MMS2401077_Henry_Schein_CTR077432.pdf

Minnesota Department of Administration

Office of State Procurement 50 Sherburne Avenue, Suite 112 Administration Building, St. Paul, MN 55155

Phone: 651.201.2420

Henry Schein Inc.:

MMS2401077

Prepared on December 13, 2024

MM CAP •

INFUSE • •

Accurate as of May 8, 2025 The most current version https://members.infuse-mn.gov/contract-documents

MMS2401077

Henry Schein Inc.

PREFIX A

Definitions and Acronyms

Are attached and incorporated into the Agreement

Definitions

1. Administrative Fee: Means as defined in Paragraph 9.1.

2. Subcontractors: Reserved

3. Contract(ed) Items (collectively Products and Services):

A. Products: Means all products offered by the Vendor in this Agreement, which are identified in the collective Attachment A’s. For clarity, “Products” does not include Services.

i. Core: Means the group of Products offered by the Vendor identified in Attachment A-1.

ii. Non-Core: Means all other Products (not otherwise excluded under this Agreement) offered by

Vendor.

B. Services: Means all services offered by Vendor or its Authorized Subcontractors identified on Attachment

B. For clarity, “Services” does not include Products.

4. Days: (Not required to be capitalized) Unless otherwise specified in this Agreement, all references to days will be calendar days.

5. Government Unit: Any entity as defined by Minnesota Statute 471.59.

6. Holidays: No Day shall be considered a holiday unless it is listed here: Christmas, New Year’s Eve, New Year’s

Day, 4th of July, Labor Day, Memorial Day, Thanksgiving Day and the day after Thanksgiving.

7. Manufacturer: Means any supplier or entity that develops and/or manufactures any Product.

8. Member: Means an approved MMCAP Infuse State or other Government Unit that has executed a membership application and Member agreement with MMCAP Infuse.

9. Membership: Means the joint power cooperative comprised of the MMCAP Infuse authorized States, Members, and other Government Units.

10. Onboarding Date: Means the Vendor must allow new Members to access to the Agreement within seven (7) days of notice by MMCAP Infuse

11. Onboarding Forms: Means all forms the Member is required to complete before purchasing from the Vendor.

12. Order(ing) System: Means the Vendor document or electronic platform Member utilizes to obtain Contracted Items.

13. Price/Pricing: Means the price that the Vendor has agreed to provide the Products to Members as set forth on the

Attachment A’s and any subsequent amendment to this Agreement.

14. Purchase Order: Means any document formalizing the selection of and scope of Services selected by a Member.

Additionally, this means any form submitted by the Vendor for a Bulk Order (see Paragraph 3.8).

15. State: Means one of the recognized fifty (50) states of the United States of America.

16. Drop Shipment(s) means Products ordered by Member through Vendor and shipped directly to the Member from the Manufacturer.

17. Net Purchase: All purchases of Core Products, Non-Core Products, and Services (excluding returns, credits, Member rebates, late charges, sales or use taxes, freight, shipping and handling charges (if any, unless such charges appear as an invoiced line item), or rush charges) made through Vendor by any MMCAP Infuse Member, including Drop Shipments.

18. Wholesale Acquisition Cost (WAC) Minus: Means a percentage or dollar amount off of WAC.

19. Dental Equipment: Means only those items that fall into Vendor’s major product class codes of 800 (large equipment dental), 826 (digital restoration), 344 (3d printers), 341 (ceramic furnaces) and 845 (hi-tech dental equipment). Additional major product class codes for Dental Equipment may be added to this Agreement by written amendment executed by both parties.

Accurate as of May 8, 2025

AGREEMENT FOR MMCAP INFUSE NO. MMS2401077

THIS Agreement (“Agreement”) is entered into as of the Effective Date by and between the State of Minnesota acting through its Commissioner of Administration (“Minnesota”) on behalf of MMCAP Infuse (“MMCAP Infuse”) and Henry Schein, Inc., a Delaware corporation with an address of 135 Duryea Rd., Melville, NY 11747 (“Vendor”).

Agreement Term:

1. Effective Date: July 1, 2025, or the date MMCAP Infuse obtains all required signatures as required under Minnesota

Statute, whichever is later.

2. Expiration Date: June 30, 2027.

3. The Agreement Term may be extended upon mutual agreement of MMCAP Infuse and Vendor.

AGREEMENT COMPONENTS

The following components are the Agreement; all referenced Prefix and Attachments, are attached and incorporated into this Agreement.

1. Prefix A: Definitions

2. Terms and Conditions: Articles I through XII

3. Attachment A: Products and Pricing

A-1: Core A-2: Discounts and Other Cost Saving Opportunities

4. Attachment B: Services and Pricing

5. Attachment C: Vendor Exclusive Brands

6. Attachment D: Reporting Requirements

7. Attachment E: MN Statutory Language

8. Attachment G: Vendor Return Policy

9. Attachment H: Vendor Recall Policy

10. Attachment I: Terms of Sale

ARTICLE I

PRODUCTS

1.1 Product Categories. The six to eight (6-8) digit United Nations Standard Products and Services Code (UNSPSC) for a Product will establish the default classifications.

1.2 Core. These are Products that are specifically identified on a “line-item” basis on Attachment A-1. The Vendor may add Products to this at any time, however, removals can only occur on an annual basis, except to the extent a Manufacturer discontinues a Product. Once a change has occurred, the Vendor must wait one (1) year from each change date to make further adjustments, except to the extent a Manufacturer discontinues a Product

A. Package Size: All package size offerings for that Product will be considered part of the Core list.

B. “Annual Refresh”: Annually, at a minimum, it is expected that the top fifty percent (50%) (in both unit and dollar volume) of collective Core and Non-Core Products from the previous year will be classified as Core for the applicable upcoming year. MMCAP Infuse will provide Vendor a proposed Core list sixty (60) days in advance. The Vendor may review and appeal items on the list, however the Vendor must provide (i) written justification and supporting evidence; and (ii) alternative product to replace the item on the Core list.

MMCAP Infuse will then review and consider the appeal. A final Core list must be approved by both parties within the sixty (60) days, otherwise the previous year’s Core list will automatically renew for another year or until the parties agree to an updated Core list. Dental Equipment will be considered exempt from the "Annual Refresh" process, though Vendor may choose to include Dental Equipment as Core Products if desired.

i. Historical Sale History. If the Vendor has a historical sale history with MMCAP Infuse and/or the Membership, that will be used to create the initial Core list.

C. Off-cycle Product Additions: The Vendor may add Products to the Core list at any time with fourteen (14) days’ written notice to MMCAP Infuse.

D. Vendor Exclusive Brands: The Vendor understands that a key aspect of their award is the exclusive brands listed in their response. Thus, the Vendor will be required to include all available Products from those brands on the Core list. Subject to any manufacturer discontinuations and availability, failure to do so, or the sale of those brands under Non-Core will be considered a violation of this Agreement. A list is located in Attachment C.

Accurate as of May 8, 2025

1.3 Non-Core. These are all other approved Products in the Vendor’s dental catalog sold to the Membership. These offerings will receive a discount off the disclosed dental catalog price at the time of the Member’s purchase in accordance with Attachment A-2. The Vendor may fluctuate the Pricing and Product offerings as displayed in the Vendor’s dental catalog without notice to MMCAP Infuse.

1.4 Product Preference. Unless there is an unavailability of a Product, the Vendor will not encourage the purchases of Non-Core Products over Core Products; this excludes advertisements and specials directed generally to Vendor customers. On a quarterly basis or as requested by MMCAP Infuse, the Vendor will provide contract compliance reports to monitor purchases of Non-Core products compared to their Core Products equivalents in the Product category. Unless the Vendor can show evidence that there is a lack of availability, at no point should the Non-Core Products exceed fifty percent (50%) of a purchase makeup for Product category for any three (3) month period when there are Core Product equivalents. Both parties understand that purchasing decisions are at the discretion of the Member. If during the Term, the percentage makeup for a Product category where there are Core Product equivalents is not meeting MMCAP’s intended purchase makeup, and such purchase makeup is due to reasons other than lack of availability and Member purchasing decisions, MMCAP Infuse and Vendor will meet and confer in good faith to review the Core Products. To the extent necessary to address the purchase makeup, and upon mutual consent, the Core Products may be adjusted. The compliance formula is found on Attachment D and data received from the Vendor via Table 1, Sales Data Report will be used to review. Dental Equipment as a Product category will not be subject to the compliance formula.

1.5 Product Dating. Unless agreed upon in writing by the Member in advance, all Products will have a shelf life of at least six (6) months.

ARTICLE II

PRICING AND CHANGES

2.1 Notices. All notices under this Article must be sent to: MMCAP_infuse.hpscontracts@state.mn.us.

2.2 Core Pricing Structure. Pricing for Core Products are listed on Attachment A. Vendor must hold pricing for Core

Products firm for six (6) months from the Effective Date. Thereafter, pricing may be changed every six (6) months;

MMCAP Infuse will inform Members of changes within thirty (30) days of execution or effective date, whichever is later.

A. Required Format: All changes must be done in MMCAP Infuse’s required format; an example can be found on Attachment D, Table 4.

B. Package Variations: Per Paragraph 1.2(A), all package sizes for applicable manufacturer and/or Vendor part number will be under the terms of Core Pricing. The Vendor can sell the package sizes with different Pricing, however “per item” basis must remain consistent.

C. Price Reductions: After the Effective Date, Vendor may submit to MMCAP Infuse price reductions but must provide at least fourteen (14) days’ notice to MMCAP Infuse before they can take effect.

D. Annual Refresh: During the Annual Refresh (see Paragraph1.2(B)), Vendor may propose price increases for products remaining on Core or being added to Core. The Vendor must provide at least ninety (90) days’ written notice for any change to take effect.

E. Price Increases: To the extent Vendor receives an increase of Vendor’s Cost greater than ten percent (10%) for any Core Products, Vendor shall have the right to increase the Member purchase price of such Core Products. Additionally, Vendor will have the right to increase the price if the Member purchase price drops below Vendor’s cost. Vendor will provide evidence of said occurrence to MMCAP Infuse; provided however, that Vendor shall not be required to disclose any information subject to confidentiality with a third party. However, to the extent MMCAP Infuse is unable to obtain the confidential information it requires to ascertain such increase, MMCAP Infuse reserves the right to meet and confer before agreeing to such increase. Vendor shall provide MMCAP Infuse with thirty (30) day prior written notice of any such price increase. The pricing for Sublocade is determined by the arrangements between MMCAP Infuse and that Manufacturer, and not subject to the price increase terms of this Agreement. Except as provided for in this Agreement, no fee, percentage, or other cost may be added to the Products purchased under this Agreement unless it has been approved in writing by MMCAP Infuse. In the event Vendor does not notify MMCAP Infuse of an increase, Vendor must honor chargebacks for the most recent previous Price until such time as MMCAP Infuse receives notice of and approves the increase.

2.3 Non-Core Pricing. Pricing for Non-Core Products will be fluid at Vendor’s discretion. However, all Members (at no cost to Member) will be able to view the current Non-Core Product prices and dental catalog/list price in Vendor’s electronic dental catalog in order to easily calculate if the Non-Core Product discount and price adjustments are being applied properly. If the Vendor is unable to display the full list price in the Vendor’s electronic dental catalog, the Vendor will provide the Members and/or MMCAP Infuse with a non-ordering full list price account upon request for auditing purposes. Once Member makes a purchase of the Non-Core Product, Vendor will create an invoice disclosing the price to Member and the Non-Core Product discount applied (more invoice requirements are found

Accurate as of May 8, 2025 in Article III). If Dental Equipment is not able to be displayed within the electronic dental catalog, Vendor must provide Member with the purchase price, the list price, and upon written request of the Member, the Sub Major Product Class Code in writing. Vendor may not process a purchase or order prior to the receipt of the aforementioned estimate or without a Member’s specific approval.

2.4 Service Pricing. Pricing for Services can be found on Attachment B; unless the Attachment states otherwise, the Pricing will be treated as the same as Core Pricing (Paragraph 2.2), with exception of indicated local rates for Services, which are subject to change.

2.5 Competitive Pricing. During the Term, if MMCAP Infuse receives information from any source that the terms or pricing offered under this Agreement are not market competitive, Vendor and MMCAP Infuse will meet and confer in good faith to determine the ongoing competitiveness of the terms and pricing under this Agreement. Vendor reserves the right, when comparing market competitiveness, to use the following in its evaluation: (A) Member’s class of trade; (B) Member’s volume of Products; (C) Member’s payment terms, (D) Member’s number of deliveries, and (E) Member’s number of delivery locations. To the extent necessary to address market-competitive conditions, and upon mutual consent between MMCAP Infuse and Vendor, and such consent is not to be unreasonably withheld by Vendor, applicable terms or prices may be adjusted.

2.6 Member Fees. In the event a Member requires a fee, assessment, and/or additional costs in addition to the Pricing;

the fee, assessment, and/or additional costs must be added on top of the Pricing and/or an adjustment to the discounts must be made so Vendor does not absorb the fee. Vendor must not pay a Member levied fee without first collecting the fee through increased Pricing for the applicable Member. The fees will be set aside and paid to the Member as detailed in a form provided and approved by MMCAP Infuse.

ARTICLE III

ORDERS, DELIVERY, AND PAYMENT; SELECTION OF SERVICES

3.1 Orders. As a condition for purchasing under this Agreement, purchasers must be Members in good standing with

MMCAP Infuse. Vendor may use their own Ordering Systems and Purchase Order Forms. Except to the extent otherwise negotiated for Services and Bulk Orders (see Paragraph 3.8), to the extent that any terms conflict with the terms of this Agreement, the terms of this Agreement supersede. Each Member will be responsible for payment for Contracted Items to the Vendor and MMCAP Infuse will not be liable for any unpaid invoice of any Member.

Vendor agrees to invoice the Members as established in this Agreement.

A. The use of obtaining a Contracted Item from the Ordering System or Purchase Order constitutes a binding contract. All Products furnished will be subject to inspection and acceptance by the ordering entity after delivery in accordance with Vendor’s Return Policy (Attachment G). Backorders, failure to meet delivery requirements, or failures to meet specifications in the Ordering System, Purchase Order, and/or the Agreement authorizes the ordering entity to cancel the order, or any portion of it. If Vendor fails to provide the Contracted Items as set forth in this Agreement, Member may obtain the same or equivalent Product through an alternative vendor. This may be subject to Paragraph 4.1

B. Order System minimum requirements. At a minimum, the Order System must (i) have the outlined capability and (ii) display the following for each Product in the dental catalog offerings to the Membership.

i. Capability:

a. Secure login/user name and payment processing;

b. Provide a PDF invoice to the Member within twenty-four (24) hours of a confirmed order;

c. Product substitution search option;

d. Product inquiry search option;

e. Auto-backordering; and

f. Show cost-saving opportunities/alternatives.

ii. Display:

a. Product name and picture;

b. Manufacturer product number;

c. UNSPSC;

d. Product description;

e. NDC/UPC;

f. Manufacturer name;

g. Packaging size;

h. Price for package/dose size and per item basis; and

i. If only available by “drop-shipment” (if applicable).

C. Vendor will provide MMCAP Infuse with at least one login and password to access and view Vendor’s Ordering System and/or online dental catalog it displays to the Membership. During the Agreement, if MMCAP Infuse requests the Vendor to provide live dental catalog Pricing electronically to MMCAP Infuse’s technology infrastructure, Vendor will do so without any cost assessed to MMCAP Infuse.

Accurate as of May 8, 2025

3.2 Product Substitution. In the event the Products covered by this Agreement are not available at the time of order placement, Product substitution will only be permitted upon the written consent of the Member. In the notification, the Vendor will inform the Member the reason the requested Product is not available and suggest possible substitutes. Vendor may suggest any self-manufactured or its private label Products and at least one brand label Product.

A. Reporting: Vendor will provide a monthly report to MMCAP Infuse covering all orders that had an item replaced or not fulfilled during the previous month, in a form similar to the reporting requirements listed on Attachment D, Table 2 (subject to Vendor system capabilities) and must be delivered to:

mmcap_infuse.hpscontracts@state.mn.us.

3.3 Termination of Individual Orders. Members may terminate, immediately or as identified by Member, individual orders in whole or in part, upon written notice to Vendor upon the occurrence of any of the following events:

A. The Member fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for Contracted Items to be purchased;

B. Federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of the Contract Items are prohibited, or the Member is prohibited from paying for the Contracted Items from the planned funding source; or

C. Vendor commits any material breach of this Agreement.

Upon receipt of written notice of termination, Vendor will stop performance under the Agreement as directed by the Member. If a standing order is terminated, the Member must pay Vendor in accordance with the terms of this Agreement for goods delivered and accepted by the Member.

3.4 Jurisdiction and Venue of Orders. As it applies to purchases made by a Member, nothing in the Agreement will be construed to deprive the Member of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions, or limitations of liability applying to this Agreement or afforded by the Member’s law.

3.5 Shipment for Products. Vendor must distribute and deliver the Products covered under this Agreement to all Members, including the states of Alaska and Hawaii. If the Member account is in good standing, the Vendor will at no time, refuse to deliver to any Member without the prior written approval by the Member and MMCAP Infuse except based on payment failure. Delivery for Products under this Agreement shall be FOB Destination unless otherwise agreed to by Vendor and Member in a Purchase Order. Unless otherwise stated within this Agreement, Vendor will not add any fuel, shipping, or handling surcharges to the purchase under this Agreement.

Notwithstanding the foregoing, emergency orders, rush orders, and products dropped shipped from Vendor’s contracted supplier, are subject to an added shipping and handling charge determined by Vendor and disclosed to in writing Member before a purchase is made.

A. Fees: All Members are eligible to receive deliveries during normal workdays five (5) business days (Monday-Friday) with no ordering minimums.

B. Delivery Schedule: Upon request from Member, Vendor will work with Member to establish a routine delivery schedule. Delivery for stock items will occur within three (3) days, from the date the Product is ordered; this includes the Vendor’s processing window. It is understood that deliveries to Alaska or Hawaii may take longer. All expedited deliveries will be made next day, or on the next scheduled delivery day (excluding Alaska and Hawaii), unless communicated otherwise. If there is a Holiday during the ordering process, the Vendor shall have one additional day per Holiday day.

i. Cut-off Time. Vendor’s daily order cut off time will be 4:00 PM local time to the Member.

C. Damaged Products: All damaged Products will be reported to Vendor’s customer service department pursuant to Vendor’s returns policy on Attachment G and applicable credits will be issued pursuant to such policy.

D. Lost Products: All lost Products will be reported to Vendor’s customer service department pursuant to Vendor’s returns policy on Attachment G and applicable credits will be issued pursuant to such policy.

Vendor will issue credit within ten (10) days of notification of lost Product; alternatively, re-shipment of missing Product will occur immediately after notification.

E. Special Conditions for Products: If applicable to the Products offered under this Agreement, Vendor will maintain appropriate temperatures and environmental conditions in accordance with Manufacturer requirements for delivery of the Products to the Members. All refrigerated Products will be shipped in returnable coolers or disposable coolers with appropriate packaging to maintain the required temperature range. Products requiring refrigeration will be clearly marked as such. Temperature monitors will be used if they are required by the Manufacturer. If Member refuses Products that have been inadequately packaged, the Member will notify Vendor’s customer service department to log the complaint. Any costs associated with the return of Product due to improper packaging or transport will be pursuant to Vendor’s returns policy on Attachment G.

3.6 Emergency Orders. Reserved.

3.7 Drop Shipment. The Vendor will act as a conduit to expedite and simplify the ordering and payment of drop shipped

Products directly from a Manufacturer. All fees associated with drop shipments are in accordance with Paragraph 3.5, Shipment for Products.

Accurate as of May 8, 2025

3.8 Bulk Orders/Price Inquiries. A “Bulk Order” is an order that substantially exceeds a typical order size from a Member for a particular Product. in dollar value. It is expected that the Vendor will provide a “volume” discount on Bulk Orders; however, the Vendor may negotiate with each Member any discount, a reasonable shipping fee and shelf life as part of the proposal, which may be documented with a Purchase Order. Vendor will provide MMCAP Infuse with a report summarizing Bulk Orders. The format and cadence is to be mutually agreed. Once a Bulk Order request is submitted to the Vendor, the Vendor must respond with a proposal within five (5) days.

A. The proposal from the Vendor will hold firm for thirty (30) days.

B. A Member will be required to provide the Vendor its MMCAP Infuse ID and billing address for the Vendor to process the request.

3.9 Delivery for Services. Delivery for Services will be in accordance with the Attachment B and Purchase Order.

3.10 Invoicing. Vendor will submit an invoice with each order.

A. Invoice Fields: At a minimum, Vendor’s invoice will contain the following fields:

i. Member name and Vendor-assigned account number for the Member;

ii. Invoice line number and Member’s order number (Member must provide an order number at the time of order for this to appear on Vendor’s invoice);

iii. Bill to and ship to address;

iv. Invoice date;

v. Vendor’s SKU item number, Contracted Item name/description and packaging as associated with

NDC/UNSPSC number (if applicable to this Agreement);

vi. Unit price, quantity ordered, quantity shipped, extension (unit price multiplied by the quantity shipped), and total invoice price; and

vii. Applicable omit codes (e.g., manufacturer backorder, manufacturer discontinued, etc.).

B. Invoice Rounding: All Pricing should be to the second decimal spot. Vendor and MMCAP Infuse (as applicable) each agree to round down if the third digit after the decimal is four (4) or less. Vendor and MMCAP Infuse (as applicable) each agree that any rounding will occur at the Member invoice unit price.

C. Invoice Disputes: Member will notify Vendor of any known dispute with an invoice within fifteen (15) days from receipt of the invoice. If all or a portion of the disputed invoice is found to be in error, Vendor shall issue a credit and/or adjust the original invoice to the Member appropriately and provide a corrected invoice.

Where the above is prohibited by a Member state’s applicable law(s), the Vendor shall comply with requirements of that state’s law(s) related to disputed invoices. Vendor will make a good faith effort to resolve known disputes related to Agreement pricing within thirty (30) days of notice of the dispute. This clause will in no way be deemed a limitation on the parties, as it relates to the future auditing and/or correction of invoices.

i. In the event that applicable state law mandates set-off by a Member, such set-off rights shall be exercised only to the extent expressly set forth in the applicable statute.

3.11 Payment Terms. Members will pay the Vendor within thirty (30) days of the date of the invoice, provided it is sent electronically to the Member within five (5) days of the Member receiving the purchase. If not, payment will be due within thirty (30) days of the Member receiving the invoice.

3.12 Conditions of Payment. Members may withhold payment for Product purchases found to be in violation of federal, state or local laws to the extent such violation of laws was caused by Vendor.

3.13 Payment Method. Vendor will accept check, Automatic Clearing House (ACH), Electronic Funds Transfer (EFT), credit card, or P-Card as a payment method and Member will start this process with its financial institution.

3.14 Federal Funds. Payments under this Agreement may be made from federal funds. The Vendor is responsible for compliance with all federal requirements imposed on these funds and accepts full financial responsibility for any requirements imposed by the Vendor’s failure to comply with federal requirements.

3.15 Credits and Rebills. Vendor will process credits and rebills as notifications are received from a Member and after Vendor conducts a review and determines the notification is accurate, Vendor will use commercially reasonable efforts to ensure the review shall take no longer than forty-five (45) days. In the case of an invoice dispute, Vendor will promptly issue credits/rebills, after the Dispute Resolution process set forth in this Agreement.

A. Vendor credits are valid until they are refunded, or the account has used payment.

B. In the event of a facility closure, or other extreme event where the Member will not be making another purchase through Vendor, the Member may cash out its credit(s).

C. The Vendor will take all commercially reasonable steps to ensure that credits are applied on a timely basis.

D. Vendor’s credit memo will contain, but is not limited to the following information:

i. Original order number and invoice number;

ii. Itemized listing of the Contract Items affected;

iii. Any new invoices associated with the credit; and

iv. Net credit amount available to the Member.

E. Vendor’s rebill memo will contain, but not limited to the following information:

i. Original purchase order;

ii. Original Vendor invoice number;

Accurate as of May 8, 2025

iii. Itemized listing of the Product(s) affected;

iv. Credit memo associated with the rebill; and

v. Reason(s) for the rebill (e.g., manufacturer chargeback denial, pricing error, etc.).

3.16 Price Audits and Corrections. In the event of a Pricing error that is attributable to the Vendor, Vendor agrees to process credit/rebills for the past twelve (12) calendar months in the Member’s favor. After the review of any such error and it is found that a correction needs to take place, Vendor will have ten (10) business days to process credit/rebills that would result in the Member paying more than originally charged. When a Member or MMCAP Infuse discovers an error in pricing, they will notify Vendor. Vendor will research all Members affected by the error and will process credit/rebills to the affected Members for the time period of the error until it is resolved.

3.17 Member Punchout Systems: Members may submit a request to a Vendor to connect their ordering system through an electronic data interchange, also referred to as a “Punch-out System.” The Vendor may consider connecting to said system and load information related to this Agreement. However, all costs associated with setting up the system will be paid by the requesting Member(s). The Vendor will not pass along any direct or indirect costs relating to the system directly or indirectly (i.e., reflected in increased Pricing) to the rest of the Membership. If there is a conflict between this Agreement and a Punch-out System, such as in the case of Product Offerings and Pricing, this Agreement will supersede.

A. Attachment: Unless otherwise agreed in writing by all parties, the default presumption is that all users of the Punch-Out System will be attached to this Agreement, and those purchases will be reported to MMCAP Infuse. By the tenth (10) day of the month, both the Vendor and Member will send reports to MMCAP Infuse regarding the usage of the Punch Out System for purchases made through this Agreement. The reporting requirements are on Attachment D, Table 3. If through those reports, it is found that a user has not completed an MMCAP Infuse Membership Agreement and does not have an MMCAP Infuse ID, both the Member and Vendor will assist MMCAP Infuse in completing the registration process. If the user fails to complete the registration process with MMCAP Infuse within ninety (90) days, the Member and Vendor will cut off the user from receiving the MMCAP Infuse benefits received under this Agreement, such as Pricing and access to Contracted Items.

B. Failure to Update Punch-Out System: If a Member fails to update its Punch-Out System within five (5) days of written notice from Vendor, Vendor must communicate to Member the start of an additional fifteen

(15) day cure period. If Member fails to cure, Vendor may cut off Member from receiving the MMCAP Infuse benefits received under this Agreement, such as Pricing and access to Contracted Items.

3.18 Individual Member Selection of Services. Due to the individuality and customization each Member requires for Services, the Vendor and Member will document the selection of Services and the Pricing through a Purchase Order (contents of or type of form is at Vendor’s sole discretion, except that form shall not conflict with terms dictated by Attachment B) by referencing the options on Attachment B. Services that are outside the scope of this Agreement must first go through MMCAP Infuse’s review and approval process to be considered part of this Agreement. Vendor will meet with MMCAP Infuse to determine if it’s appropriate to add the Service to Attachment B for the entire Membership. If the Vendor (or its Subcontractors) need to perform work outside the agreed upon parameters in the Purchase Order, the Vendor must obtain prior written approval from the Member. The Vendor will be responsible for fixing and covering the costs for any damage and contingencies not addressed and described in the Purchase Order.

ARTICLE IV

SUPPLYING AND AVAILABILITY

4.1 Product Outages. For Core Products, it is the responsibility of the Vendor to maintain sufficient inventory levels for all Products to meet the foreseeable needs of the Members. It is expected that the Vendor will be able to fulfill purchase volume of 98% of a Members’ previous quarter’s volume (“Fill Rate”). If Vendor does not meet the Fill Rate three (3) times or more in the calendar month due to a Vendor-created stock outage, it will be considered a failure to perform by the Vendor. The Vendor agrees to utilize the following process in the event of a backorder situation due to a Vendor-created stock outage.

A. Immediate Notification. Vendor’s Ordering System will provide notice within twenty-four (24) hours to the Members of any Products covered by this Agreement that the Vendor has placed on backorder via Vendor’s online ordering system. Dental Equipment backorders may not appear in the online ordering system, but will be subject to written requests for backorder notifications. Upon written request, Vendor’s backorder notification will include:

i. Products placed on backorder status;

ii. Expected timeline of the backorder;

iii. Reason for the stock outage; and

iv. How the Vendor intends to resolve the backorder situation.

B. Substitution. If Member consents, Vendor may offer like-kind Products as the out-of-stock product. In the event of a backorder situation for Core due to a Vendor-created stock outage, if no acceptable substitution

Accurate as of May 8, 2025 can be offered, the Member may purchase the same or equivalent Product from an alternative MMCAP Infuse vendor, or if unavailable through an alternative MMCAP Infuse vendor, Member may purchase an alternative equivalent Product on the open market, including retail, for the period in which the Vendor is unable to provide the Products. Vendor will reimburse for up to 150% of excess costs (including shipping and third-party fees) over the Pricing of this Agreement sustained by Member should Member be required to purchase on the open market via a credit within thirty (30) days of receipt of the claim. Vendor must pay claims directly to the Member within thirty (30) days of receipt of the claim. The Member has the right to charge, and Vendor agrees to pay, a late fee equal to the statutory maximum allowable percentage per month of the amount of any claim not paid within such time frame.

C. Exclusions. The following exclusions apply to Paragraph 4.1 and Vendor will be exempt from this Paragraph 4.1 if any are applicable. For the avoidance of doubt, stock outages due to any reason listed herein will not be considered a Vendor-created stock outage.

i. Force Majeure: Force Majeure, as identified in Paragraph 5.4;

ii. Manufacturer created shortages and delays, such as discontinuances and backorders;

iii. Custom or specialty product orders;

iv. Drop Shipments;

v. Products not stocked by the Vendor;

vi. Orders exceeding 120% of a Member’s average monthly quantity purchased; and

vii. Products where supply is controlled government entity.

4.2 Product Discontinuation. If the Vendor unilaterally assigns, discontinues, or deletes a Core Product during the

Agreement, Vendor must provide written notice to MMCAP Infuse at least sixty (60) days prior. If the Vendor removes the item, the Vendor will honor Pricing until the inventories are depleted or an agreed upon removal date.

If inventory is depleted prior to the end of the sixty (60) day period, Paragraph 4.1 will apply.

4.3 Products Returned to the Vendor. Vendor will accept returns in accordance with its returns policy on Attachment G. IF any law, regulation or the language in this Agreement conflict with the policy, then the policy is subordinate.

4.4 Product Recalls. Vendor’s Recall Procedures and Policies are set forth in Attachment H. If any Product covered by this Agreement requires modification, is removed, or recalled by the Vendor and/or an applicable Manufacturer or government entity, then Vendor shall comply with its recall policy on Attachment H and use commercially reasonable efforts to notify MMCAP Infuse within three (3) business days of any recall impacting Members. Vendor agrees to comply with any process mandated by the FDA, or any other regulatory body if applicable, and will address the recall with each Member. Members will not incur costs for Product returns related to recalls, the Vendor will issue credit for recalled Product.

4.5 Backorders. Vendor must provide written notice of all Product backorders expected to last longer than thirty (30) calendar days and/or inability to supply situations to MMCAP Infuse within twenty-four (24) hours of the knowledge of the situation. Notices must include the reason(s) for and the expected duration of the issue.

4.6 Failure to Provide Service. If Vendor fails to provide the Services as set forth in this Agreement, and such failure is due to Vendor’s actions or inactions and not due to a Member’s failure in scheduling, part delivery, utility or building installations, and/or purchase order requirements. Member may obtain the same or equivalent Service through an alternative MMCAP Infuse vendor. If an MMCAP Infuse vendor cannot provide Member the Services required, the Member may obtain the Service on the open market, including retail, for the period in which the Vendor is unable to provide the Service. The Vendor will reimburse for up to 150% of excess costs (including shipping and third-party fees) over the Pricing of this Agreement sustained by Member via a credit within thirty (30) days of receipt of the claim.

A. Authorized Subcontractors. If the Vendor wants to change any Authorized Subcontractors during the Agreement Term, the Vendor must provide at least thirty (30) days’ notice. Additionally, if the Vendor or Authorized Subcontractor changes any forms it requires the Members to sign to obtain the Service, the Vendor must provide the new forms to MMCAP Infuse with thirty (30) days advance notice.

B. Exclusions. The following exclusions apply to this Section 4.6 and Vendor will be exempt from this Section 4.6 if any are applicable. For the avoidance of doubt, Vendor failure to provide Services due to any reason listed herein will not be considered a Vendor-created failure to provide Services.

i. Force Majeure: Force Majeure, as identified in Paragraph 5.4; and

ii. Manufacturer created shortages and delays, such as discontinuances and backorders of parts or certifications.

iii. Servicing of custom or specialty Dental Equipment or parts therefore.

iv. Drop Shipments of parts for Dental Equipment.

v. Service orders exceeding 120% of a Member's average monthly service volume, averaged over the previous twelve (12) months.

vi. Parts or other matters where supply is controlled by a government entity.

ARTICLE V

TERMINATION, CANCELLATION, AND REMEDIES

5.1 Cancellation. Either party may cancel this Agreement any time, without cause, upon thirty (30) days’ written notice to the other party. In the event of such a cancellation, the Vendor will be entitled to payment by the Membership, determined on a pro rata basis, for Contracted Items satisfactorily delivered or Services satisfactorily performed.

5.2 Termination for Cause. Except to the extent that the breach is subject to Paragraph 5.6, Failure to Perform, either party may terminate this Agreement at any time on the basis the other party breached this Agreement. For breaches not subject to Paragraph 5.6, Failure to Perform, the moving party must provide written notice to the other party, which upon receiving, the other party has sixty (60) days to cure the defects (the “Cure Period”). If upon expiration of such Cure Period, the breaching party has not cured the defects, the moving party may terminate this Agreement after ten (10) subsequent days.

5.3 Termination for Insufficient Funding. MMCAP Infuse may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the Contracted Items covered here. Termination must be by written or electronic mail notice to the Vendor. MMCAP Infuse is not obligated to pay for any Contracted Items that are provided after notice and effective date of termination. However, the Vendor will be entitled to payment, determined on a pro rata basis, for Contracted Items satisfactorily performed to the extent that funds are available. Minnesota will not be assessed any costs, fees, or other charges if the Agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. MMCAP Infuse must provide the Vendor notice of the lack of funding within a reasonable time of MMCAP Infuse receiving that notice.

5.4 Force Majeure. A party will not be considered in default in the performance of its obligations in the Agreement to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot or other catastrophes beyond the reasonable control of the party. Force majeure will not apply to the extent that the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party claiming excuse of performance under this provision must provide the other party prompt written notice of the failure to perform, take commercially reasonable efforts to mitigate the damages caused to all parties, and take all necessary steps to bring about performance as soon as practicable.

5.5 Breach. In the event of a breach of this Agreement, MMCAP Infuse and Members reserve the right to pursue any other remedy available by law. Vendors may be removed from Minnesota’s vendor list; suspended; or debarred from receiving a contract for failure to comply with terms and conditions of the Agreement.

5.6 Failure to Perform. MMCAP Infuse will provide an initial notice to the Vendor that there is a violation under one of the following categories. The Vendor will have thirty (30) days to rectify the issue (the “Cure Period”). In the event Vendor does not cure the violation within the Cure Period, MMCAP Infuse will provide notice of its intent to exercise its right to charge the following fees, the date it intends to start, and the reason why, and the following fees shall be paid by Vendor moving forward from the date the Cure Period started (subject to the Failure to Perform Cap, defined below) upon receipt of an invoice from MMCAP Infuse:

A. Reports. In the event that any reporting requirements and/or data provided by the Vendor, required pursuant to the terms of this Agreement, contains incorrect data, incomplete data, or no data, and such event is material or causes harm to MMCAP Infuse’s ability to conduct business or its governmental purpose, Vendor will pay the following to MMCAP Infuse: $500/day, until resolved.

B. Late Administrative Fee Payments. As provided for in statute for late payments to the State of Minnesota.

C. Notices and Signatures. If the Vendor fails to provide notice or signature as provided for in this Agreement, and such failure materially impacts MMCAP Infuse’s ability to conduct business or its governmental purpose, the Vendor will pay the following to MMCAP Infuse: $20/day, until resolved.

D. Excess Non-Core sales. If Non-Core sales make up over seventy-five percent (75%) of a Product category when there are available Core Products: $10,000/per Product category violation for each time period.

E. Adding and Removing Members (Attachment). Every time the Vendor fails to meet the timeline requirements in this Agreement to add or remove a Member’s eligibility to purchase Contracted Items, Vendor will pay: $500/per violation.

F. Numerous instances of failure to provide Service, Product outages, late deliveries. Anytime MMCAP Infuse has to notify and question a Vendor regarding instances of them violating Paragraphs 3.5, 4.1, and 4.6, more than three (3) times during a rolling twelve (12) month period, the Vendor will pay: $1,000 per each subsequent violation.

G. Application of Fees. The application of the amounts herein shall not excuse Vendor’s performance obligations as set forth in this Agreement, nor will it waive any rights of MMCAP Infuse or Members to seek any and all available legal and equitable remedies. Vendor acknowledges that the fees set forth above are not penalties, but rather seek to make MMCAP Infuse and Members whole for any failure of performance by the Vendor, as based upon good faith estimates.

Accurate as of May 8, 2025

H. Failure to Perform Cap. The total aggregate fees that may be due and payable by Vendor to MMCAP Infuse, each month, shall not exceed $10,000 per Failure to Perform, and not exceeding $25,000 in the aggregate of subparagraphs.

I. Return of Fees and Termination for Convenience. If it is determined by a court of competent jurisdiction that MMCAP Infuse’s alleged violation was in error or not the fault of Vendor, MMCAP infuse will promptly return any fees paid by Vendor and any resulting termination will be considered a termination for convenience.

ARTICLE VI

MEMBERSHIP

6.1 Onboard, Transition, and Implementation. If the Vendor requires additional paperwork for Members to acquire the Contracted Items, Vendor will work with MMCAP Infuse and Members to determine the appropriate steps and schedule for an onboard and transition.

6.2 Membership Listing. MMCAP Infuse will provide Vendor a complete listing of the Membership which the Vendor is expected to actively utilize to verify Member status. MMCAP Infuse reserves the right to add and remove Members during the Agreement Term.

A. New Members. The Vendor must allow new Members to access the Agreement by the Onboarding Date.

MMCAP Infuse will provide Vendor with online access to its Membership list, which is updated daily.

MMCAP Infuse will send Vendor a monthly e-mail with instructions on how to obtain the Membership list.

B. Removing Members. Vendor shall have the right to remove any Member that notifies Vendor it no longer wishes to participate under the terms of this Agreement. However, if the Member is purchasing through a Government Unit operated Punch-Out System or an MPA, Vendor will provide MMCAP Infuse written notification to mmcap_infuse.hpscontracts@state.mn.us at least five (5) business days prior to removal while MMCAP Infuse determines if the requesting Member has authority to remove itself from MMCAP Infuse. Vendor will provide MMCAP Infuse a disconnect report for all Members that are removed.

6.3 Membership Eligibility. Upon request, Vendor will send an electronic eligibility list identifying which Members are eligible for pricing to MMCAP Infuse.

A. In order for a Member to be considered eligible, Member must notify Vendor in writing of their desire to participate in this Agreement.

6.4 Member Attachment. Vendor will ensure Members who wish to access this Agreement are attached to the Agreement for all Contracted Item purchases made by Member. Upon request of MMCAP Infuse, Vendor must verify only the Membership has access to the Pricing and Contracted Items. If a Member selects a different group purchasing organization/collective or decides not to participate in the Membership of MMCAP Infuse, the Vendor will immediately suspend access to the MMCAP Infuse’s catalog to that Member and notify MMCAP Infuse within five (5) business days.

A. When Vendor notifies MMCAP Infuse in accordance with Paragraph 6.4, Vendor will provide the following:

i. Customer Name;

ii. MMCAP infuse ID;

iii. Vendor ID (if applicable);

iv. Date attached or detached from MMCAP Infuse;

v. Address;

vi. City;

vii. State;

viii. Phone Number; and

ix. GLN (if applicable).

6.5 Non-Solicitation. During the term of this Agreement, Vendor will not solicit any Members or prospective Members to enter into or negotiate a separate contract or agreement for the same or substantially equivalent Products and Services offered in this Agreement without MMCAP Infuse’s prior written consent. Vendor is not prohibited from responding to a request for proposals issued by a Member that may include Products and Services covered by this Agreement and entering into a separate contracts relating thereto. However, if the Vendor uses MMCAP Infuse and/or this Agreement as a vehicle to those responses, those sales will still be considered sales under this Agreement and reported and paid an Administrative Fee as outlined in Article IX.

6.6 DEA License/HIN. Unless the Member purchases a controlled substance, the Vendor may not require that a Member have a Drug Enforcement Administration number assigned to it in order to be eligible for contracted prices.

The Vendor may require a Health Industry Number from Member, which MMCAP Infuse will work with the Member to obtain.

6.7 Product Use. All items acquired by Members under this Agreement are purchased for consumption in traditional governmental functions and not for the purpose of competing against private enterprise.

6.8 MPA. In order to use this Agreement, some States will require jurisdiction-specific paperwork or statutory language to establish a statewide contract for Members. These are separate from Purchase orders; these are addendum to

Accurate as of May 8, 2025 this Agreement to provide for laws specific to a State jurisdiction. If these circumstances exist, the Vendor will work with MMCAP Infuse and applicable State to prepare an MPA to set forth the additional or altered terms and conditions.