OBM001_CSP900421_Contract.REV.pdf

Index No.: OBM001

Eff. Date: 07/01/25

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

MANDATORY USE CONTRACT FOR: STATE OF OHIO STATEWIDE PAYMENT CARD SERVICES

CONTRACT NUMBER: CSP900421 EFFECTIVE DATES: 09/01/20 TO 06/30/23

* Renewal through 06/30/27

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

CSP900421 that opened on 11/25/19. 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 Requirements 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 Requirements Contract is available to the Office of Budget and Management 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 Requirements Contract and any Amendments thereto are available from the DAS Web site at the following address:

www.ohio.gov/procure

* Indicates twenty-four (24) month renewal through 06/30/27, per Amendment 2, effective 07/01/25.

Eff. Date: 09/01/20

MUTUALLY AGREED UPON TERMS AND CONDITIONS

The State of Ohio and U.S. Bank have mutually agreed upon the Terms and Conditions delineated in document #:

CSP900421T&C dated June 16, 2020.

Additionally, the State of Ohio and U.S. Bank have agreed to the following:

A. U.S. Bank is an authorized issuing member of certain Card Networks and is authorized to provide commercial charge accounts;

B. U.S. Bank offers commercial charge accounts and services denominated in U.S. dollars, (the “Commercial Account

Program” or “Program”); and, C. The State desires to utilize the Program.

D. Now, therefore, the State and U.S. Bank agree to the following:

1. Definitions.

1.1. “Account" means a commercial charge card, regardless of the medium, issued pursuant to the Agreement.

1.2. “Billing Cycle” means the period from the date a Statement is generated until the next Statement is generated.

1.3. “Card Network” means, as applicable, one of the following Card Networks whose marks are contained on the cards issued under the Agreement: Visa U.S.A. Inc. and Visa International, Inc., MasterCard International Incorporated or such other national card network with respect to which U.S. Bank becomes an issuer during the term of the Agreement.”

1.4. “Charge” means any transaction posted to an Account that has a debit value.

1.5. “Charge-off” means any amount due and owing to U.S. Bank by the State or its Account holders related to the Agreement that is classified as a charge-off under U.S. Bank’s then applicable accounting policies.

1.6. “Charge-off Adjustment” means the difference between Charge-offs and one-half of Charge-off Recoveries.

1.7. “Charge-off Recovery” means an amount equal to any monetary recovery related to a Charge-off.

1.8. “File Turn Days” means the number of days from the date U.S. Bank funds a Charge to the date of payment, inclusive of the beginning and ending dates.

1.9. “File Turn Days Payment Performance” means the weighted average File Turn Days during the applicable Rebate Period.

1.10. “Net Discount Charge Volume” means all Charges set forth on the Statement furnished for the Accounts in the applicable Rebate Period that qualify for and have applied to them a discount interchange rate program, less credits, and net of Charge-off Adjustments for the same Rebate Period. All other Charges, fees, cash advances, Fraudulent Charges, and chargebacks are excluded from Net Discount Charge Volume.

1.11. “Net Standard Charge Volume” means all Charges set forth on the Statements furnished for all Accounts in the applicable Rebate Period other than those Charges qualifying for and having applied to them Discount Interchange Rate Program, less all credits, cash advances, fees, Fraudulent Charges, chargebacks (other than those counted as Fraudulent Charges) and net of Charge-off Adjustments for the same Rebate Period.

1.12. “Obligations” means all Charges, fees, and other activity posted to an Account.

1.13. “Rebate Period” means, for the first such period, a 10-month period beginning on September 1, 2020, and 12-month periods continuing immediately thereafter.

1.14. “Statement” means, with respect to one or more Accounts, a periodic listing of all Charges, fees, and payments posted to such Accounts.

2. Product Selection.

Please Select One or More Products

Purchasing Accounts [Only Corporate Liability]

Estimated Annual Charge Volume $______________________

Benefits^: Card Network benefits

Optional Enhancements:

Event Planner account / Managed Spend account / Central Billing account

^Benefits and protections offered by the Card Networks are established by the Card Networks outside of the control of U.S. Bank and may be changed from time to time. U.S. Bank’s additional benefits may be changed from time to time. The details of such programs are outlined in brochures separately provided to Account holders.

3. Rebate. The State may earn a rebate for the products selected in Section 2 (Product Selection) above.

3.1. Conditions. To be eligible for and to retain a rebate, the State must: (i) satisfy all requirements in Table A;

(ii) complete the Rebate Period in which a rebate is earned; and (iii) not be subject to an uncured default at the time the rebate payment is due for such Rebate Period, except that upon cure of the default, U.S. Bank shall make the rebate payment for such rebate period. If the State’s final net rebate is a negative amount, the Public Entity shall reimburse U.S. Bank up to the amount of rebates U.S. Bank has previously paid to the Public Entity.

Table A Requirements

Purchase Accounts

File Turn Day Payment Performance ≤ 30

3.2. First Rebate Calculation. If the State satisfies all the applicable Table A requirements for the first Rebate

Period, U.S. Bank will calculate a rebate for the same Rebate Period as follows:

a. U.S. Bank will multiply the Net Standard Charge Volume by the applicable percentage on Table B (Performance Percentage) of Section 4.

b. U.S. Bank will multiply the Net Discount Charge Volume by the applicable percentage on Table B

c. U.S. Bank will annualize the Net Standard Charge Volume and Net Discount Charge Volume and add the resulting amounts together to find the applicable percentage on Table C (Net Standard Charge Volume Percentage) of Section 4 and multiply the actual Net Standard Charge Volume by the applicable percentage.

d. U.S. Bank will multiply the Discount Volume by the applicable percentage on Table D (Discount

Volume Percentage) of Section 4.

e. U.S. Bank will add the amounts arrived at in Sections 3.2.(a-d) to arrive at the State’s gross rebate for the Rebate Period.

f. U.S. Bank will apply Charge-off Adjustments and remedies, if any, to the gross rebate to arrive at the

State’s net rebate for the Rebate Period.

For the avoidance of doubt, Section 3.2 f., is only a component in the calculation of the rebate payable to The State for a particular Rebate Period. It does not constitute the payment, forgiveness or netting of any Charge-offs or any other amounts due to U.S. Bank against the rebate payments due to State.

3.3. All Subsequent Rebate Calculations. If the State satisfies all the applicable Table A requirements for the applicable Rebate Period, U.S. Bank will calculate a rebate for the same Rebate Period as follows:

a. U.S. Bank will multiply the Net Standard Charge Volume by the applicable percentage on Table B

b. U.S. Bank will multiply the Net Discount Charge Volume by the applicable percentage on Table B

(Performance Percentage) of Section 4.

c. U.S. Bank will add the Net Standard Charge Volume and Net Discount Charge Volume together to find the applicable percentage on Table C (Net Standard Charge Volume Percentage) of Section 4 and multiply the Net Standard Charge Volume by the applicable percentage.

d. U.S. Bank will multiply the Discount Volume by the applicable percentage on Table D (Discount Volume

Percentage) of Section 4.

e. U.S. Bank will add the amounts arrived at in Sections 3.3.(a-d) to arrive at the State’s gross rebate for the Rebate Period.

f. U.S. Bank will apply Charge-off Adjustments and remedies, if any, to the gross rebate to arrive at the

State’s net rebate for the Rebate Period

For the avoidance of doubt, Section 3.3, f. is only a component in the calculation of the rebate payable to the State for a particular Rebate Period. It does not constitute the payment, forgiveness or netting of any Charge-offs or any other amounts due to U.S. Bank against the rebate payments due to the State.

3.4 Payment. U.S. Bank will pay the State’s net rebate within 90 days after the completion of the applicable

Rebate Period. U.S. Bank will pay the State’s final net rebate within 90 days after the State satisfies all Obligations and provides written instruction to U.S. Bank to close all Accounts. U.S. Bank may retain and will not be required to pay the State rebate payments less than $100.00. U.S. Bank will not carry forward any rebate payment less than $100.00.

4. Rebate Tables.

OAKS ID NUMBER: 38601

Table B Performance Percentage

File Turn Days

Payment Performance

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

30 0.0000% 19 0.0550% 8 0.1100% 29 0.0050% 18 0.0600% 7 0.1150% 28 0.0100% 17 0.0650% 6 0.1200% 27 0.0150% 16 0.0700% 5 0.1250% 26 0.0200% 15 0.0750% 4 0.1300% 25 0.0250% 14 0.0800% 3 0.1350% 24 0.0300% 13 0.0850% 2 0.1400% 23 0.0350% 12 0.0900% 1 0.1450% 22 0.0400% 11 0.0950% 0 0.1500% 21 0.0450% 10 0.1000%

20 0.0500% 9 0.1050%

Table C Annual Net Standard Charge Volume Percentage

Net Standard Charge

Volume Percentage

$0.01 1.7500% $40,000,000.00 2.0500% $45,000,000.00 2.1500% $50,000,000.00 2.1550% $55,000,000.00 2.1600% $60,000,000.00 2.1650% $65,000,000.00 2.1700% $70,000,000.00 2.1750% $80,000,000.00 2.1800%

$100,000,000.00 2.1850% $120,000,000.00 2.1900% $140,000,000.00 2.1950% $160,000,000.00 2.2000% $180,000,000.00 2.2050% $200,000,000.00 2.2100% $220,000,000.00 2.2150% $240,000,000.00 2.2200% $260,000,000.00 2.2250% $280,000,000.00 2.2300% $300,000,000.00 2.2350%

Table D

Annual Net Discount Charge Volume Percentage

1.1500%

5. Extension Bonuses. The State and U.S. Bank acknowledge that the State and U.S. Bank, upon mutual agreement, may elect to extend the Agreement for up to three two-year extensions after the initial term. If both the State and U.S. Bank mutually agree to extend the agreement, U.S. Bank will pay the State an “Extension Bonus” of $100,000.00. U.S. Bank will pay up to three Extension Bonus payments to the State for each separate extension mutually agreed upon by the parties. In no event will Extension Bonus payments from U.S. Bank to the State exceed $300,000.00 in the aggregate.

6. Annual Conference. U.S. Bank agrees to provide the State of Ohio with an annual one-day Payment Card meeting/conference that communicates updates specific to US Bank’s offerings, hosts demonstrations from vendors that US Bank works with who provide program enhancement services and provides content from professionals in the industry covering industry trends and progress and topics like fraud mitigation. This is at no additional charge to the State of Ohio.

7. Previous Rebate Payment. Pursuant to the previous agreement between the State and U.S. Bank, U.S. Bank will pay the

State a rebate based on the calculations and values set forth in the previous agreement for the period of June 1, 2020 through August 31, 2020. For purposes of this calculation, U.S. Bank will annualize the State’s volume to find the rate at which the rebate will be paid and pay the State based on the actual volume. U.S. Bank will make the payment set forth in this Section 7 within 90 days of the Effective Date of this Contract.

8. Rebate Payment Registration. The State shall register for ACH payments in the manner prescribed by U.S. Bank. U.S.

Bank will not make any rebate payments until the State has registered for ACH. The State designates the following person to register the State for ACH:

Rebate Payment Registration

a) Authorized Person’s Name: * Valentine Nnachetam

b) Authorized Person’s Email Address: obm.pcard@obm.ohio.gov

9. Interchange Rate. If existing interchange rates or programs are modified, or if new interchange rates or programs are developed, U.S. Bank may request a modification of the rebate calculations or values set forth in Sections 3 and 4 and the parties will negotiate in good faith to amend the agreement to modify such rebate calculations or values.

10. Fees. U.S. Bank may charge the State the fees set forth below. To the extent not addressed below, U.S. Bank may also charge the State for any fees imposed on U.S. Bank by the applicable Card Networks related to the State’s specific transactions and actions. Failure of U.S. Bank to apply any fee set forth in this Addendum at any time does not preclude U.S. Bank from ever applying such fee.

FEES

Description Fee Annual Account Fee $0.00

Delinquency Fee

Purchasing Accounts Not paid by due date on the entire past due balance Not paid by each subsequent Billing Cycle on the entire past due balance

0% 2.5% (minimum $2.00)

Expedited Card Delivery Fee $0.00, per delivery

Foreign Transaction Fee 1.0%

Logo Setup Fee $0.00

Non-Sufficient Funds Fee $15.00, per occurrence

Statements Paper Statement fee Statement copy fee Draft copy fee

$0.00, annually, per Account

$0.00, per copy $0.00, per copy

11. Credit Provisions.

11.1. Credit Controls. U.S. Bank, at its sole discretion and without prior notice, may revise any credit limits or controls associated with the Program. U.S. Bank will endeavor to provide notice to the State of any decrease in a credit limit. The State shall make a payment to U.S. Bank, within ten days of such notice, sufficient to reduce the Obligations to an amount equal to or less than the revised credit limit.

12. Products.

12.1. Billing and Payment. The State shall communicate all disputes regarding Charges or billings for the Program within 60 days of the Statement date to U.S. Bank in accordance with the Card Network operating rules and regulations, identifying the specific items and the basis for such dispute. If the amount owing under an Account (other than amounts subject to a bone fide dispute) has not been paid in full when due, the Account is delinquent. U.S. Bank may suspend any Account that is delinquent. If an Account is used for Charges in a currency other than the billing currency, the amount shown on the Statement for that Charge will be shown as a single amount that is the aggregate of (i) the amount of the Charge converted, in each case at the applicable exchange rate to the billing currency from the currency in which the Charge was made and (ii) the “Foreign Transaction Fee” on such amount as set forth in Fee Schedule included in this Addendum. Due to fluctuations in foreign exchange rates, a credit may not be in the same amount as the original Charge.

*Indicates a revision to OBM’s authorized person to register the State for ACH mailto:obm.pcard@obm.ohio.gov

Eff. Date: 07/01/23

12.2. Account Issuance; Liability.

a. Account Issuance. The State shall only be permitted to request the issuance of Accounts in the name of the following parties: (i) in the State’s or Agency’s own name, (ii) in the name of any State or Agency employee,

(iii) in the name of any individual that is acting directly or indirectly as an independent contractor of the State or Agency and (iv) in the name of any other individual provided on a temporary basis and so long as such individual has a bona fide connection to the State or Agency (i.e. a temporary card issued to an employee candidate). U.S. Bank may refuse to issue an Account to any party that cannot satisfy U.S. Bank’s regulatory requirements.

b. Mandatory Notification. The State shall immediately notify U.S. Bank, in writing, of any (i) termination of employment or contractor status of any Account holder or removal of a Participant from the Program and (ii) any actual or suspected lost, stolen, or compromised Account. The State shall take all necessary action through the available on-line tools under the Program to terminate the Accounts of any party that would not qualify for the issuance of an Account as set forth in Section 12.2, a. The State is liable for Obligations on Accounts, without regard to the type of liability, if it fails to timely take the actions set forth in the prior sentence.

c. Trailing Transactions. Upon cancellation of an Account, or termination of the Agreement, the State shall cancel the billing of all reoccurring transactions to an Account. U.S. Bank is not liable for any reoccurring transactions the State has failed to cancel.

d. Merchant Category Codes. U.S. Bank is not liable for Charges declined or approved, as a result of inaccurate merchant category codes used by a merchant.

*The following language is added regarding the Prohibition of the Expenditure of Public Funds for Offshore Services:

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.

* Indicates addition of updated language regarding the Prohibition of the Expenditure of Public Funds for Offshore Services, per Amendment 1, effective 07/01/23.

https://procure.ohio.gov/pdf/EO2022-02D/04-Affirmation%20and%20Disclosure%20Form_3-4-22.pdf

CONTRACTOR INDEX

CONTRACTOR AND TERMS: BID CONTRACT NO.: CSP900421

101061 TERMS: Net 30 Days *U.S. Bank National Association Corporate Payment Systems Mail Code EP-MN-L29C 200 South Sixth Street Minneapolis, MN 55402

Remit To:

Corporate Payment Systems Mail Code EP-MN-L29C 200 South Sixth Street Minneapolis, MN 55402, U.S.A.

Attn: CPS Contract Manager Email: contractnotices@usbank.com

Payment Address:

Corporate Payment Systems Card Member Service P.O. Box 790428 St. Louis, MO 63179-0428

CONTRACTOR’S CONTACT:

*Stephanie E. Deines *TELEPHONE: 423-889-2437 U.S. Bank Corporate Payment Systems *E-MAIL: stephanie.deines@usbank.com 901 Marquette Avenue South, Suite 1800 Minneapolis, MN 55402

*Indicates update to Contractor contact information mailto:stephanie.deines@usbank.com

SUMMARY OF AMENDMENTS

Amendment

Number Effective

Date Description

*2 07/01/25

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 07/01/25 through 06/30/27. Additionally, this amendment is issued to revise OBM’s authorized person to register the State for ACH, update the Contractor’s contact information and to update the Summary of Amendments. All other prices, terms and conditions remain unchanged.

1 07/01/23

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 07/01/23 through 06/30/25. Additionally, this amendment is issued to include updated language regarding the Prohibition of the Expenditure of Public Funds for Offshore Services and to add the Summary of Amendments. All other prices, terms and conditions remain unchanged.

* Indicates update to Summary of Amendments, per Amendment 2, effective 07/01/25.