CSP010767_Contract_REV.pdf

Index No.: GPC009 Eff. Date: 05/01/25

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: PHARMACEUTICAL PRIME WHOLESALER SERVICES

CONTRACT No.: CSP010767 EFFECTIVE DATES: 11/01/22 to 10/31/23 *Renewal Through 07/31/25

The State of Ohio Department of Administrative Services (DAS) has agreed to participate in a consortium contract. MMCAP Infuse is the lead entity for the Pharmaceutical Prime Wholesaler Services and their Master Price Agreement number is MMS1900114 “Price Agreement”. This contract is administered by MMCAP Infuse. The state of Ohio has accepted prices as a result of Bid Number 27147, which opened on 11/13/18. MMCAP Infuse completed the evaluation of the proposal response(s).

The respective Proposal, including the incorporated contract terms and conditions, any bid addenda, specifications, pricing schedules and any attachments incorporated by reference and accepted by DAS, and the State of Ohio, become a part of this Mandatory Use Contract.

The Mandatory 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.

CONTRACT RENEWAL. Renewals will be by mutual agreement between the Contractor and the Contracting Agency in accordance any renewals available in the Master Agreement. The cumulative time of all mutual renewals may not exceed the renewals included in the Master Agreement.

This Requirements Contract is available to Ohio Department of Mental Health and Addiction Services, Office of Support Services and Ohio Department of Veterans Services, as applicable.

Agencies are eligible to make purchases of the listed supplies and/or services in any amount and at any time as determined by the agency. The State makes no representation or guarantee that agencies will purchase any volume of supplies and/or services.

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

https://ohiobuys.ohio.gov/page.aspx/en/ctr/contract_browse_public

*Indicates a mutual renewal through 07/31/25, per amendment 3.

https://ohiobuys.ohio.gov/page.aspx/en/ctr/contract_browse_public

Eff. Date: 11/01/23

TABLE OF CONTENTS

CONTRACT ITEMS PAGE NO.

Member-Requested Participation Addendum (MPA) 3

MPA Signature Page 4

MPA Exhibit A 5

MPA Exhibit B 6

Contractor Index 9

* Summary of Amendments 10

*Indicates the addition of the Summary of Amendments page to the table of contents.

Eff. Date: 11/01/22

Member-Requested Participation Addendum (MPA)

This Addendum (“MPA”) is entered into by State of Ohio (“Member”) and AmerisourceBergen Drug Corporation, a corporation with a principal address of 1 West First Avenue, Conshohocken, Pennsylvania 19428 (“Vendor”) and MMCAP Infuse, an agency of the State of Minnesota (“MMCAP Infuse”), regarding MMS1900114 (“Agreement”).

WHEREAS, Member and Vendor wish to amend the terms and conditions of the Agreement to address the matters of Member.

WHEREAS, MMCAP Infuse has sole approval authority to any changes to the Agreement, thus is a signatory to this

MPA.

WHEREAS, Member, MMCAP Infuse, and Vendor do not intend to alter, amend, interfere, modify, or adjust the contractual relationship of MMCAP Infuse and Vendor.

THEREFORE, the parties agree as follows:

I. DEFINITIONS

A. Membership: Means the joint power cooperative comprised of the MMCAP Infuse authorized states, departments, facilities, and other municipalities.

B. Facilities: Means the authorized departments, facilities, and other municipalities approved by Member and MMCAP Infuse to access and use this MPA.

C. Contracting Agency: The agency with which the Vendor enters into the MPA and that has the authority to enforce the Terms and Conditions of this MPA. The Contracting Agency may also be the Ordering Agency.

D. Deliverable: Any Vendor-provided products, supplies, services or work product described in the specifications of the MPA.

E. Ordering Agency: The entity, including Members agencies and State of Ohio Cooperative Purchasing members authorized under Section 125.04 of the Ohio Revised Code, that purchases and accepts the products, supplies, services or other Deliverables under this MPA and that is responsible for payment. The Ordering Agency may also be the Contracting Agency.

II. EFFECTIVE DATE AND TERM

A. Effective Date: This MPA is effective on the date all signatures have been obtained.

B. Termination: This MPA terminates upon:

1. Ninety (90) calendar days’ written notice to the other parties; or

2. The termination of the Agreement between MMCAP Infuse and the Vendor; or

3. Written agreement executed by all parties.

III. SCOPE

A. Exhibit A: Which is attached and incorporated herein, identifies the Agreement and all other previous agreements and amendments to be incorporated into the contractual relationship between Member and Vendor.

B. Exhibit B: Which is attached and incorporated herein identifies the language to be incorporated into the contractual relationships between Member and Vendor, as referenced on Exhibit A. In the event of any conflict between the terms of the Agreement and Exhibit B of this MPA, the terms of Exhibit B will supersede as between Member and Vendor. MMCAP Infuse, the State of Minnesota, nor any other party of the Membership (except for the Facilities) are bound by the terms of Exhibit B.

IV. GENERAL PROVISIONS

A. Assignment: Except as affirmed in this MPA, the Member nor Vendor will assign, delegate, or transfer any rights or obligations under this MPA without the prior written consent of MMCAP Infuse.

B. Counterparts and Electronic Signature: The MPA cannot be executed in counterparts and will not be enforceable until MMCAP Infuse has obtained all required signatures. If requested by MMCAP, Member and Vendor expressly agree to conduct transactions under the MPA by electronic means (including, without limitation, with respect to execution, delivery, storage and transfer of this MPA by electronic means and to the enforceability of this electronic agreement). MMCAP Infuse will be deemed to have control of the authoritative copy for the electronic transferable record, in each case regardless of whether applicable law recognizes electronic transferable records or control of electronic transferable records and regardless of whether this MPA is an electronic record or transferable record. Member and Vendor will cooperate with and take all actions required by MMCAP Infuse in order for this MPA to be a transferable record, to ensure that MMCAP Infuse has control of the authoritative copy of such transferable record.

C. Amendments: Any amendment or modification to this MPA must be in writing and will not be effective until executed by Vendor, the Member, and MMCAP Infuse.

D. Jurisdiction and Venue: This MPA, except for the contents of Exhibit B, will be governed by the laws of Minnesota. Venue for all legal proceedings involving MMCAP Infuse arising out of this MPA, or breach thereof, will be in the state or federal court with competent jurisdiction in Ramsey County, Minnesota. All disputes between Member and Vendor will be governed as agreed upon in the Agreement.

IN WITNESS WHEREOF, the undersigned parties have caused this MPA to be signed on their behalf intending to be bound thereby.

BY AND BETWEEN:

FOR THE MEMBER:

STATE OF OHIO

Signature: _______________________

Printed: _______________________

Title: _______________________

Date: _______________________

VENDOR: AMERISOURCEBERGEN DRUG CORPORATION

Signature: _______________________

Printed: _______________________

Title: _______________________

Date: _______________________

IN AN APPROVAL CAPACITY ONLY:

State of Minnesota for MMCAP Infuse In accordance with Minn. Stat. § 16C.03, subd. 3

Signature: __________________________

Printed: __________________________ Date: _______________

Minnesota Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2

Signature: __________________________

Printed: __________________________ Date: _______________

EXHIBIT A

Agreement and other Applicable Legal Documents

The following is a list of the legal documents to be referenced and to be incorporated with the terms and conditions of Exhibit B.

1. Agreement MMS1900114

EXHIBIT B

Language Modification of the Agreement

The following terms and conditions are entered into between Vendor and the Member and incorporate the documents identified on Exhibit A. Neither MMCAP Infuse, the State of Minnesota, nor the Membership, except for the Member (and applicable Facilities), are bound by the terms within this Exhibit.

Additional Terms:

1. APPROPRIATION OF FUNDS. The State’s funds are contingent upon the availability of lawful appropriations by the Ohio General Assembly. If the General Assembly fails at any time to continue funding for the payments or any other obligations due by the State of Ohio under this MPA, the State will be released from its obligations on the date funding expires. If appropriations are approved, the State may continue this MPA past the current biennium by issuing written notice of continuation to the Vendor. Any obligations of the Member are subject to Section 126.07 of the Ohio Revised Code. However, Vendor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed, prior to date funding expires, to the extent that funds are available. State must provide the Vendor notice of lack of funding within a reasonable time of the Member learning of this.

2. CAMPAIGN CONTRIBUTIONS. Unless this MPA was solicited by competitive bid pursuant to Section 125.07 of the Ohio Revised Code, Vendor hereby certifies that all applicable parties are in full compliance with Section 3517.13 of the Ohio Revised Code.

3. CONFLICT OF INTEREST/ETHICS. Vendor represents, warrants and certifies that it and its employees engaged in the administration or performance of this MPA are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and Sections 2921.42 and 2921.43 of the Ohio Revised Code.

Vendor further represents, warrants, and certifies that neither Vendor nor any of its employees will do any act that is inconsistent with such laws.

4. VENDOR’S WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY. The Vendor warrants that the Vendor is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code. If the warranty is false on the Effective Date of this MPA, the MPA is void ab initio and the Vendor shall immediately repay any funds paid under this MPA.

5. EQUAL EMPLOYMENT OPPORTUNITY. The Vendor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Section 153.59 of the Ohio Revised Code and all related Executive Orders.

Member will require the Vendor to submit an Affirmative Action Plan.

6. REGISTRATION WITH THE SECRETARY OF STATE. Vendor certifies that it is either:

A. A company that is properly registered with the Ohio Secretary of State; or B. A foreign corporation, not incorporated under the laws of the State of Ohio, but is registered with the Ohio

Secretary of State pursuant to Sections 1703.01 to 1703.31 of the Ohio Revised Code, as applicable; or C. Exempt from registration requirements of the Ohio Secretary of State.

7. GOVERNING LAW. This MPA shall be governed by the laws of the State of Ohio, and the venue for any disputes will be exclusively with the appropriate court in Franklin County, Ohio.

8. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. It is fully understood and agreed that Vendor is an independent contractor and is not an agent, servant, or employee of the State of Ohio. Vendor declares that it is engaged as an independent business and has complied with all applicable federal, state, and local laws regarding business permits and licenses of any kind, including but not limited to any insurance coverage, workers’ compensation, or unemployment compensation that is required in the normal course of business and will assume all responsibility for any federal, state, municipal or other tax liabilities. Additionally, Vendor understands that as an independent contractor, it is not a public employee and is not entitled to contributions from the State of Ohio to any public employee retirement system.

Vendor acknowledges and agrees any individual providing personal services under this MPA is not a public employee for purposes of Chapter 145 of the Ohio Revised Code. Unless Vendor is a “business entity” as that term is defined in

Section 145.037 of the Ohio Revised Code (“an entity with five or more employees that is a corporation, association, firm, limited liability company, partnership, sole proprietorship, or other entity engaged in business”) Vendor shall have any individual performing services under the MPA complete and submit to the Ordering Agency the Independent Contractor/Worker Acknowledgement form.

9. TAXES. Pursuant to Section 5739.02 of the Ohio Revised Code, the Member is exempt from sales tax.

10. TRADE. Pursuant to Section 9.76(B) of the Ohio Revised Code, Vendor warrants that Vendor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the MPA period. The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the United States. The Vendor certifies that it, its subcontractors, and any agent of the Vendor or its subcontractors, acquire any supplies or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those sanctions by country can be found at https://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx. These sanctions generally preclude acquiring any supplies or services that originate from sources within, or that were located in or transported from or through Cuba, Iran, Libya, North Korea, Syria, or the Crimea region of Ukraine.

11. ORDER AND PAYMENT PROVISIONS

A. CERTIFICATION OF FUNDS/PURCHASE ORDER REQUIREMENTS. None of the duties or obligations in this MPA are binding on the Member, and the Vendor will not begin performance on this MPA, until all of the following conditions are met:

i. All statutory provisions under the Ohio Revised Code have been met.

ii. All necessary funds are made available by the appropriate Ordering Agency.

iii. If required, the Controlling Board of Ohio has approved the purchase in accordance with Section

127.16 of the Ohio Revised Code.

iv. If applicable, an official State of Ohio Purchase Order (P.O.) has been issued from the appropriate

Ordering Agency, which is certification that the above requirements have been met.

B. PAYMENT DUE DATE AND PROCESS. Unless otherwise stated in this MPA and in accordance with

Section 126.30 of the Ohio Revised Code payments under this MPA will be due on the 30th calendar day after the date of actual receipt of a proper invoice in the office designated to receive the invoice. The date payment is issued by the Member will be considered the date payment is made. Payment of an invoice by the Member will not prejudice the Member’s right to object to or question that or any other invoice or matter in relation thereto. The State’s preferred method of payment is by electronic funds transfer. However, the Ordering Agency may also make payment by warrant issued by the Auditor of Ohio. At the time of MPA award, Vendor must be able to accept all forms of payment from the Member and Ordering Agency.

12. LIABILITY PROVISIONS

A. GENERAL REPRESENTATIONS AND WARRANTIES. The Vendor warrants that:

i. The recommendations, guidance, and performance of the Vendor under this MPA will be in accordance with the industry’s professional standards, the requirements of this MPA and without any material defect.

ii. No Deliverable will infringe on the intellectual property rights of any third party.

iii. All warranties are in accordance with the Vendor’s standard business practices.

iv. The Deliverables are merchantable and fit for the particular purpose described in this MPA and will perform substantially in accordance with its user manuals, technical materials, and related writings.

v. The Deliverables comply with all governmental, environmental and safety standards.

vi. The Vendor has the right to enter into this MPA.

vii. The Vendor has not entered into any other contracts or employment relationships that restrict the

Vendor’s ability to perform under this MPA.

viii. The Vendor will observe and abide by all applicable laws and regulations, including those of the

Member regarding conduct on any premises under the Member’s control.

ix. The Vendor has good and marketable title to any Deliverable delivered under this MPA for which title passes to the Member.

x. The Vendor has the right and ability to grant the license granted in any Deliverable for which title does not pass to the MPA.

https://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx

Eff. Date: 11/01/24

The Vendor must notify the Member in writing immediately upon the discovery of any breach of the warranties given above, or if any work of the Vendor or any Deliverable fails to comply with these warranties, and the Vendor is so notified in writing, the Vendor will correct such failure in a commercially reasonable time or as specified in the MPA. If the Vendor fails to comply, the Vendor will refund the amount paid for the Deliverable. The Vendor will also indemnify the Member for any direct damages and claims by third parties based on breach of these warranties.

13. PUBLIC RECORDS AND RETENTION OF DOCUMENTS AND INFORMATION. The Vendor acknowledges, in accordance with Section 149.43 of the Ohio Revised Code, that this MPA, as well as any information, Deliverables, records, reports, and financial records related to this MPA are presumptively deemed public records. The Vendor understands that these records will be made freely available to the public unless the Member determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. The Vendor must comply with any direction from the Member or an Ordering Agency to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

14. OHIOBUYS. This MPA may become part of OhioBuys, an electronic procurement system which provides electronic contract and catalog hosting and management services. Ordering Agencies access this system to place orders for the procurement of goods and services using State of Ohio contracts. When this MPA becomes part of OhioBuys, the Vendor agrees to establish, maintain and support its contract and catalog in OhioBuys.

15. SECURITY & SAFETY RULES. When using or possessing Member data or accessing Member networks and systems, the Vendor, its employees, subcontractors and agents must comply with all applicable Member rules, policies, and regulations regarding Member-provided IT resources, data security and integrity. When on any property owned or controlled by the Member, the Vendor must comply with all security and safety rules, regulations, and policies applicable to people on those premises.

The Member may require the Vendor, its employees, subcontractors and agents to sign a confidentiality agreement and policy acknowledgements and have a background check performed before accessing facilities, data, or systems.

Each Ordering Agency may require a different confidentiality agreement or acknowledgement, and the Vendor, its employees, subcontractors and agents may be required to sign a different confidentiality agreement or acknowledgement for each Ordering Agency.

16. DATA SHARING. Pursuant to Sec. 16.1 of the Vendor Contract, Member hereby requests, and Vendor hereby agrees that Member's purchase data shall be kept confidential, and such data will not be provided to Vendor's third-party aggregators.

17. *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 the addition of mutually agreed upon language regarding prohibition of the expenditure of public fund for offshore services to the MPA, effective with all orders on or after 11/01/24, per amendment 2.

https://urldefense.com/v3/__https:/procure.ohio.gov/pdf/EO2022-02D/04-Affirmation*20and*20Disclosure*20Form_3-4-22.pdf__;JSUl!!I5RyydYb1W3tjTUU!0_omQLpBp2oWZ6svHipzr50sRMbRIBs32XMm0F2cSzaaVJ9Dy5DrFACownfrfcLaZy59CMLdxEfstVjX8DSEdaKWDm7lINcyzSEO$

CONTRACTOR INDEX:

0000009831 DELIVERY: As listed in the MMCAP Infuse Contract Amerisourcebergen Drug Corporation 1 West First Avenue Conshohocken, PA 19428 TERMS: As listed in the MMCAP Infuse Contract

REMITTANCE ADDRESS:

Amerisourcebergen Drug Corporation 27550 Network Place Chicago, IL 60673-1275

CONTRACTOR'S CONTACT: Jennifer Bennett *Email: Jennifer.Bennett@cencora.com Phone: (270) 331-5260

*Indicates an update to the Contractor’s contact information, per amendment 3.

SUMMARY OF AMENDMENTS

Amendment

Number Effective

Date Description

3 05/01/25

This amendment is issued to notify that as the result of mutual agreement between the State of Ohio and the Contractor, this contract is renewed for an additional 3 months, effective 05/01/25 through 07/31/25.

Additionally, this amendment is issued to update the Contractor’s contact information.

All other prices, terms and conditions remain unchanged.

2 11/01/24

This amendment is issued to notify that as the result of mutual agreement between the State of Ohio and the Contractor, this contract is renewed for an additional 6 months, effective 11/01/24 through 04/30/25.

Additionally, this amendment is issued to include mutually agreed upon language regarding prohibition of the expenditure of public fund for offshore services to the MPA, effective with all orders on or after 11/01/24.

1 11/01/23

This amendment is issued to notify that as the result of mutual agreement between the State of Ohio and the Contractor, this contract is renewed for an additional 12 months, effective 11/01/23 through 10/31/24.

Additionally, this amendment is to add the Summary of Amendments page to the contract.