06_-_Attachment_H_-_Master_Lease_Agreement.pdf

ATTACHMENT H

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STATE OF OKLAHOMA

MASTER LEASE AGREEMENT

This State of Oklahoma Master Lease Agreement (“Lease Agreement” or “MLA”) is a contract document in connection with the contract awarded by the State of Oklahoma by and through the Office of Management and Enterprise Services. This Attachment supplements the State of Oklahoma General Terms and applies only to acquisitions involving commercial dishwasher machines and related mechanical components. Except as expressly modified herein, the State of Oklahoma General Terms remain in full force and effect.

This Lease Agreement establishes the terms under which a Lessee may lease Equipment. No lease is created until a Lease Schedule and any required purchase order or other authorized encumbrance document have been fully executed. In addition to other terms contained in an applicable contract document, supplier and state agree to the following terms:

1 Scope and Contract Renewal Under this MLA, the Lessor leases to eligible Oklahoma Lessees the dishwasher equipment described in each Lease Schedule (“Schedule”), and each Lessee leases such dishwasher equipment (“Equipment’’) from Lessor under the terms of this MLA and the applicable Schedule.

“Equipment” refers strictly to commercial dishwasher machines and related mechanical components, including required accessories identified in a Schedule (e.g., booster heaters, integrated dispensing devices, racks, and manufacturer provided accessories). Software related rights, data handling obligations, or IT connected functions are not included within this MLA.

Each Lease Schedule is intended to supplement this Master Lease Agreement. To the extent a Lease Schedule conflicts with this Master Lease Agreement or any other Contract Document, the Statewide Contract and incorporated Contract Documents shall govern unless the conflicting Schedule provision provides more favorable terms to the Lessee and does not diminish or waive any rights or protections afforded to the State under the Contract or applicable law.

All maintenance, warranty, delivery, installation, service response times, and performance standards established under the Statewide Contract shall apply to leased Equipment unless a Lease Schedule provides more favorable terms to the Lessee.

2 Administration of MLA

2.1 Lessee submits its dishwasher leasing request to the Supplier/Lessor. Supplier must apply the lower of:

A. Contract pricing listed in Exhibit 4, titled “Pricing” or B. Any lower mutually agreed price, not exceeding Exhibit 4 maximums

2.2 Lessor prepares lease proposals and negotiates Schedule terms directly with the requesting Lessee.

2.3 All dishwasher lease transactions shall be included in the calculation of the contract management fee and reporting as required under the Contract.

3 Administration of Schedule

3.1 Each Lease Schedule shall at a minimum identify:

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A. Description of Equipment B. Manufacturer C. Model number D. Serial number (if known) E. Delivery location F. Installation date G. Lease term H. Monthly payment I. Purchase option with buyout amount J. Supplier Contact K. Lessor’s maintenance responsibility

4 Rent Payments Rent obligations are subject to the General Terms, applicable warranties, acceptance rights, non-appropriation rights, and any remedies available under the Contract.

5 Inspection and Acceptance Within ten (10) business days after delivery after determining that the Equipment has been delivered, installed, and is operating in accordance with the Contract, or shall notify the Lessor of any deficiencies., Lessee must deliver an Acceptance Certificate. Lessor may inspect the Equipment with reasonable notice and subject to facility security rules. Rent obligations begin only after the Equipment has been accepted by the Lessee. Execution of an Acceptance Certificate acknowledges only that the Equipment has been delivered, installed, and is operational. Acceptance does not waive warranty rights, latent defect claims, or any rights available under the Contract or Oklahoma law.

6 Installation, Use, Repair, and Maintenance of Equipment

6.1 Installation & Delivery

Lessor ensures delivery of Equipment Free on Board “FOB” to Lessee, including standard installation assistance appropriate for commercial dishwasher systems. Lessor shall be responsible for coordinating delivery, installation, initial testing, and operational verification with the Lessee. Equipment shall not be considered ready for acceptance until installation has been completed and the Equipment successfully performs in accordance with the Contract and applicable manufacturer specifications.

6.2 Equipment Substitution

Lessor shall not substitute Equipment identified in a Lease Schedule without the Lessee's prior written approval. Any approved substitute Equipment shall be of equal or greater functionality, capacity, and quality and shall not increase the Lease Schedule pricing

7 Purchase & Renewal Options; Location & Surrender

7.1 Purchase/Renewal Options

Lessor must notify Lessee 90-180 days before the initial Schedule Term expires. Lessee may:

A. Return the Equipment upon expiration of the initial Schedule Term B. Renew the Schedule at mutually agreed terms C. Purchase the Equipment by the Lessor’s acceptance of a purchase order from Lessee upon the last business day on or prior to the expiration of the Schedule Term at the lesser of:

D. The Schedule’s stated purchase price, or E. Fair Market Value (FMV). Fair Market Value means the price that a willing buyer would pay a willing seller in an arm's-length transaction for Equipment of similar age, condition, and remaining useful life, excluding any value attributable to the existence of this

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Lease. Lessor shall provide written notice of the FMV price (if less than the Schedule’s stated price) not less than ninety (90) days before expiration of the Lease Schedule

7.2 Surrender of Equipment

Upon expiration or termination:

A. Lessor disconnects, de-installs, arranges retrieval and covers transport unless otherwise stated in Contract B. Lessor shall remove Equipment during normal business hours at a mutually agreed time and shall restore any area damaged during removal to substantially its prior condition, reasonable wear and tear excepted.

C. Agency remains responsible only for actual documented damages resulting from failure to return equipment, subject to Oklahoma law.

8 Statutory Compliance Lessor shall cooperate with the Lessee in satisfying all applicable contract administration, subcontractor reporting, performance assessment, and public transparency requirements established under the Oklahoma Central Purchasing Act including providing information reasonably requested by the Lessee or OMES to satisfy statutory reporting requirements

9 Equipment Warranties

9.1 Lessor represents and warrants that it has the legal right to lease the Equipment and that the

Equipment is free and clear of all liens, claims, and encumbrances other than those disclosed to and accepted by the Lessee.

9.2 Lessor shall provide the Lessee with the full benefit of all applicable manufacturer warranties for the Equipment throughout the applicable warranty period. Lessor shall remain responsible for coordinating warranty performance regardless of whether warranty work is performed by the manufacturer or an authorized service provider.

9.3 Lessor shall reasonably assist the Lessee in administering warranty claims, coordinating repairs or replacement, and facilitating communications with the manufacturer or authorized service provider. The Lessor shall remain responsible for ensuring that warranty obligations required under the Contract are fulfilled.

9.4 Lessor warrants that the Equipment delivered under each Lease Schedule shall be new, unless otherwise approved in writing by the Lessee, and shall conform to the specifications, performance requirements, and quality standards established in the Contract and the applicable Lease Schedule.

9.5 If the Equipment fails to operate in accordance with the Contract, Lease Schedule, or applicable manufacturer specifications during the warranty period, Lessor shall ensure that the Equipment is repaired or replaced within the response times required under the Contract. If the Equipment cannot be restored to acceptable operating condition within those timeframes, Lessor shall provide comparable replacement Equipment at no additional cost to the Lessee until the Equipment is repaired or permanently replaced.

9.6 Nothing in this section limits any rights or remedies available to the Lessee under the Contract, manufacturer warranties, or applicable Oklahoma law.

10 Lessor Representations and Warranties

10.1 Authority. Lessor is duly organized, validly existing, and authorized to conduct business in the

State of Oklahoma. Lessor has full power and authority to enter into this Master Lease Agreement and any Lease Schedule executed pursuant to this Agreement. The individual

OMES Central Purchasing | June 2026 Attachment H | Page 4 of 4 executing this Agreement or any Lease Schedule on behalf of the Lessor is duly authorized to bind the Lessor.

10.2 Valid Agreement. This Master Lease Agreement and each Lease Schedule constitute valid, legal, and binding obligations of the Lessor and are enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, and other laws affecting creditors' rights generally.

10.3 Right to Lease Equipment. Lessor has the legal right to lease the Equipment identified in each Lease Schedule and shall deliver the Equipment free and clear of all liens, claims, encumbrances, or security interests, except those disclosed in writing to and accepted by the Lessee.

10.4 Equipment Condition. Unless otherwise expressly approved in writing by the Lessee, all Equipment furnished under a Lease Schedule shall be new, unused, and free from material defects in workmanship and materials at the time of delivery.

10.5 Compliance with Specifications. Equipment shall conform to the specifications, performance requirements, and quality standards established in the Statewide Contract, this Master Lease Agreement, and the applicable Lease Schedule.

10.6 Compliance with Laws. Equipment shall comply with all applicable federal, state, and local laws, regulations, codes, and industry standards applicable to commercial washing equipment, including applicable health, sanitation, electrical, and safety requirements. Equipment shall comply with all applicable manufacturer installation requirements.

10.7 Maintenance and Warranty Support. Lessor shall ensure that all warranty, maintenance, repair, replacement, and support obligations required under the Contract, this Master Lease Agreement, and the applicable Lease Schedule are fulfilled throughout the lease term. Lessor remains responsible for coordinating warranty performance regardless of whether warranty services are performed by the manufacturer or an authorized service provider.

10.8 Replacement Equipment. If Equipment cannot be repaired or restored to acceptable operating condition within the applicable response times established by the Contract or applicable warranty, Lessor shall provide comparable replacement Equipment at no additional cost to the Lessee until repairs are completed or the Equipment is permanently replaced.

10.9 Continuing Representations. The representations and warranties contained in this Section are material representations upon which the State and each Lessee rely in entering into this Master Lease Agreement and each Lease Schedule and shall remain true throughout the term of the applicable Lease Schedule.