MA3875_Lowes_PA_State_of_Ohio_and_CIA_signed_by_Lowe_s_08.09.22.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

WALK-IN BUILDING SUPPLIES

Led by the State of Utah

Master Agreement #: MA3875

Contractor: Lowe’s Home Centers, LLC

Participating Entity: STATE OF OHIO

This Participating Addendum is entered into by Contractor and Participating Entity (collectively, the “Parties”).

Scope and Participation:

[Removable Instruction: Check one of the boxes below. If Participating Entity has no exclusions or limitations to the scope of the Master Agreement, check the first box.]

1. Scope:

☒ This Participating Addendum includes the entire scope of the products and services available through the Master Agreement referenced above.

☐ This Participating Addendum includes the entire scope of the products and services available through the Master Agreement referenced above, except the following:

Any scope exclusions specified herein apply only to this Participating Addendum and shall not amend or affect other participating addendums or the Master Agreement itself.

2. Participation: This Participating Addendum covers participation of Participating Entity in the above-referenced Master Agreement between the State of Utah and Contractor for Walk-in Building Supplies. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

3. Term:

☒ This Participating Addendum shall become effective as of the date of the last signature below and shall terminate upon the expiration or termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

☐ This Participating Addendum shall become effective as of the date of the last signature below and shall terminate on [date], unless terminated sooner or otherwise amended in accordance with the terms set forth herein. Notwithstanding the previous, in no event shall the term of the Participating Addendum exceed the term of the Master Agreement, as amended.

4. Primary Contacts: The following (or their named successors) are the primary contact individuals for this Participating Addendum:

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CONTRACTOR:

Name: Lisa Minton, Compliance Manager

Address: 1000 Lowe’s Blvd, Mooresville, NC 28117

Telephone: 980-287-6417

Fax: 877-793-8455

Email: Lisa.C.Minton@Lowes.com

PARTICIPATING ENTITY:

Name: Catherine Love, State Purchasing Standards Analyst

Address: 4200 Surface Road, Columbus, Ohio 43228-1395

Telephone: 614-728-0864

Fax:

Email: Catherine.love@das.ohio.gov

Participating Entity Modifications and Additions to the Master

Agreement

[Removable Instruction: Check one of the boxes below. If Participating Entity has no changes or additions to the terms and conditions of the Master Agreement, check the first box.]

☐ This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor.

☒ This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor, subject to the following limitations, modifications, and additions:

1 - STANDARD TERMS AND CONDITIONS

State of Ohio Standard Terms and Conditions (revised 4/19/22) will apply to this Contract.

2 - CONTRACT SPECIFIC TERMS AND CONDITIONS

2.1 - ORDER OF PRIORITY

The State of Ohio Standard Contract Terms and Conditions are hereby incorporated into this Participating Addendum (PA) and shall be binding on the contractor. If there is any inconsistency or conflict between the PA Agreement and mailto:Lisa.C.Minton@Lowes.com https://procure.ohio.gov/pdf/Standard_T_C_041922.pdf the Consortium Terms and Conditions, the PA Agreement will prevail. Notwithstanding anything to the contrary, all pricing shall be governed solely by the terms of the Consortium Contract.

2.2 - COOPERATIVE PURCHASING CONTRACT

This Contract may be utilized by Cooperative Purchasing Members. “Cooperative Purchasing Members” or “Co-op Members” are entities that qualify for participation in the State’s cooperative purchasing program under Section 125.04 of the Ohio Revised Code (“ORC”) and that have completed the steps necessary to participate in that program. They may include Ohio political subdivisions, such as counties, townships, municipal corporations, school districts, conservancy districts, township park districts, park districts created under Chapter 1545 of the ORC, regional transit authorities, regional airport authorities, regional water and sewer districts, and port authorities. They also may include any Ohio county board of elections, state institutions of higher education, private fire companies, private, nonprofit emergency medical service organizations, and chartered nonpublic schools.

If a purchase is made from this Contract by an entity that is not properly registered with the State’s Cooperative Purchasing Program, it may be a violation of law, may be contrary to the entity’s competitive bidding requirements, and will be a breach of this Contract by the Contractor. If a Cooperative Purchasing Member relies upon this Contract to issue a purchase order or other ordering document, the Cooperative Purchasing Member “steps into the shoes” of the State under this Contract. The Cooperative Purchasing Member’s order and this Contract are between the Contractor and the Cooperative Purchasing Member. The Contractor must look solely to the Cooperative Purchasing Member for performance, including payment. The Contractor agrees to hold the state of Ohio harmless with regard to Cooperative Purchasing Member’s orders and Cooperative Purchasing Member’s performance. DAS may cancel this Contract and may seek remedies if the Contractor fails to honor its obligations under an order from a Cooperative Purchasing Member.

2.3 - CONTRACTOR QUARTERLY SALES REPORT

The Contractor must report the quarterly dollar value (in U.S. dollars and rounded to the nearest whole dollar) of the sales to Cooperative Purchasing Members under this Contract by calendar quarter (e.g., January-March, April-June, July-September and October-December). The dollar value of the sale is the price paid by the Contract user for the products and/or services listed on the purchase order or other encumbering document, as recorded by the Contractor.

To submit this quarterly sales report, the Contractor is responsible for obtaining access to Ohio|Buys and must report the quarterly dollar value of sales to Cooperative Purchasing Members to the Department of Administrative Services (DAS) via the Internet using Ohio|Buys at the following web address supplier-emarketplace.ohio.gov. If no sales occur, the Contractor must report zero. The report must be submitted no later than thirty (30) days following the completion of the reporting period.

The Contractor shall also submit a close-out report within one hundred and twenty (120) days after the expiration of this Contract. The Contract expires upon the physical completion of the last outstanding task or delivery order of the Contract. The close-out report must cover all sales not shown in the final quarterly report and reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the final quarterly report, then the Contractor should show zero “0” sales in the close-out report.

If the Contractor fails to submit sales reports, falsifies reports or fails to submit sales reports in a timely manner, DAS may terminate this Contract.

2.4 - CONTRACTOR REVENUE SHARE

The Contractor must pay to the State a share of the sales transacted under this Contract as a fee to the State to cover the estimated costs the State will incur in administering this Contract and the Services offered under it (“Revenue Share”).

The Contractor must remit the Revenue Share in U.S. dollars within 30 days after the end of the quarterly reporting period. The Revenue Share that the Contractor must pay under this Contract equals ¾ of 1% of the total quarterly sales reported. The Revenue Share must be included in the prices reflected in any order and reflected in the total amount charged to the State, and the Contractor may not add a surcharge to orders under this Contract to cover the cost of the Revenue Share.

The Contractor must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, the Contractor must identify the payment as a “State of Ohio Revenue Share” and include this Contract number, total report amount, and reporting period covered.

Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s e-payment portal, or ACH payment, if approved by the State, using the instructions below

Check remittance:

Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance Form at the following link, https://das.ohio.gov/revenueshareform.

Credit Card Payments:

To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue Share” as the payment type and follow the on-screen prompts.

ACH Payments:

If this payment method is approved by the State, the State will provide payment instructions to Contractor.

If the full amount of the Revenue Share is not paid within 30 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may set off any unpaid Revenue Share from any amount owed to the Contractor under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the Revenue Share. Additionally, if the Contractor fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

2.5 – CLARIFYING INFORMATION:

The attached Clarifying Information Attachment is incorporated into this contract https://das.ohio.gov/revenueshareform https://epay.das.ohio.gov/Payment

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

5. Lease Agreements: [Removable Instruction: If applicable, specify if lease agreement terms and conditions included in the Master Agreement have been approved for use by the Participating Entity, and include any restrictions or requirements for the use of the lease agreement language in the Master Agreement. If not applicable, mark Section 4 as “Reserved”.]

6. Subcontractors: All contractors, dealers, and resellers authorized to provide sales and service support in Participating Entity’s state, as shown on Contractor’s NASPO ValuePoint-specific webpage, may provide sales and service support to users of this Participating Addendum. Participation of Contractor’s contractors, dealers, and resellers will be in accordance with the terms and conditions set forth in the Master Agreement.

7. Orders: Any order placed by Participating Entity or a Purchasing Entity for a product or service offered through this Participating Addendum shall be deemed to be a sale under, and subject to the pricing and other terms and conditions of, the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to the order.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

PARTICIPATING ENTITY CONTRACTOR

Signature:

Signature:

Name:

Ryan Garber

Name:

Title:

Assistant Director

Title:

Date:

Date:

[Removable Instruction: Additional signatures may be added if required by the Participating Entity.]

For questions regarding NASPO ValuePoint Participating Addendums, please contact the Cooperative Contract Coordinator team at info@naspovaluepoint.org.

Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in PDF format to pa@naspovaluepoint.org.

VP Pro Sales

Scott Matthews

8-10-22 mailto:info@naspovaluepoint.org mailto:pa@naspovaluepoint.org

Clarifying Information Attachment to the

Lowe’s Home Centers, LLC (Lowe’s)

State of Ohio Participating Addendum and State of Ohio Standard Terms and Conditions (collectively called the “PA”) to the NASPO Value Point Master Agreement #MA 3875

Walk-In Building Supplies

By executing the PA, or accepting product from Lowe’s Home Centers, LLC (Lowe’s), State of Ohio

(State) accepts the clarifications in this Clarifying Information Attachment, including delivery, payment, insurance, assignability, subcontracting & management of data, purchase orders, product recalls, warranty and returns, and any others and agrees these satisfy the State’s requirements.

Further Information: Delivery

If requested, Lowe’s will deliver products under this Agreement in accordance with the Lowe’s delivery policy posted at time of purchase and as further explained in the NASPO Value Point Master Agreement #MA 3875.

Further Information: Payment

State agrees that amounts due to Lowe’s under this contract, are due at time of purchase. Net 30 or other extended repayment terms may be available under the Lowe’s Commercial Account (LCA), and those terms are set by the credit provider (currently Synchrony). Creditor is responsible for the collection of fees and interest on LCA accounts.

Further Information: Self-Insurance

Lowe’s Home Centers, LLC (“Lowe’s”), will maintain during the term of the project and for a two year period following completion of services, the following self-insurance:

Commercial general liability insurance, under a blanket program providing coverage for multiple projects and locations, with minimum limits of $1,000,000 per occurrence; $2,000,000 general aggregate and

$2,000,000 products-completed operations aggregate which shall include coverage for bodily injury, death, property damage, personal and advertising injury and contractual liability; commercial automobile liability insurance providing coverage for owned, hired and non-owned autos in the minimum combined single limit of $1,000,000; and excess liability insurance in the minimum amount of $5,000,000. Such insurance will respond on a primary basis for claims arising out of Lowe’s performance under the terms of the agreement. Lowe’s will also maintain workers’ compensation insurance as required by applicable statute and employer’s liability insurance in the minimum amount of $500,000 per employee for disease, $500,000 bodily injury per accident and $500,000 policy limit for disease.

All policies shall be written on an occurrence basis by insurers rated A/X or higher by A.M. Best and authorized to do business in the state where the services are performed. Lowe’s will satisfy the commercial general liability insurance requirement through a program of self-insurance covering Lowe’s

Companies, Inc., and its U.S. subsidiaries, including Lowe’s Home Centers, LLC.

An evidence of coverage certificate of insurance providing information on Lowe’s insurance program is attached.

Lowe’s shall provide State with a renewal certificate, upon request, should this certificate expire during the awarded contract term. Lowe’s will use commercially reasonable efforts to provide State with thirty (30) days’ prior written notice of cancellation of the insurance described herein; such notice will not be provided by the insurance company.

Upon request Lowe’s shall include State as an additional insured, by blanket endorsement, under the commercial general liability and automobile liability insurance, and shall provide State with a certificate of insurance naming

State as an additional insured. All certificates bear an electronic signature. Lowe’s will provide a certificate of jcarpen insurance only; Lowe’s will not provide copies of its insurance policies.

Further Information: Assignability, Subcontracting, and Management of Data

Lowe’s uses third party independent contractors to perform ancillary services for Lowe’s during the normal course of business on a daily basis. These ancillary services may include, but are not limited to, appliance decommissioning, product delivery, and janitorial services for Lowe’s stores, and are provided to Lowe’s on an ongoing basis through pre-existing and established business relationships.

In addition, Lowe’s has established offices in other counties to support technology, analytics, business operations, finance & accounting, product management, and shared services. Lowe’s also uses cloud providers to provide services and data for its customers and for internal purposes. In addition, Lowe’s transmits data to its affiliate, Lowe’s owned offices in other countries.

Lowe’s does not consider the use of any of these ancillary services to trigger any subcontractor-specific requirements, subcontractor approval requirements, or waiver requirements for this supply contract. Moreover, Lowe’s independently establishes the requirements for performing services on behalf of Lowe’s and rejects any subcontractor requirements in the Agreement.

Further Information: Purchase Orders

A Participating Entity or Purchasing Entity must present a form of tender such as their P-Card or Lowe’s

Commercial Accounts (LCA) when presenting Lowe’s with a Purchase Order.

Aside from product, delivery, or shipping information, any terms, conditions, representations or certifications included on a Purchase Order or similar document (“Additional Terms”) are void and superseded by the terms and conditions of this Master Agreement and this Participating Addendum. Lowe’s gives notice of objection to all Additional Terms and specifically rejects all Additional Terms as a material alteration to this Master

Agreement and this Participating Addendum. Lowe’s may accept Additional Terms in its sole discretion after receiving separate, advance written notice of the Additional Terms, provided that no Additional Terms are valid until the buyer receives a signed acknowledgement from Lowe’s agreeing to the Additional Terms.

Further Information: Product Recall

In the event a manufacturer or supplier issues a product recall affecting any product delivered by the Lowe’s, whether directly or through third party direct delivery, Lowe’s will provide reasonable notice of such recall, and shall at a minimum post notice of publicly available product recalls to its website.

Further Information: Warranty and Returns

State shall receive any warranty provided by a manufacturer of the products sold under this Agreement. Lowe’s does not warrant the Products.

If State requests to return products, it may return products purchased under this agreement subject to Lowe’s standard return policy at the time of purchase and as further explained in the NASPO Value Point Master

Agreement #MA 3875.

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