GPC044_CSP01850_Amendment_1.pdf

Index No.: GPC044 Contract No.: CSP018505 Eff. Date: 03/02/25

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

GENERAL SERVICES DIVISION

OFFICE OF PROCUREMENT SERVICES

4200 SURFACE ROAD, COLUMBUS, OH 43228-1395

AMENDMENT FOR CHANGE

AMENDMENT NO. 1

TO: OHIO DEPARTMENT OF MENTAL HEALTH AND ADDICTION SERVICES, OFFICE OF SUPPORT

SERVICES AND OHIO DEPARTMENT OF VETERANS SERVICES

FROM: KATHLEEN C. MADDEN, DIRECTOR, DEPARTMENT OF ADMINISTRATIVE SERVICES

SUBJECT: CONTRACT FOR MEDICAL AND SURGICAL SUPPLIES

Attached are pages 1-4, 6-8, 10 to this contract. Remove these pages from the existing contract and replace with the attached pages on the effective date.

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 22 months, effective 03/02/25 through 12/31/26.

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 03/02/25, to repaginate, to update the Table of Contents, and to remove the Ohio Department of Health.

All other prices, terms and conditions remain unchanged.

This Amendment, the main Requirements Contract and any additional amendments thereto are available from the DAS Web site at the following address:

http://www.ohio.gov/procure

Affected Contractor(s):

0000087386 Medline Industries Inc PO Box 382075 Pittsburgh, PA 15251

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: 11/27/23 to 03/01/25 *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 MMS2200733 “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 22 month renewal and removal of the Ohio Department of Health, per Amendment 1.

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

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

*Updates Table of Contents to include Amendments, per Amendment 1.

Index No. GPC044

Member-Requested Participation Addendum (MPA)

This Addendum ("MPA") is entered into by State of Ohio ("Member'') and Medline Industries, LP, a limited partnership, with a principal address of Three Lakes Drive, Northfield, IL 60093 ("Vendor") and MMCAP Infuse, an agency of the State of Minnesota ("MMCAP Infuse"), regarding MMS2200733 ("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:

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.

11. 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.

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 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.

*Indicates repagination of section IV. GENERAL PROVISIONS to Page 4, per Amendment 1.

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.

BY AND BETWEEN:

FOR THE MEMBER:

Signature:

Printed:

Title:

Date:

VENDOR: MEDLINE INDUSTRIES LP

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:

*Indicates repagination of section IV. GENERAL PROVISIONS to Page 4, per Amendment 1.

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 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 be released from its obligations on the date funding expires. 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 will be exclusively with the appropriate court in Franklin County, Ohio.

*Indicates repagination of section 8.INDEPENDENT CONTRACTOR ACKNOWLEDGMENT to Page 7, per Amendment 1.

Index No. GPC04

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 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.

*Indicates repagination of section 8.INDEPENDENT CONTRACTOR ACKNOWLEDGMENT to Page 7, per Amendment 1.

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

12. *LIABILITY PROVISIONS

Warranties, Covenants and Duties of Vendor shall be covered under Article VIII of the MMCAP Infuse Agreement MMS2200733 executed on March 3, 2023

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. OHIO|BUYS. This MPA may become part of Ohio|Buys, 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 Ohio|Buys, the Vendor agrees to establish, maintain and support its contract and catalog in Ohio|Buys.

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. *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 repagination of section 12. LIABILITY PROVISIONS to Page 8, 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 03/02/25, per Amendment 1.

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

1 03/02/25

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 22 months, effective 03/02/25 through 12/31/26.

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 03/02/25, to repaginate, to update the Table of Contents, and to remove the Ohio Department of Health.

All other prices, terms and conditions remain unchanged.