GPC044_CSP018374_Contract_Rev.pdf

*Index No.: GPC044 Eff. Date: 05/02/25

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: MEDICAL AND SURGICAL SUPPLIES

CONTRACT No.: CSP018374 EFFECTIVE DATES: 12/01/23 to 05/01/25 *Renewal through: 12/31/26

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 Medical Products Program and their Master Price Agreement number is MMS2200734 “Price Agreement”. This contract is administered by MMCAP Infuse. The state of Ohio has accepted prices as a result of Bid Number 31632, which opened on July 11, 2022. 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 20 month renewal, updates to Index Number, and removal of the Ohio Department of Health, per Amendment 1.

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

*Index No.: GPC044

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 updates to Index Number, and updates Table of Contents, per Amendment 1.

*Index No. GPC044

Member-Requested Participation Addendum (MPA)

This Addendum ("MPA") is entered into by State of Ohio ("Member") and Henry Schein, Inc., a corporation with an address of 135 Duryea Rd, Melville, NY 11747 ("Vendor") and MMCAP Infuse, an agency of the State of Minnesota ("MMCAP Infuse"), regarding MMS2200734 ("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, Members, and other Government Units.

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 November 1, 2023, or the date all signatures have been obtained, whichever is later.

B. Termination This MPA terminates upon:

1. Thirty (30) 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.

Ill. 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 Bwill 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.

*Indicates updates to Index Number per Amendment 1.

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:

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 MMS2200734

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 Member'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 Member will notify Vendor and be released from its obligations on the date funding expires other than for orders placed prior to such notice. If appropriations are approved, the Member 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.

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 125.111 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 between Vendor and Member 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 state sales tax.

10. TRADE. Pursuant to Section 9.76(8) 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 3oth 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 State of Ohio payment card or 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 Products marketed and sold under the Henry Schein brand ("Private Label Product") will infringe on the intellectual property rights of any third party.

iii. All warranties are in accordance with the following paragraphs.

1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN WITH RESPECT TO

PRIVATE LABEL PRODUCTS, VENDOR MAKES NO REPRESENTATION OR

WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY

OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE.

MEMBER SHALL LOOK TO THE MANUFACTURER OF PRODUCTS AND THE

PROVIDER OF SERVICES (IF OTHER THAN VENDOR) FOR ANY WARRANTY

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

Index No. GPC044

THEREON. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF VENDOR HAS ANY

AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY

CONCERNING PRODUCTS NOT SET FORTH IN THIS CONTRACT VENDOR AGREES

TO USE COMMERCIALLY REASONABLE EFFORTS TO PASS ON, ON A NON

EXCLUSIVE BASIS, FROM ANY MANUFACTURERS OR SUPPLIERS OF PRODUCTS,

THE PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OR SUPPLIER

TO THE EXTENT SUCH WARRANTIES ARE TRANSFERABLE. MEMBER

ACKNOWLEDGES THAT AT ALL TIMES VENDOR SHALL BE ABLE TO RELY FOR ITS

OWN BENEFIT ON SUCH WARRANTIES AND VENDOR SHALL NOT BE OBLIGATED

TO PASS ON SUCH WARRANTIES IF SUCH ACTION SHALL RESULT IN VENDOR

BEING UNABLE TO RELY ON THE WARRANTIES FOR ITS OWN BENEFIT

2. VENDOR REPRESENTS AND WARRANTS TO MEMBER THAT PRIVATE LABEL

PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP

FOR A PERIOD OF NINETY (90) CALENDAR DAYS FROM THE DATE OF SHIPMENT.

VENDOR'S OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR

REPLACEMENT OF THE AFFECTED PRODUCT, AT VENDOR'S OPTION. THIS

WARRANTY WILL NOT APPLY (1) IF MEMBER MISUSES THE PRIVATE LABEL

PRODUCT, (2) ALTERS OR MODIFIES THE PRIVATE LABEL PRODUCT IN ANYWAY,

OR (3) RESELLS THE PRIVATE LABEL PRODUCT OR DOES NOT OTHERWISE USE

OR ADMINISTER THE PRIVATE LABEL PRODUCT THROUGH ITS EMPLOYEES OR

AUTHORIZED AGENTS.

3. MEMBER SHALL NOT HOLD VENDOR LIABLE FOR ANY DEFECT IN PRODUCTS OR

SERVICES OR ANY DEATH, INJURY OR PROPERTY DAMAGE RELATING THERETO,

REGARDLESS OF KIND. MEMBER AGREES TO FILE SOLELY WITH

MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES (IF OTHER

THAN VENDOR) ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR

DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR

POSSESSION OF PRODUCTS OR SERVICES.

iv. The Private Label Products comply with all governmental, environmental and safety standards.

v The Vendor has the right to enter into this MPA

vi. The Vendor has not entered into any other contracts or employment relationships that restrict the Vendor's ability to perform under this MPA

vii. 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.

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

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

The Vendor must notify the Member in writing promptly upon the discovery of any material breach of the warranties given above, or that any Private Label Product fails to comply with these warranties, the Vendor will use commercially reasonable efforts to correct such failure.

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. OHIOIBUYS. This MPA may become part of OhiolBuys, 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 OhiolBuys, the Vendor agrees to establish, maintain and support its contract and catalog in OhiolBuys.

There are no costs to the Vendor to use OhiolBuys, and no costs may be directly or indirectly assessed to MMCAP Infuse and the rest of the Membership.

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 provided to Vendor by Member 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. *PROHIBITION OF THE EXPENDITURE OF PUBLIC FUND FOR OFFSHORE SERVICES

No State 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 updates to Index Number, and updates 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 05/02/25, per Amendment 1.

CONTRACTOR INDEX:

0000006512 DELIVERY: As listed in the MMCAP Infuse Contract Henry Schein 135 Duryea Rd Melville, NY 11747 TERMS: Net 30 Days

CONTRACTOR'S CONTACT:

Rob Irwin E-Mail: Rob.Irwin@henryschein.com mailto:Rob.Irwin@henryschein.com

Index No.: GPC044

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

1 05/02/25

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 20 months, effective 05/02/25 through 12/31/26.

Additionally, this amendment is issued to update the Index Number to GPC044, 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 05/02/25, to update the Table of Contents, and to remove the Ohio Department of Health.

All other prices, terms and conditions remain unchanged.