MMA7499_AMD_5_Renewal_Corrected_Fully_Executed.pdf

Revvity Health Sciences, Inc. MMA7499, Amendment 5 and Assignment, Delegation, and Renewal Page 1 of 6

Version 7/23

MASTER MAINTENANCE AGREEMENT (MMA7499)

AMENDMENT 5

AND

ASSIGNMENT, DELEGATION, AND RENEWAL

This Amendment 5 and Assignment, Delegation, and Renewal of contract #MMA7499 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”), PerkinElmer Health Sciences, Inc. (the “Contractor”), and Revvity Health Sciences, Inc. (the “Assignee”). This Amendment changes the terms of Master Maintenance Agreement #MMA7499 (the “Contract”).

WHEREAS, the State and Contractor entered into the Contract on September 29, 2014 and

WHEREAS, Contractor has requested the State to consent to its assignment of its rights under the Contract and its delegation of its duties under the Contract to Assignee; and

WHEREAS, the State, Contractor, and Assignee determined that an amendment is necessary to address certain revisions to the Contract.

NOW, THEREFORE, the parties agree as follows:

ASSIGNMENT

The State consents to the assignment, subject to the following conditions:

1. Both Contractor and Assignee release and hold the State harmless from and against all claims based on the State having made or making payments under the Contract to the wrong party.

2. Both Contractor and Assignee agree to provide the State with prompt notice of any payment made to the wrong party and to return the full amount of any payment made to the wrong party to the State.

3. Contractor’s right to payment under the Contract is fully extinguished.

4. Assignee agrees that its right to receive payment is contingent on its proper performance under the Contract and that Assignee will have no greater right to receive payment than Contractor would have had absent this Assignment and Delegation.

5. This Assignment and Delegation is not a Novation to the Contract.

DELEGATION

The State consents to the delegation, subject to the following condition:

1. The State reserves all defenses and claims under the Contract and continues to hold Contractor responsible under the Contract for any inadequate or failed performance of the duties under the contract.

AMENDMENT

As of the effective date of this Amendment, the Contract is amended as follows:

1. Any reference to “Contractor” in the Contract will mean Revvity Health Sciences, Inc.

2. In the Definitions, Section G is deleted in its entirety and replaced with the following:

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G. The term of this Contract is from July 1, 2014 (“Commencement Date”) to September 30, 2025 (“Expiration Date”).

3. Section 38, Governing the Expenditure of Public Funds on Offshore Services (EO 2011-12K), of the Contract is deleted in its entirety and replaced with the following:

38. PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES.

No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State Data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained.

Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company.

Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition. During the performance of this Contract, if the Contractor changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

4. The eProcurement section is deleted in its entirety and replace with the following:

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

5. Section 6, Contractor Revenue Share, is deleted in its entirety and replaced with the following:

REVENUE SHARE

The Contractor must pay a fee to the State to cover the estimated costs the State will incur administering this Agreement and the Services offered under it (“Revenue Share”).

The Contractor must pay the State a share of the sales transacted under this Agreement.

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 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 Agreement to cover the cost of the Revenue Share.

The Contractor must remit any amount due as the result of a quarterly or closeout report at the time the quarterly or closeout 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 Agreement number (#), total report amount, and reporting period covered.

https://procure.ohio.gov/pdf/EO2022-02D/04-Affirmation%20and%20Disclosure%20Form_3-4-22.pdf https://procure.ohio.gov/pdf/EO2022-02D/04-Affirmation%20and%20Disclosure%20Form_3-4-22.pdf

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Contractor shall 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 (which includes a processing fee), using the instructions below.

Check remittance: Make checks payable to “Treasurer, State of Ohio” and submit payments and usage reports to the following address(es):

Department of Administrative Services L-3686 Columbus, Ohio 43260-3686

For same day or overnight deliveries, use the following:

Huntington National bank Attn: L-3686 5555 Cleveland Ave.

Columbus, Ohio 43231

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 setoff any unpaid Revenue Share from any amount owed to the Contractor under this Agreement 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 Agreement, and the State may terminate this Agreement for cause and seek damages for the breach.

The Contractor’s contact person for the Revenue Share will be:

Name: Lara Moeller Address: 68 Elm Street, Hopkinton, MA 01748 Phone: 937-470-1545 Email: lara.moeller@revvity.com

6. Add the following new sections:

Amendments – Waiver

Amendments. No change to any provision of this Contract will be effective unless it is in writing and signed by the parties to the Contract. However, the State may document non-material changes in writing and provide notice to the Contractor. Unless specifically provided otherwise in this Contract or agreed to in writing by the Contracting or Ordering Agency, no terms or conditions included on a Contractor’s quote or ordering document will be valid or enforceable against the State and are specifically excluded from this Contract. Further, no “click-through,” “shrink-wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the Contractor and the State, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any party’s “acceptance” of those terms by electronic means. No State employee has the authority to modify, amend, or supplement this Contract through electronic means.

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Waiver. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Contract will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

Legal Representation and Rights. The Ohio Attorney General is the chief law officer for the State of Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has the authority to appoint outside legal counsel to represent the State. Contractor agrees that any provisions in this Contract or any documents incorporated by reference that provide or allow for outside legal representation to defend or settle claims on behalf of the State or provide for a third party to have sole control of a defense or settlement of a claim do not meet the requirements of state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in writing by the State, any provisions that require or provide for a waiver of any legal rights, remedies, or litigation defenses (i.e., waiver of a jury trial) do not meet the requirements of state law and are considered stricken.

Statute of Limitations. Statutes of limitations generally do not apply to actions brought by the State and any such provisions in this Contract or in any documents incorporated by reference are considered stricken.

This Amendment shall become effective as of October 1, 2023 and shall remain in full force and effect for the term of the Contract. Except as modified by this Amendment, all other terms, conditions and pricing of the Contract shall remain the same and in full force and effect.

(signatures on next page)

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IN WITNESS WHEREOF, the parties have executed this Amendment on the dates appearing below.

PERKINELMER HEALTH SCIENCES, INC. OHIO DEPARTMENT OF ADMINISTRATIVE

SERVICES

By: ________________________________ By: ____________________________________

Name: MaryLynne Hartl Name: Kathleen C. Madden

Title: Senior Contract Administrator Title: Director

Date:_______________________________ Date: __________________________________

____04-3361624__________

FEDERAL TAX I.D. NUMBER

REVVITY HEALTH SCIENCES, INC.

By: ________________________________

Name: MaryLynne Hartl

Title: Senior Contract Administrator

Date: ______________________________

_04-3361624____________

FEDERAL TAX I.D. NUMBER

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SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

5 Pending

Contract Renewal for SFY24-25, Assignment and Delegation: Change name from PerkinElmer Health Sciences, Inc. to Revvity Health Sciences, Inc. and updates to the following sections: Revenue Share Section, OhioBuys, Prohibition of Expenditure of Public Funds for Offshore Services and Amendments-Waiver, Legal Representation and Rights and Statute of Limitations.

4 09/23/2021 Contract Renewal for SFY22-23.

3 09/24/2019

Contract Renewal for SFY20 – 21 and updates to the following sections: Equal Employment Opportunity, Boycotting, Registration with the Secretary of State, Prohibition of Expenditure of Public Funds for Offshore Services, eProcurement and Attachment A Removal.

2 06/20/2017 Contract Renewal for SFY18 – 19 and updates to the following sections: Governing The Expenditure of Public Funds on Offshore Services (EO 2011-12K) and Boycotting.

1 10/05/2015

Contract Renewal for SFY16 – 17 and updates to the following sections: Equal Employment Opportunity, Ohio Ethics Laws and Limits on Political Contributions, Security & Safety Rules, Governing The Expenditure of Public Funds on Offshore Services (EO 2011-12K), Registration with the Secretary of State and Independent Contractor Acknowledgement.