders to communicate existing business practices that foster a sustainable approach to conducting their operations and reduce environment or public health impacts. Bidders may receive additional points in the evaluation phase of the RFR for the environmental initiatives they identify, however, bidders must substantiate all answers to receive additional points.

Environmental plan Awarded Bidders must agree to work with OSD and the SST to examine the feasibility of implementing an environmental plan throughout the life of the contract. Such a plan may include, but not be limited to, implementing energy initiatives, adopting, and implementing sustainability policies or third-party standards and/or certifications, or publicizing their environmental initiatives. The objective of this requirement is to actively encourage suppliers to incorporate sustainable practices throughout their business operations and further market such practices to Contract users. Bidders may include written proposals submitted as an attachment titled “CompanyName_EnvPlan” to their Quote detailing a commitment to action contingent upon receipt of a Contract award.

Compensation Structure/Pricing Awarded suppliers will be compensated on a per kWh basis. OSD is interested in two (2) types of pricing.