MMA034276_Contract.pdf

STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

MASTER MAINETENANCE AGREEMENT ("MMA")

OPTIONAL USE CONTRACT FOR: WEIGH SCALES SERVICE AND EQUIPMENT

CONTRACT No.: MMA034276

CONTRACT ID:34276

EXPIRATION DATE:10/31/2027

SUPPLIER/CONTRACTOR: METTLER TOLEDO LLC

1 - BACKGROUND:

This Master Maintenance Agreement (MMA or Contract) is available to the following Ordering Agencies (defined in the Standard Terms and Conditions in Article 3): all state agencies and properly registered cooperative purchasing members, as applicable. Ordering Agencies are not obligated to procure any products or services from this Contract. This Contract shall not be construed to prevent the Ordering Agencies from purchasing products or services using other procurement methods as authorized by law.

This Contract is only for use by the Ordering Agencies above when they have followed the requisite procurement program process and they do not have a mandatory use contract in place that takes precedence over this Contract.

This Contract and any amendments thereto are available from the OhioBuys public portal at the following link:

https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepa ge.

2 - MMA NEW CONTRACT INSTRUCTIONS

Download the instructions and forms needed to initiate an offer to establish an MMA.

3 - STANDARD TERMS AND CONDITIONS

The State of Ohio Standard Terms and Conditions (revised 03/31/25) govern this Contract and are incorporated as if fully rewritten herein.

4 - MMA PROCUREMENT TERMS AND CONDITIONS

4.1 - SCOPE

Contractor must provide the ordering agency equipment (the "Equipment") maintenance described in this Contract at the prices set forth in Contractor’s pricelist in OhioBuys, subject to the terms and conditions in this Contract.

4.2 - ENTIRE AGREEMENT

This Contract, which includes the Contractor’s catalog and all documents referred to and incorporated by reference into this Contract, is the entire agreement between the parties with respect to its subject matter, and it supersedes any previous statements or agreements, whether oral or written.

4.3 - CONTRACT COMPONENTS AND ORDER OF PRIORITY

The components of this Contract are listed below in their order of priority:

1. Article 5 - Contract Specific Terms and Conditions, if any;

https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage https://ohiobuys.ohio.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage https://dam.assets.ohio.gov/raw/upload/procure.ohio.gov/TCond/MMA_New_Contract_Instructions.zip https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/TCond/Standard_T_C_3-31-25.pdf

2. Article 4 - MMA Procurement Terms and Conditions; and

3. Article 3 - Standard Terms and Conditions.

4.4 - CONTROLLING BOARD AUTHORIZATION

The State's obligations under this Contract are subject to the Ohio Controlling Board's continuing authorization to use this contracting program. If the Ohio Controlling Board fails to authorize or withdraws its authorization for this contracting program, this Contract will terminate, and the Contractor may not take any more orders under this Contract.

4.5 - PRICELIST

The Contractor's pricelist for the products and services that the Contractor may provide to the State under this Contract is in the catalog. For convenience, those products and services are called "Deliverables" in this Contract. Any custom materials resulting from the Contractor’s services also are called “Deliverables” in this Contract. The Contractor may not provide any other Deliverables under this Contract without a prior written amendment to this Contract that both the State and the Contractor have signed. Furthermore, the Contractor may not charge the State greater prices for these Deliverables than the prices in the catalog. If the catalog contains or incorporates by reference any terms or conditions other than a description of the scope of license for software, a description of the Contractor’s products and services, and the prices for those products and services, those terms or conditions are excluded from this Contract and are of no effect. Contractor’s catalog is incorporated into the Contract as if fully rewritten herein, excluding any terms or conditions mentioned above, and the most recent catalog can be found in OhioBuys.

For contracts leveraging a punchout catalog, Contractor is required to provide a catalog in the Supplier- Managed Catalog Template format for all items. This Supplier-Managed Catalog will be attached to the contract record and is incorporated into the Contract. In the event of a discrepancy between the punchout catalog and the Supplier-Managed Catalog the Supplier-Managed Catalog will prevail.

Contractor must not modify the available items or pricing presented in their punchout catalog until an amendment to this Contract is requested, fully executed, and effective.

Except in the case of operating systems licensed in conjunction with desktop PCs, notebook computers and similar personal computing devices that the original equipment manufacturer does not distribute without an operating system, the Contractor will not sell or license any Microsoft software to the State.

If any of the foregoing items are listed in the Contractor’s catalog, they are deleted for purposes of this Contract.

4.6 - PRICE ADJUSTMENT

If the Contractor has relied on its similarly situated, most favored customer pricing, the Contract prices(s) will remain firm unless the Contractor submits a request to adjust their price(s). Price increases shall be effective 30 calendar days after acceptance by the State. No price adjustment will be permitted prior to the effective date of the increase received by the Contractor from its suppliers, or on purchase orders that are already being processed, or on purchase orders that have been filled and are awaiting shipment. If the Contractor receives orders requiring quarterly delivery, the increase will apply to all deliveries made after the effective date of the price increase.

The price increase must be supported by a general price increase in the cost, due to increases in the cost of raw materials, labor, freight, Workers' Compensation and/or Unemployment Insurance, etc.

Detailed documentation, to include a comparison list of the Contract items and proposed price increases, must be submitted to support the requested increase. Supportive documentation should include, but is not limited to: copies of the old and the current price lists or similar documents which indicate the original base cost of the product to the Contractor and the corresponding increase, and/or copies of correspondence sent by the Contractor's supplier on the supplier's letterhead, which contain the above price information and explains the source of the increase in such areas as raw materials, freight, fuel or labor, etc. Any price increases shall not exceed prices offered to similarly situated, most favored customers.

The State will be entitled to a price decrease any time the Contractor or any of its dealers or distributors under this Contract sells a product or a service to any of its similarly situated customers for less than the price agreed to between the State and the Contractor under this Contract. Any time the Contractor or any of its dealers or distributors in this Contract sells a product or provides a service to any similarly situated customer for less than it is then available to the State under this Contract, the Contractor must notify the State of that event within 30 days of its occurrence and immediately reduce the price of the affected products or services to the State under this Contract.

The Contractor also must notify the State within 30 days of any general reduction in the price of any product or service covered by this Contract, even if the general reduction does not place the price of the product or service below the price available to the State under this Contract. The purpose of this notice of a general reduction in price is to allow the State to assess the value the State believes it is receiving under this Contract in light of the general reduction due to a general decline in the market or some other factor. If the State believes it is appropriate, the State may ask to renegotiate the Contract price for the products and services affected by the general reduction in price. If the Contractor and the State cannot agree on a renegotiated price, then on written notice to the Contractor, the State may immediately require the Contractor to remove the affected products and services from this Contract.

4.7 - COOPERATIVE PURCHASING CONTRACT

This Contract may be utilized by Cooperative Purchasing Members. “Cooperative Purchasing Members” are entities that qualify for participation in the State’s cooperative purchasing program under Section 125.04 of the Ohio Revised Code 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 Ohio Revised Code Chapter 1545, 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 place an order, the Cooperative Purchasing Member steps into the shoes of the State under this Contract for the purposes of that order.

The Cooperative Purchasing Member’s order and this Contract will be between the Contractor and the Cooperative Purchasing Member. The Contractor must look solely to the Cooperative Purchasing Member for performance, including payment, and must hold the state of Ohio harmless with regard to Cooperative Purchasing Members' orders and performance. The State, through DAS, may terminate this Contract and seek remedies as the contract provides if the Contractor fails to honor its obligations under an order from a Cooperative Purchasing Member.

4.8 - 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 each calendar quarter (i.e., January-March, April-June, July-September, and October-December). The dollar value of the sales reported must equal the price paid by all Cooperative Purchasing Members for purchases under this Contract during the reporting period. The sales to State agencies under this Contract are automatically reported in OhioBuys.

The Contractor must submit the quarterly sales reports to the State via OhioBuys. If no sales occur, the Contractor must still submit the quarterly sales report and show zero sales for the quarter on the report.

The reports must be submitted no later than 30 days after the completion of the reporting period.

The Contractor must also submit a closeout report within 120 days after the expiration of this Contract.

For purposes of this provision, the Contract expires on the physical completion of the last outstanding task or 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 sales report, then the closeout report should show zero sales.

If the Contractor fails to submit any sales report in a timely manner or falsifies any sales report, the State may terminate this Contract for cause.

4.9 - CONTRACTOR REVENUE SHARE

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

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. 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 at the time the quarterly sales or closeout report is submitted to the Department of Administrative Services. 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 amount, and reporting period covered.

The Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment 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/about/about-us/office-of-finance/revenue-share-form.

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 offset 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.

4.10 - RESPONSIBILITIES OF THE ORDERING AGENCY

Ordering Agency will provide Contractor’s personnel reasonable access at agreed times and availability to the Equipment to perform maintenance services (including preventive maintenance). Ordering Agency will also provide adequate working space and facilities, including heat, light, ventilation, electric current and outlets and the like for use by Contractor personnel. All such facilities will be within a reasonable distance from the Equipment to be serviced and will be provided at no charge to Contractor.

Ordering Agency will not perform, attempt to perform, nor cause to be performed, maintenance or repair to the Equipment during the term of this Contract except simple daily or weekly preventive maintenance https://das.ohio.gov/about/about-us/office-of-finance/revenue-share-form https://das.ohio.gov/about/about-us/office-of-finance/revenue-share-form https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fepay.das.ohio.gov%2FPayment&data=04%7C01%7CKyle.Bailey%40das.ohio.gov%7C02d1b0edb8364f8786b608d9c932880d%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C637762041128928674%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=Ww93pltT3l9Shi5%2F0auHZEtV94vVqkCpVW4rja0KPoU%3D&reserved=0 on the Equipment as allowed or reasonably required by Contractor. Contractor, at Ordering Agency’s request, will maintain the service reports issued by Contractor. Ordering Agency, at its own expense, will establish and maintain an environment consistent with the specifications furnished by Contractor for the Equipment.

4.11 - REMOVAL OF EQUIPMENT

At Ordering Agency’s option, and only if Ordering Agency is under a monthly invoicing schedule, Ordering Agency may remove any Equipment from coverage under an order by giving Contractor 30 days advance written notice. Upon expiration of such 30 day period, Ordering Agency will not be liable for charges associated with such Equipment.

4.12 - EQUIPMENT LOCATION

If any portion of the Equipment is moved (which movement will in all instances be at Ordering Agency’s risk and expense), Ordering Agency will so notify Contractor. Contractor may terminate the applicable order if, in its discretion, the environmental conditions in which any Equipment is placed are not suitable for satisfactory performance, or if the new location is out of Contractor’s ordinary operating area.

4.13 - ADDITIONAL WARRANTIES

If any electrical equipment, mechanical device, computer hardware, telecommunications hardware, or other type of physical machinery will be a part of the Equipment under this Contract, the following additional warranties apply.

Contractor warrants that it will have the right to ship, deliver and install any and all parts supplied by Contractor under this Contract, and that all such parts will be delivered and installed in good operating condition, free from any defect and free from any security interest or other lien or encumbrance or the like. Contractor warrants that all parts shall be new or certified as new. Contractor further warrants that all such parts will be installed in a workmanlike manner. Contractor warrants that trained, qualified maintenance personnel will perform all Maintenance Services in a professional and workmanlike manner.

If Contractor breaches any obligation under this Contract, or the Equipment fails to comply with these warranties, the Contractor shall make all necessary adjustments, repairs and replacements to the Equipment in accordance with the terms of this Contract and replace any parts installed that are defective. The Contractor will correct such failure with all due speed or will refund the amount of the compensation paid for the applicable Equipment.

4.14 - EQUIPMENT MAINTENANCE

During the warranty period and during any period covered by annual maintenance, the Contractor will provide Equipment maintenance to keep the Equipment in or restore the Equipment to good working order. This maintenance will include preventative and remedial maintenance, installation of safety changes, and installation of engineering changes based upon the specific needs of the applicable Equipment. This maintenance will also include the repair, replacement, or exchange deemed necessary to keep the Equipment in good working order. For purposes of this Contract, Equipment restored to good working order means Equipment that performs in accordance with the manufacturer’s published specifications.

The Contractor will exert its best efforts to perform all fault isolation and problem determination attributed to the Equipment covered under this Contract.

4.15 - DESCRIPTION OF MAINTENANCE

Except as otherwise provided in this Contract, the maintenance under this Contract will consist of the following:

1. Remedial Maintenance Calls: During the regular business hours of 8:00 a.m. to 5:00 p.m.

Eastern time ("Business Hours"), when requested by Ordering Agency, remedial maintenance service will be done as promptly as practicable to correct malfunctions of the Equipment and to make repairs necessary to restore the Equipment to good operating condition, including the replacement of unserviceable parts. At other times outside of regular Business Hours, subject to the availability of Contractor personnel and when requested by Ordering Agency, emergency remedial service will be rendered as promptly as practicable at the rates set forth in the price list.

2. Preventative Maintenance Inspections: During the regular Business Hours of Contractor and when convenient for Ordering Agency, reasonable, periodic inspections of the Equipment will be carried out by Contractor in accordance with the pricelist, for the purpose of testing, cleaning, lubricating and adjusting the Equipment, checking its performance, replacing unserviceable parts and taking such other actions as may be deemed necessary by Contractor to maintain the Equipment in good operating condition. Preventative maintenance service may be performed concurrently with remedial services.

3. Travel time and expenses, including trip fees, related to remedial and preventative maintenance will not be considered billable but will be included in the price of the maintenance.

4. All parts furnished by Contractor, except those excluded in Section 3.16, must be provided on an exchange basis, and must be new or warranted equivalent to new in performance when used in the Equipment.

4.16 - EQUIPMENT MAINTENANCE STANDARDS

Except in the case of excusable delay, remedial Equipment maintenance by the Contractor will be completed within eight Business Hours after notification by the State that maintenance is required. In the case of preventative maintenance, the Contractor will perform such in accordance with the manufacturer's published schedule and specifications. If remedial maintenance is not completed within eight Business Hours after notification by the State, the Contractor will be in default. Failure of the Contractor to meet or maintain these requirements will provide the State with the same rights and remedies as specified elsewhere in this Contract for default, except that the Contractor will only have eight Business Hours to remedy a default. The Contractor will provide adequate staff to provide the maintenance required by this Contract.

4.17 - MAINTENANCE LIMITATIONS AND EXCLUSIONS

Maintenance under this Contract will not include:

1. Software development;

2. Making specification changes;

3. Repairing damage or malfunctions, or replacing of parts of Equipment being maintained under this Contract resulting from:

a. Accident, casualty, neglect, misuse, or abuse of Equipment under this Contract if such is the Ordering Agency’s fault (and beyond normal wear and tear);

b. Intentional abuse or negligence of Ordering Agency;

c. Use of operating supplies or other consumable items not meeting the equipment manufacturer’s specifications;

d. Improper, excessive, extraordinary or abnormal operation of the Equipment;

e. Acts of third parties;

f. Unauthorized alteration of the Equipment by the Ordering Agency or a third party;

g. Malfunction of parts not furnished by the Equipment manufacturer unless Contractor furnished such parts under this Contract;

h. Installation or attachment to the Equipment of parts or other equipment not furnished or approved by the Equipment manufacturer unless such parts or other equipment were furnished by Contractor under this Contract;

i. Failure of an Ordering Agency to provide a suitable environment for the Equipment;

j. Improper packing by or failure to follow prescribed shipping instructions (if such is done by the Ordering Agency);

k. Flood, fire or other casualty not due to Contractor’s negligence or failure to perform under this Contract;

l. Electrical shortages or failure of electrical power, air conditioning or humidity control not due to Contractor’s negligence or failure to perform under this Contract; or

m. Causes other than ordinary use of the Equipment;

4. Providing electrical work external to any Equipment;

5. Performing services with respect to other equipment that is not part of the Equipment being maintained under this Contract; or

6. Reconditioning the Equipment, except as provided in Section G, Reconditioning below.

Repairs and replacements necessitated by any of the items excluded from coverage hereunder will be undertaken by Contractor only on Ordering Agency’s written approval of estimated additional charges based on the rates set forth in the catalog, Ordering Agency’s agreement to pay the actual charges, and Ordering Agency’s issuance of a purchase order.

4.18 - MAINTENANCE ACCESS (GENERAL)

When applicable, the Ordering Agency will provide the Contractor with reasonable access to the Equipment to perform maintenance. All maintenance that requires the Equipment to be inoperable must be performed outside the Ordering Agency’s customary working hours except when the Equipment is already inoperable. Preventative or scheduled maintenance will be performed at mutually agreeable times within the parameters of the manufacturer’s published maintenance schedule.

4.19 - RECONDITIONING

If, in Contractor's reasonable opinion, a shop reconditioning of any Equipment is necessary because normal repair or replacement of parts cannot keep such Equipment in good operating condition, Contractor will submit a cost estimate of needed reconditioning using the rates set forth in Contractor’s price list.

If an Ordering Agency does not authorize such reconditioning or agree to pay the proposed charges, Contractor may terminate the applicable order with respect to such Equipment.

4.20 - ACCEPTANCE

The Acceptance procedure for Deliverables will be a review by the Ordering Agency acquiring the Deliverables to ensure that each Deliverable meets the performance standards and other requirements in this Contract. The Ordering Agency will have up to 30 days after installation or maintenance services to do this. The Ordering Agency will not issue a formal letter of Acceptance, and passage of 30 days will imply Acceptance, though the Ordering Agency will issue a notice of noncompliance if a Deliverable does not meet the requirements in this Contract.

If the Ordering Agency issues a notice of noncompliance, the Contractor will have 30 calendar days to correct the problems listed in the noncompliance notice and the Deliverable will not be accepted until the Ordering Agency issues a letter of Acceptance indicating that each problem noted in the noncompliance notice has been cured. If the problems have been fixed during the 30 day period, the Ordering Agency will issue the Acceptance letter within 15 days after all defects have been fixed. If the Contractor fails to correct the problems listed in the noncompliance notice within the 30 day period, the

Contractor will be in default without an additional cure period and the Ordering Agency may terminate the applicable order without further cost or obligation to the Ordering Agency. The Ordering Agency will also be entitled to a full refund of any payments made for the noncompliant Deliverables.

4.21 - RETAINED OWNERSHIP

Contractor will retain title to all replacement parts and equipment provided by it until such are incorporated into the Equipment, at which time title will pass to the Ordering Agency. Contractor will retain title to all tools and all diagnostic computer program media it uses. In addition, all Contractor test and verification information and routines (on media owned by Contractor or Ordering Agency), maintenance equipment and materials, information and documentation, whether on the premises of Ordering Agency or accessible by remote inquiry, will remain the property of Contractor and may be removed or usage thereof discontinued, as applicable, by Contractor at any time, or Ordering Agency will destroy the same on written request from Contractor. All such Contractor test and verification information and routines, maintenance equipment and materials, information and documentation that are treated as proprietary and confidential by Contractor will be considered Confidential Information under this Contract and so treated by Ordering Agency. Despite the foregoing, Contractor will work with Ordering Agency at no charge to provide access to such Confidential Information on commercially reasonable terms after termination of this Contract or an order to the extent that the lack of access to such Confidential Information subsequently prevents Ordering Agency from getting maintenance through another Contractor.

5 - CONTRACT SPECIFIC TERMS AND CONDITIONS

5.1 - SUSPENSION FOR CAUSE:

If the Contractor fails to materially perform any one of the Contractor's obligations under this Contract or an order, the Contractor will be in default and the State may suspend rather than terminate this Contract or an order. In the case of suspension for default, the State will be entitled to all remedies available under this Contract.

5.2 - ACTUAL DAMAGES:

Contractor is liable to the State of Ohio for all actual and direct damages caused by Contractor's default.

5.3 - LIQUIDATED DAMAGES:

If actual and direct damages are uncertain or difficult to determine, the State may recover liquidated damages in the amount of 0.75% of the value of the order, deliverable or milestone that is the subject of the default, for every day up to thirty days (30) that the default is not cured by the Contractor.

5.4 - GENERAL REPRESENTATIONS AND WARRANTIES:

The Contractor warrants that:

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

2. All warranties are in accordance with the Contractor’s standard business practices.

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

4. The Contractor has the right to enter into this Contract.

5. The Contractor has not entered into any other contracts or employment relationships that restrict the Contractor’s ability to perform under this Contract.

6. The Contractor will observe and abide by all applicable laws and regulations, including those of the State regarding conduct on any premises under the State’s control.

7. The Contractor has good and marketable title to any Deliverable delivered under this Contract for which title passes to the State.

8. The Contractor has the right and ability to grant the license granted in any Deliverable for which title does not pass to the State.

9. If this Contract is labeled as a mandatory use contract by the State, the Contractor warrants that the Contractor has not and will not enter into any contracts without written approval of the State to perform substantially identical services for the Ordering Agencies required to use this

Contract such that the services duplicate the work done or to be done under the other contracts.

10. In addition to the warranties above, Contractor’s warranties with respect to any goods and/or services from Contractors that are purchased under this Contract are warranted in accordance with Contractor's standard warranty below.

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

Any other express warranties offered by the Contractor will be a minimum of one year from acceptance or the Contractor’s standard warranty whichever is longer.

Contractor’s Standard Warranty

WARRANTIES: THE CONTRACTOR EXPRESSLY WARRANTS ITS EQUIPMENT, SOFTWARE,

AND SERVICES AS SET FORTH IN THIS SECTION. THESE WARRANTIES MAY BE

TRANSFERRED TO A SUBSEQUENT PURCHASER OF EQUIPMENT OR A SUBSEQUENT

LICENSEE OF SOFTWARE ONLY WITH THE CONTRACTOR’S PRIOR WRITTEN CONSENT.

A. EQUIPMENT – The Contractor warrants that under normal use: (i) its equipment, except for replacement parts, will be free from defects in workmanship and materials for one year from the date of original installation/use, or 18 months from the date it is shipped from the Contractor, whichever occurs first; and (ii) replacement parts will be free from defects in workmanship and materials for 90 days from delivery. Should the defects described be found and reported during the term of the warranty, the Contractor will, at its option, refund the purchase price, replace the equipment, or correct the defects by furnishing replacement parts and labor free of charge. Travel up to 80 kilometers (50 miles) from our nearest service representative or authorized service provider is free of charge for valid warranty claims.

B. SOFTWARE – If it is properly installed according to specifications and system requirements, the Contractor warrants the software it develops will perform substantially the functions described in the software documentation it provides or, in the absence of any software documentation, as otherwise agreed in writing. The Contractor does not warrant that the software is error-free, that the State will be able to operate the software without interruption, that third party interfaces or systems connected to the software will operate without interruption, or that the software will be free of vulnerability to intrusion or attack. Absent a separate warranty the Contractor communicates to Buyer in writing, the warranty period for equipment operating software is the same as the warranty period for the equipment it's purchased with. The warranty period for any other software or software feature is 90 days from the date of delivery. For avoidance of doubt, this warranty includes bug fixing, but excludes any new features. Except as may be agreed otherwise in writing, the Contractor provides no warranty for software specifically developed, amended, or customized for the State. These warranties also apply to any new releases and service the Contractor may deliver in the future.

C. SERVICE – The Contractor warrants that services will be performed in a workmanlike manner in conformity with standard industry practice. Should any nonconformity be detected within 30 days after the Work is completed and Buyer gives the Contractor prompt written notification, the Contractor will supply the necessary service, direction, or consultation to correct the nonconformity.

D. GENERAL – The foregoing warranties are further subject to the following general conditions: (i) Consumables, accessories, normal wear and tear, wear parts, and perishables are expressly excluded. (ii) If the State requests warranty work during non-standard work times the State will be charged for premium time. (iii) These warranties do not apply where the Contractor’s equipment and/or software has been subjected to: accident, alteration, misuse, abuse, failure by the Contractor to ensure proper storage, operation and/or maintenance, installation or servicing by personnel the

Contractor doesn't authorize, the addition or supply of equipment or software not approved for incorporation into Contractor equipment or software, environmental or operational conditions, or software or interfacing the State or a third party provide and any other causes the Contractor is not responsible for. (iv) The Contractor does not warrant the calibration of any equipment. The Contractor does, however, warrant its equipment to be capable of being adjusted to meet the Contractor’s printed specifications, if any, for accuracy for the period of warranty above stated when properly installed and used. (v) Products of other manufacturers that the Contractor sells are warranted by the Contractor solely to the extent of any remaining warranty provided by the original manufacturer. (vi) If the Contractor repairs equipment, such repair work will not extend existing nor generate new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by the Contractor.

Unless the State gives the Contractor written notice in advance, and the Contractor agrees its warranty still applies, all warranties are void if product is moved outside the country the Contractor delivered it to.

E. METHODS OF CORRECTION OF DEFECTS DURING WARRANTY – The Contractor may attempt to diagnose and resolve defects over the telephone or electronically. Certain equipment contains remote support capabilities for direct problem reporting, remote problem determination, and resolution. When the State contacts the Contractor for warranty work, the State must follow the reasonable problem determination, resolution, and procedure that the Contractor specifies. The Contractor may require return of the part or equipment to its depot for service or to assist in problem determination. If the Contractor determines on-site work is required, a service technician will be scheduled. If the State gives the Contractor notice of a defect and requests on-site work when the defect could have been remedied remotely, or if the Contractor responds to the State’s notice of defect and no defect is found for which the Contractor is liable, the Contractor is entitled to compensation for any work performed and costs it incurred as a result of the State’s request. Failure to install and use available remote connectivity tools and equipment for direct problem reporting, remote problem determination, and resolution may result in increased response-time and additional costs to the State.

5.5 - GENERAL INDEMNITY:

The Contractor will indemnify the state for any all claims, damages, law suits, costs, judgements, expenses, and any other liabilities resulting from bodily injury to any person (including injury resulting in death) or damage to property that is caused by the negligence or other tortious conduct of the Contractor, its employees, agents, or subcontractors in the performance of this Contract.

5.6 - CONTRACT TERM

This Master Maintenance Agreement (the "Contract") is effective beginning the date of the State's signature OR 11/7/2025, whichever is later, 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.

IN WITNESS WHEREOF, the parties have executed this Contract as of the dates below;

For METTLER TOLEDO LLC :

Signed: _____________________________________________________________________

Andreas Weninger, General Manager

For the OHIO DEPARTMENT OF ADMINISTRATIVE SERVICES:

Signed: _____________________________________________________________________

Kathleen C. Madden, Director