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HomeMy WebLinkAbout2025-249-E-AMS-Henry Schein Inc-Whitted Dental Replace VacStar 50 Twin Pump SystemRevised 01/24 1 [Departmental Use Only] TITLE Dental Vacstar 50 FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 10th day of June, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Henry Schein, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Purchase & Install New VACStart 50 Twin Pump System ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide and install new VACstar 50 Twin Pump System in the Whitted Dental Clinic. 4. Duration of Services a. Term. The term of this Agreement shall be from June 10, 2025 to October 31, 2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be August 15, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Seven Thousand, Six Hundred Forty-Two Dollars ($7,642.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 5 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:A. Barnes Henry Schein, Inc. P.O. Box 8181 135 Duryea Rd Hillsborough, NC 27278 Melville, NY 11747 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY:PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Printed Name and Title Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 ES 6/2/2025 6/5/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Henry Schein Inc Vendor Contact Person: Emily Farrell (emily.farrell@henryschein.com) Phone: 919.740.5753 Address: 135 Duryea Rd City Melville State: NY Zip: 11747 Department: AMS/OCHD Amount: 7,672.00 Purpose: Whitted Dental Replace VacStar 50 Twin Pump System Budget Code(s): 61370035-892000- 30012 Vendor # 68543 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 06/15/2025 End Date 10/31/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 30012) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 6/2/2025 6/5/2025 6/5/2025 6/5/2025 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Qty Manufacturer Item Code Description Retail Price Price Total Subtotal: Shipping & Handling: ESTIMATED TAX: Total: Deposit: Balance Due: QUOTE# Date: Acct No: Estimated Install Date: Field Sales Consultant: Sales Specialist: Sales Specialist: Installation Address: Bill To: City: State: Zip: Address: Phone: Fax: City: State: Zip: Deliver To: Henry Schein Dental Phone: Fax: City: State: Zip: Email: Phone: Fax: Special Instructions Page {CurrentPage} of {TotalPages} terms APPLIED CUSTOMER DISCOUNT: Address: X X Purchaser’s Signature Date Sales Specialist Date Prices are in effect until Acceptance by Henry Schein Dental Date Payment Terms: Minimum 10% deposit required to initiate order (excluding government customers). Balance to be paid on delivery, and Customer must take delivery within three months of Estimated Install Date above. Excluding applicable terms from other applicable contract. THIS ORDER IS SUBJECT TO HENRY SCHEIN DENTAL EQUIPMENT TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS AND CONDITIONS PROVIDED WITH PURCHASES HEREUNDER, AND THE PURCHASER AGREES TO BE BOUND THEREBY. Orders are subject to credit approval. For dental radiation-emitting equipment, the National Council on Radiation Protection (NCRP) recommends, and many states require, a shielding design/plan review performed by a qualified expert before installation. As a service, HSD will obtain this from a qualified expert on your behalf; applicable fees will be added to your order. If you are in a state that does not require this, and decline this service, please check the box and sign here. Decline Customer Signature_____________________________________ Equipment Deposits PO Box 360920 Pittsburgh, PA 15251-6920 Correspondence 135 Duryea Road Melville, NY 11747 Order Type: 05/21/2025 555072 06/27/2025 Emily Farrell 300 W Tryon St Orange County Health Dept Hillsborough NC 27278 300 W Tryon St 9192452466 Hillsborough NC 27278 Orange County Health Dept 9192452466 (919) 740-5753 1 AIRTEC 698-9254 Vacstar 50 Twin Pump Sytsm $9,095.00 $5,855.68 $5,855.68 1 $0.00 $0.00 $0.00 [optional extended warranty] 1 AMTRUS 128-6526 ExtServ WVAC 10yr 5- 6K - $1100 $1,100.00 $1,100.00 $1,100.00 1 Wet Vacuum Extended Service:$0.00 $0.00 $0.00 1 Henry Schein Protect Commercial Service $0.00 $0.00 $0.00 1 Contract. Please review applicable terms $0.00 $0.00 $0.00 1 and conditions attached to your proposal $0.00 $0.00 $0.00 1 or at henryschein.com/protect for full $0.00 $0.00 $0.00 1 coverage details. Please note certain $0.00 $0.00 $0.00 1 exclusions apply-including but not limited $0.00 $0.00 $0.00 1 to:preventative maintenance/consumables $0.00 $0.00 $0.00 1 /rentals/ negligence/ intentional or $0.00 $0.00 $0.00 1 accidental damage. For more information $0.00 $0.00 $0.00 1 please contact protect@henryschein.com $0.00 $0.00 $0.00 1 $0.00 $0.00 $0.00 1 no deposit req w/PO $0.00 $0.00 $0.00 $153.03 $533.16 $7,641.87 $0.00 $7,641.87 $6,955.68 202505212122001 1 of 1 $3,239.32 emily.farrell@henryschein.com 05/30/2025 Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Dear __________________________: the attached equipment order (quote) is for your review from Henry Schein, Inc. dba HSD. Please read these Supplemental Terms and Conditions which are applicable to your purchase of dental equipment (“equipment” or “goods”) and review all lines of the equipment order (quote) for accuracy. If all documents meet your requirements, please sign at the appropriate signature area. DENTAL EQUIPMENT / SUPPLEMENTAL TERMS AND CONDITIONS 1.Late Delivery. HSD shall attempt to deliver on the date specified in the equipment order, but is not responsible for delays and any delays are not considered a breach by HSD hereunder. 2.Partial Delivery. By signing this equipment order, Purchaser agrees that, if in order to fulfill Purchaser’s needs and/or installation requirements, HSD may make partial deliveries, and Purchaser must pay amounts owed relating to any such partial delivery. Partial billing is due upon receipt of invoice. 3.Warranty Disclaimer. Except as provided in HSD’s equipment standard terms of sale, HSD does not give warranties (on products or installation). HSD personnel, including Equipment Specialists or Field Sales Consultants, are not authorized to bind HSD or to make warranties. Oral statements by HSD personnel or agents do not constitute warranties and may not be relied upon or considered a contract. 4.Labor and Services Time Periods. Labor described in your equipment order (such as maintenance, repairs, replacement of defective parts, or repairs) must be completed within 90 days following installation. Services (such as training) must be completed within 180 days following installation. 5.Repairs/Loaners. If manufacturer is unable to provide replacement product during repair HSD may endeavor to provide a temporary loaner during any period of repair, to the extent available. 6.Not Included. Costs relating to the following activities are the sole responsibility of Purchaser and ARE NOT INCLUDED IN THE PURCHASE PRICE: a. Disconnecting and/or reinstalling Purchaser's existing equipment b. Changes or additions in plumbing, electrical, or carpentry c. Governmental inspections, approvals, or fees d. Union intervention in installation or delivery e. Disposal of old equipment f.Delivery of donated equipment g.Insurance 7.Late Payment Charges. 1½% PER MONTH WILL BE CHARGED ON PAST DUE BALANCES (18% PER YEAR). 8.Office Space Plans. Office space plans drawn by HSD, are the sole property of HSD and are not to be used without HSD’s prior written consent. 9.Purchaser’s Name. The name provided in the equipment order is the exact legal name of Purchaser. 10.Return Policy. (Return Policy) Initial Here: _____ 60 days or under ● Goods purchased on equipment orders through HSD will be subject to a 15% restock fee if the goods are returned in original sellable condition (see below). Goods returned not in original sellable condition are subject to a 25% restock fee. 61 to 90 Days ● Goods purchased on equipment orders through HSD will be subject to a 25% restock fee if the goods are returned in original sellable condition. Goods returned not in original sellable condition are subject to a 50% restock fee. ● Regardless of condition, technology goods including laptops, desktop PCs, servers, printers, TVs, monitors, portable storage devices and network hardware will be subject to a 50% restock fee. Greater than 90 days ● Goods purchased on equipment orders through HSD that have been installed and put into use can only be returned after approval for a credit to Purchaser’s account which may only be used for future purchases from HSD or to settle an open balance, and will be subject to a 50% restock fee. Exceptions/Additional Information: a.Goods covered by this policy are those sold by HSD in product series 800, 805, 819, 826, 845 and 850. b.Dates above are calculated from invoice date. c.Goods are not returnable after 12 months from invoice date or that show obvious signs of abuse or misuse. d.The following are not returnable: small equipment, hand pieces and software (including Dentrix). e. The following are returnable only in the first 90 days: laptops, desktop PCs, servers, printers, TVs, monitors, portable storage devices and network hardware. f.Interest rate charges or early pay penalties charged by financial institutions are the sole responsibility of the customer. g.Custom goods are not returnable. h.Deposits placed on custom orders that are canceled will be subject to forfeiture at any time if the manufacturer of the goods is unable to cancel an order. i.Original sellable condition is defined as the goods being returned in good working order, free of cosmetic imperfections and fully operational to the manufacturer’s specifications. 11.Credit Line Review. By signing this equipment order, Purchaser authorizes HSD and its subsidiaries and affiliates, by or through their designees: (i) to investigate Purchaser’s personal credit and finance records, including obtaining records from the listed bank(s) and from such other applicable banks providing information related to the opening and extension of credit and other accounts with HSD, and (ii) to use Purchaser’s social security number to request and obtain consumer credit reports in connection with the opening, monitoring, renewal and extension of accounts with HSD. Purchaser further consents to the sharing of the information provided in connection with any Purchaser application and account, as well as the information on Purchaser’s consumer credit report, by and among HSD and its subsidiaries and affiliates, and with third parties from which Purchaser elects to apply for credit, for purposes of applying for and extending credit and other forms of accounts. Bank and credit information may be obtained for future reference provided Purchaser’s account remains in active standing. Purchaser hereby authorizes the listed bank to release Purchaser’s financial information to verify funds availability for payments under this equipment order. Upon request from Purchaser, HSD or its designee may apply on Purchaser's behalf for appropriate financing to finance this equipment order. 12.Financing Statements. By signing this equipment order, Purchaser acknowledges that HSD may file financing statements and amendments thereto for HSD to perfect its security interest in the equipment described in this equipment order. Such security interest will be maintained until HSD receives payment in full for such equipment. 13.Credit Card Policy. Limits on credit card uses: (a) Henry Schein-branded credit cards, no limit; (Credit Card Policy) Initial Here: _____ (b)non-Henry Schein-branded credit cards, limited to the greater of 10% of an order or $20,000; and (c) no credit cards (Henry Schein-branded or other) may be used for payments regarding EZPay purchases. 14.Sales Tax. Sales tax shown is an estimate and actual sales tax will be calculated at time of invoice. 15.Installation. Equipment orders from Henry Schein of $5,000 or less will be subject to installation charges. If the equipment (or technology/digital equipment) purchased does not include necessary installation materials from the manufacturer, Schein may charge for necessary installation materials, except where prohibited by other applicable contract. 16.Standard Terms of Sale. HSD’s equipment standard terms of sale are hereby incorporated herein by this reference and apply to this equipment order. DISCOUNTS, REBATES AND DISCLOSURES: Invoice or statement prices may reflect or be subjected to a bundled discount or rebate pursuant to purchase offer, promotion or discount program. You must fully and accurately report to Medicare, Medicaid, Tricare and/or any other federal or State program, upon request by such program, the discounted price(s) or net price(s) for each invoiced item, after giving effect to any applicable discounts or rebates, which price(s) may differ from the extended prices set forth on your invoice. Accordingly, you should retain your invoice and all relevant information for your records. It is your responsibility to review any agreements or other documents, including offers or promotions, applicable to the invoiced products/prices to determine if your purchase(s) are subject to a bundled discount or rebate. Any such discounts must be calculated pursuant to the terms of the applicable purchase offer, promotion or discount program. Participation in a promotional discount program is only permissible in accordance with discount program rules. By participation in such program, you agree that, to your knowledge, your practice complies with the discount program requirements. HSD Equipment Supp 8c-1/20/25 Orange County Health Dept Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 1 of 7 Henry Schein Protect Commercial Service Contract Terms & Conditions Please keep this important terms and conditions document and Invoice together in a safe place, as these will be needed at time of Claim. The information contained in this Contract document is intended to serve as a valuable reference guide to help You determine and understand what is Covered under Your Contract. For any questions regarding the information contained in this Contract document, or Your Coverage in general, please contact the Administrator at protect@henryschein.com. DEFINITIONS Throughout this Service Contract, the following capitalized and bolded words have the stated meaning: • “Accidental Damage From Handling”, “ADH”: refers to accidental damage from handling, meaning damage directly resulting from unintentionally damaging the Covered Equipment. • “Administrator”: Henry Schein, Inc., 135 Duryea Road, Melville, NY 11747, 1-800-482-2600. • “Breakdown”: the mechanical and/or electrical failure of the Covered Equipment that results in it no longer being able to perform its intended function, including defects in materials or workmanship and not normal wear/tear, and that occurs during normal use of the Equipment. • “Claim(s)”: a request for Coverage in accordance with this Contract made by You. • “Coverage”, “Covered”, “Cover”: has the meaning given in the “What Is Covered – General” section of this Contract. • “Covered Equipment”, “Equipment”: the eligible product purchased by You that is to be Covered under this Contract. • “Deductible”: You are not required to pay a Deductible to obtain service for Your Covered Equipment under this Service Contract. • “Effective Operation”: the ability of Covered Equipment to render the same or similar service as prior to the development of a Breakdown and operating within Manufacturer’s specifications for the Covered Equipment. • “Equipment Purchase Price”: the amount paid by You for the Covered Equipment, excluding any applicable taxes and/or fees as indicated on Your Invoice. • “Invoice”: a numbered document that confirms the purchase date of this Contract in respect of the Covered Equipment, Your name and address, the Contract Coverage Term period, and specific Schedule of Covered Equipment You purchased. This Contract is not valid without an Invoice. • “Labor”: the Administrator’s prevailing labor rates during normal business hours. • “Limit of Liability”: Our maximum liability to You in total during the Term of the Schedule of Covered Equipment. • “Manufacturer ”: the original equipment Manufacturer of the Equipment. • “Schedule of Covered Equipment”: identifies the Covered Equipment under this Contract that You have selected and purchased, as confirmed on Your Invoice. • “Parts”: any Manufacturer and after-market component of the Covered Equipment, which is required for function, excluding any items that are deemed by the Manufacturer as preventive maintenance. • “Power Surge”: damage to the Equipment resulting from an oversupply of voltage to Your Equipment while properly connected to a surge protector approved by the Underwriter’s Laboratory Inc. (UL), but not including damages resulting from the improper installation or improper connection of the Equipment to a power source. • “Repair(s)”: the actions We take to mend, remedy, or restore Your Covered Equipment to a sound functioning state following a Covered Breakdown. Parts used to Repair the Covered Equipment may be new, used, refurbished or non-original Manufacturer parts that perform to the factory specifications of the original Equipment. • “Replace”, “Replacement”: an item supplied to You through Our arrangement in the event We determine the Covered Equipment is not suitable for Repair. We reserve the right to Replace the Covered Equipment with a new, rebuilt or refurbished item of equal or similar features and functionality. We make no guarantee that a Replacement will be the same model, size, dimensions or color as the previous Covered Equipment. • “Seller ”: the retailer that has been authorized by Us to sell this Contract to You: Henry Schein, Inc. • “Service Contract”, “Contract”: this document detailing all Coverage provisions, conditions, exclusions and limitations for Your Service Contract that has been provided to You upon purchase completion. • “Term”: the period of time shown on Your Invoice which represents the duration in which the provisions of this Contract are valid. • “We”, “Us”, “Our”, “Provider”, “Obligor”: Northcoast Warranty Services, Inc., 200 Hudson Street, Suite 800, Jersey City, NJ 07311; unless otherwise specified in the “Special Jurisdictional Requirements” section of this Contract and applicable to Your jurisdiction. • “You”, “Your”: the purchaser/owner of the Covered Equipment under the provisions of this Contract. TERRITORY This Service Contract is valid and eligible for purchase in the following jurisdictions only: the continental United States of America, plus Alaska and Hawaii. Notice: all outlying U.S. territories, including but not limited to Puerto Rico, are expressly excluded. SERVICE CONTRACT TERM – EFFECTIVE DATE OF COVERAGE 1. Coverage for Power Surge begins on the date of Invoice and continues for the remainder of Your Term as shown on Your Invoice. 2. Coverage for a Breakdown begins on the date of Invoice and continues for the remainder of Your Term as shown on Your Invoice. 3. Coverage for ADH, if applicable, begins on the date of Invoice and continues for the remainder of Your Term as shown on Your Invoice. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 2 of 7 4. Coverage for Labor begins on the date of Invoice and continues for the remainder of Your Term as shown on Your Invoice. 5. Coverage for Parts begin upon the expiration of the Manufacturer's warranty period and continues for the remainder of Your Term as shown on Your Invoice. EQUIPMENT ELIGIBILITY In order to be eligible for Coverage under this Service Contract, the eligible product must: (i) be a Covered Equipment and (ii) have a minimum twelve (12) month Manufacturer’s warranty attached to the Covered Equipment. Purchase of this Service Contract is not required with the purchase of the Equipment or to obtain financing for the Equipment. WHAT IS COVERED – GENERAL During the Term described in the “Service Contract Term – Effective Date of Coverage” section of this Contract, in the event of a Covered Claim, at Our sole discretion, this Contract provides for: (i) the Labor and/or Parts required to Repair the Covered Equipment; (ii) the Replacement and Labor required for Replacement of the Covered Equipment in lieu of such Repair; for the Covered Equipment if detailed under the “Schedule of Covered Equipment” section of this Contract. We will Repair or Replace Your Equipment pursuant to the provisions of this Contract. When a Replacement is applicable and provided in lieu of Repair, any accessories, attachments and/or peripherals that are integrated with the Equipment, but that were not provided and included by the Manufacturer in the packaging and with the original sale of the Covered Equipment, will not be included with such Replacement. IMPORTANT NOTICES REGARDING COVERAGE UNDER THIS SERVICE CONTRACT A. If We provide a Replacement to You, any or all of the following may apply:  We reserve the right to Replace the defective Equipment with a new, rebuilt or refurbished item of equal or similar features and functionality which may not be the same model, size, dimension, or color as the previous Equipment.  Technological advances may result in a Replacement that has a lower retail or market price than the previous Equipment, and in such situation, this Contract shall not provide You with any reimbursement for such a price difference.  Any and all Equipment parts, components or entire units that have been Replaced under the provisions of this Contract shall become Our property in their entirety. B. Coverage described under this Contract shall not replace or provide any duplicative benefits during any valid Manufacturer’s warranty period. During such period, anything covered under the Manufacturer’s warranty is the sole responsibility of the Manufacturer and shall not be Covered under this Contract, regardless of the Manufacturer’s ability to fulfill its obligations. C. Coverage under this Contract is limited to that which is specifically described in this Contract, as applicable to You. Anything not specifically expressed herein is not Covered. D. In the event of a service incident where a Breakdown is not identified by Us or the Administrator, You are responsible for all costs in association with such service, including any shipping fees. YOUR RESPONSIBILITIES It is Your responsibility to backup any/all software and/or data on a regular basis, especially, prior to commencement of any services Covered under this Service Contract. Software and/or data transfer or restoration services are not Covered. You agree to maintain throughout the Term of this Contract such protective safeguards as were in existence at the time of or installed subsequent to the effective date of this Contract. Upon discovery of a Breakdown which may give rise to a Claim under this Agreement, You must take all reasonable steps within Your power to minimize the extent of the Breakdown. You further agree to take due care to maintain a physical environment (levels of temperature, humidity, dust, etc.) in keeping with the Manufacturer’s recommendations for the Covered Equipment. If specified in the Equipment’s Manufacturer’s warranty and/or owner’s manual, You must perform all of the care, maintenance and inspections for the Equipment as indicated. You may be required to provide proof of fulfilment of such maintenance, care and/or inspection services at time of Claim. ANY CLAIM RESULTING FROM YOUR LACK OF COMPLIANCE WITH THE EQUIPMENT’S MANUFACTURER’S WARRANTY AND/OR OWNER’S MANUAL WILL NOT BE COVERED UNDER THIS CONTRACT. SCHEDULE OF COVERED EQUIPMENT (As indicated on Your Invoice and applicable to You.) When purchased, this Service Contract provides the Coverage that is described in the “What is Covered – General” section, including Power Surge, Breakdown, Labor and/or Parts and subject to the following provisions: 2D EXTRAORAL PANORAMIC X-RAY (“2DXR”) 3D EXTRAORAL PANORAMIC X-RAY (“3DXR”) 3D PRINTERS (“PRT”) Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 3 of 7 AIR COMPRESSORS (“AIR”) AUTOCLAVES/STERILIZERS (“STE”) Limited one (1) time cosmetic coverage to repair or replace the plastic patient-facing front cover. DELIVERY SYSTEMS (“DEL”) Coverage does not include air/water syringes or tips. Coverage does not include accessories or add-on items including, but not limited to, intraoral cameras, handpieces, and scalers. A separate Service Contract, if available, must be purchased for those items. INTRAORAL X-RAYS (WALL MOUNTED) (“WMXR”) MILLING (“MILL”) OVENS/FURNACES (“OVN”) PATIENT CHAIRS (“CHR”) PATIENT LIGHTS (“LIT”) STOOLS (“STOL”) ULTRASONIC CLEANERS (“ULTR”) VACUUM SYSTEMS (DRY) (“DVAC”) VACUUM SYSTEMS (WET) (“WVAC”) When the following are purchased, this Service Contract provides the Coverage that is described in the “What is Covered – General” section, including Power Surge, ADH, Breakdown, Labor and/or Parts and subject to the following provisions: CAMERA SYSTEMS (“CAM”) DIGITAL SENSORS (“SEN”) INTRAORAL SCANNERS (“SCAN”) INTRAORAL X-RAYS (HANDHELD) (“HHXR”) COVERAGE OF REPLACEMENT EQUIPMENT A Replacement provided under this Schedule of Covered Equipment will be automatically considered as the Covered Equipment referenced throughout the provisions of this Contract, and Coverage for such Replacement will continue for the remainder of Your current Contract Term (assuming there is remaining time under Your current Term). A Replacement will not extend Your current Contract Term. LIMITATION OF LIABILITY Neither Northcoast Warranty Services, Inc. (including its affiliates specified in the “Service Contract Reimbursement Insurance Policy” and “Special Jurisdictional Requirements” sections of this Contract) nor Administrator shall be liable for any incidental or consequential damages in association with the rendering of Covered services under the provisions of this Contract, including but not limited to: (i) property damage, lost time (down time), lost data or lost income (production) resulting from any Covered Claim, any non-defined mechanical/electrical failure or any other kind of damage of or in association with the Covered Equipment, including, but not limited to any non-covered equipment used in association with the Covered Equipment; (ii) delays in rendering a Covered Claim or the inability to render service for any reason; (iii) the unavailability of any parts/components; (iv) any costs incurred by You associated with customized installations to fit the Covered Equipment such as third party stands, mounts and, customized alcoves and the like; or (v) a Replacement that is a different model, size, dimension or color as the original Covered Equipment. Neither Northcoast Warranty Services, Inc. (including its affiliates specified in the “Service Contract Reimbursement Insurance Policy” and “Special Jurisdictional Requirements” sections of this Contract) nor Administrator shall assume any liability or damage to property or injury or death to any party(ies) arising out of the Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 4 of 7 operation, maintenance or use of the Covered Equipment or a Replacement provided under the provisions of this Contract. Neither Northcoast Warranty Services, Inc. (including its affiliates specified in the “Service Contract Reimbursement Insurance Policy” and “Special Jurisdictional Requirements” sections of this Contract) nor Administrator shall be liable for any Pre-Existing Conditions (as defined in the “What is Not Covered – Exclusions” section of this Contract) known to You; including any inherent Equipment flaws. WHAT IS NOT COVERED – EXCLUSIONS THIS CONTRACT DOES NOT COVER ANY CLAIM IN CONNECTION WITH OR RESULTING FROM: a) Accidental Damage From Handling, or ADH except where explicitly expressed in the SERVICE CONTRACT TERM – EFFECTIVE DATE OF COVERAGE section or SCHEDULE OF COVERED EQUIPMENT section. b) Pre-Existing Conditions incurred or known to You. (“Pre- Existing Conditions” refers to damages or defects associated with the Equipment that existed before this Contract was purchased.) c) Improper packaging and/or transportation by You or Your representative resulting in damage to the Equipment while it is in transit, including improperly securing the Equipment during transportation. d) Any indirect loss whatsoever including but not limited to: (i) property damage, lost time (down time), lost data or lost income (production) resulting from a Breakdown, or any other mechanical/electrical failure; (ii) delays in rendering a Covered Claim or the inability to render service for any reason; (iii) the unavailability of any parts/components; (iv) any costs incurred by You associated with customized installations to fit the Equipment such as third party stands, mounts, and customized alcoves and the like; or (v) a Replacement that is a different model, size, dimension or color as the original Covered Equipment. e) Modifications, adjustments, alterations, manipulation, or repairs made by anyone other than a service technician authorized or approved by the Administrator or other than in accordance with Manufacturer’s specifications. f) Damage from inappropriate ventilation or conditions (too hot or too cold) outside the Manufacturer’s specifications causing freezing, overheating, rust, corrosion, warping or bending. g) Wear and tear, or gradual deterioration of Equipment performance. h) The intentional treatment of the Equipment in a harmful, injurious, malicious, reckless, or offensive manner which results in its damage and/or failure. i) Damage to or malfunction of Your Equipment caused by or attributed to digital content, software (whether pre-loaded or otherwise), including without limitation to the operation of a software virus, lack of availability of software updates, or any other software/digital based malfunction. j) Training, design support, software support, or hardware/software upgrades. k) Laptops, computers and monitors either sold separately or sold as a bundle with Your Covered Equipment. l) Expedited or overnight shipping. m) Loss, theft, or malicious mischief or disappearance. n) Fortuitous events including but not limited to riot, nuclear radiation, war/hostile government act, or intent, action or radioactive contamination, environmental conditions, flood, exposure to weather conditions or perils of nature, collapse, explosion or collision of or with another object, fire, any kind of precipitation or humidity, lightning, dirt/sand or smoke, or other telecommunications malfunction. o) Failure to perform the Manufacturer’s recommended maintenance, or operation/storage/installation of the Equipment in conditions outside of the Manufacturer’s specifications or instructions. p) Equipment that is subject to the Manufacturer’s recall, warranty or rework to repair design or component deficiencies, improper construction or Manufacturer error regardless of the Manufacturer’s ability to pay for such repairs. q) Equipment that has removed or altered serial numbers. r) Cosmetic damage however caused to Your Equipment, including marring, scratching, changes in color due to natural or artificial light, and denting, unless such cosmetic damage results in loss of functionality or unless limited cosmetic damage is specified in the Schedule of Covered Equipment section of this Contract. s) Normal wear, stains, cuts, scratches or any damage to upholstery or surface finishes. t) Coverage does not include rentals or any costs associated with rental equipment. u) Normal periodic or preventive maintenance, adjustment, modification, or servicing or anything the Equipment Manufacturer deems as a preventative maintenance item. Please refer to the Manufacturer’s warranty or owner’s manual for preventative maintenance items. v) Accessories or add-on items sold separately including, but not limited to, standalone computers, laptops, monitors, shelving systems/racks, that are not listed in the Schedule of Covered Equipment section of this Contract. w) Cost of component parts not covered by the Manufacturer’s warranty, or any non-operating / non- power-driven part, including, but not limited to plastic parts or other parts such as accessory cables, batteries (except as may be otherwise stated in this Contract), connectors, cords, fuses, keypads, plastic body or molding, switches, light shields, light bulbs, filters, O-rings, handpiece and vacuum tubing, water bottles and wiring. x) Liability or damage to property, or injury, or death to any person arising out of the operation, maintenance, or use of the Equipment. y) Any cost arising as a result of the failure of any item that is intended to be a consumable item. z) Any Claim where Your original Invoice had not been provided if asked. aa) Any Claim for the restoration of software or data, or for retrieving data from Your Equipment. bb) Any loss, damage, liability, or expense directly or indirectly caused by or contributed to, or arising from, the use or operation, as a means for inflicting harm, of any computer, computer system, computer software program, malicious code, computer virus or process or any other electronic system. cc) Any Claim or benefit under this Contract to the extent the provision of such coverage or payment of such Claim, or provision of such benefit would expose Us or Administrator to any sanctions, prohibition, or restriction under U.S. economic or trade sanctions, or other applicable law. dd) Any Repair(s) performed in conflict with the “Special Jurisdictional Requirements” section of this Contract. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 5 of 7 ee) Any loss arising out of the unauthorized access or use of any system, software, hardware, or firmware, or any modification, reprogramming, destruction, or deletion of data or software by any means. IMPORTANT: RESTORATION OR TRANSFER OF SOFTWARE AND/OR DATA, AND DATA RECOVERY SERVICES ARE EXPRESSLY EXCLUDED UNDER THIS CONTRACT. WHEN AT ALL POSSIBLE, WE STRONGLY ENCOURAGE YOU TO BACK UP ALL SOFTWARE AND DATA ON A REGULAR BASIS AND ESPECIALLY PRIOR TO SUBMITTING YOUR COVERED EQUIPMENT FOR SERVICING PURSUANT TO THE TERMS AND CONDITIONS OF THIS CONTRACT. HOW TO FILE A CLAIM IMPORTANT: THE SUBMISSION OF A CLAIM DOES NOT AUTOMATICALLY MEAN THAT THE BREAKDOWN TO YOUR EQUIPMENT IS COVERED UNDER THIS SERVICE CONTRACT. IN ORDER FOR A CLAIM TO BE CONSIDERED YOU WILL NEED TO FIRST CONTACT THE ADMINISTRATOR OR US WITH A DESCRIPTION OF THE PROBLEM WITH YOUR EQUIPMENT. THERE IS NO COVERAGE UNDER THIS CONTRACT IF YOU MAKE UNAUTHORIZED REPAIRS. Please have Your model and serial number readily available and call the Administrator via telephone at 1-800-482-2600. The Administrator will promptly obtain details regarding the issue You are experiencing with the Equipment and You will be provided with a service request number and further details on the service for Your Equipment. Coverage is only provided for eligible Repairs that are authorized or approved by the Administrator. If Your Repair is not Covered under this Contract or You authorize additional services not set forth in the Invoice issued by the Seller, You will be responsible for those costs or expenses. In the event We paid for costs or expenses (either Parts, Labor, travel, taxes and/or shipping charges) which are not Covered under the terms and conditions of this Contract, We shall have the right to bill You for reimbursement of such uncovered costs or expenses. If the Term of this Service Contract expires while an approved Claim is in progress, Coverage under this Contract will be extended until the date on which the pending approved Claim has been fulfilled completely in accordance with the terms and conditions of this Contract. RENEWABILITY The Term of this Service Contract is not renewable. TRANSFERABILITY Coverage under this Service Contract cannot be transferred to any other Equipment. If You wish to transfer Coverage under this Service Contract to a different owner, please contact the Administrator at protect@henryschein.com to initiate Our transfer process. Transferability is determined at Our sole discretion and may not be available. SERVICE CONTRACT REIMBURSEMENT INSURANCE POLICY This is not an insurance policy; it is a Service Contract. We have obtained a service contract reimbursement insurance policy to insure Our performance under this Contract. Should We fail to pay any Claim or fail to Replace the Covered Equipment under this Contract within sixty (60) days after the Claim has been submitted, or in the event You cancel this Contract and We fail to refund any unearned portion of the Contract price, You are entitled to make a direct Claim against the insurer, ARI Insurance Company, 125 Pheasant Run, Newton, PA 18940, (877) 882-1304. CANCELLATION YOUR RIGHT TO CANCEL You may cancel this Service Contract at any time by informing the Administrator or Us of the cancellation request via email at protect@henryschein.com. No cancellation fee applies. If Your cancellation request is within thirty (30) days of the Contract purchase date, Yo u will receive a one hundred percent (100%) refund of the Contract purchase price/fee paid by You, minus any Claims paid by Us. If Your cancellation request is made after thirty (30) days from the Contract purchase date, You will receive a pro-rata refund of the Contract purchase price paid/fee by You, minus any Claims paid by Us. OUR RIGHT TO CANCEL If We cancel this Contract, We will provide written notice to You at least thirty (30) days prior to the effective date of cancellation. Such notice will be sent to Your address in Our file (email or physical address as applicable), with the reason for and effective date of such cancellation. If We cancel this Contract, You will receive a pro-rata refund based upon the same criteria as outlined above and no cancellation fee applies. Please refer to the “Special Jurisdictional Requirements” section of this Contract for further information. We may only cancel this Contract for the following reasons: a) non-payment of the Contract purchase price/fee by You; b) deliberate material misrepresentation by You; or c) substantial breach of duties under this Contract by You in relation to the Equipment or its use. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 6 of 7 GENERAL PROVISIONS A. We may subcontract or assign performance of Our obligations to third parties, but We shall not be relieved of Our obligations to You when doing so. B. The failure or delay of any party to enforce any provision hereunder shall not constitute a waiver of any such right. If any provision of this Contract should be declared invalid, illegal or unenforceable under any applicable law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Contract and all other terms and conditions of this Contract shall remain in full force and effect. C. You expressly consent to be contacted in connection with this Service Contract, at any telephone number, or physical or electronic address You provide Us or the Administrator. All notices or requests pertaining to this Contract shall be in writing and may be sent by any reasonable means including by mail, email, text message or recognized commercial overnight courier. Notices to You are considered delivered when sent to You by email to an email that You provided to Us or the Administrator, or seven (7) days after mailing to the street address You provided. D. Subject to the “Special Jurisdictional Requirements” section, this Contract shall be governed by and construed in accordance with the laws of the state in which You purchased the Covered Equipment, without reference to conflicts of laws principles. You irrevocably submit to the jurisdiction and venue of the federal and state courts sitting in such state for the purpose of any suit, action or proceeding arising out of this Contract. You hereby irrevocably waive any and all defense to the jurisdiction and venue of the aforesaid courts, including without limitation a motion to dismiss venue and the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding. E. There is no informal dispute settlement process available under this Contract. ENTIRE AGREEMENT This Service Contract, including the Invoice, terms and conditions, limitations, exceptions and exclusions, constitute the entire agreement between Us and You and no representation, promise or condition not contained herein shall modify these items, except as required by applicable law. SPECIAL JURISDICTIONAL REQUIREMENTS Regulation of commercial service contracts varies based on state of purchase and Seller location. Any provision within this Service Contract that conflicts with the laws of the state in which this Contract was purchased (or where applicable, the state in wh ich You are located), shall automatically be considered modified in conformity with such enforceable laws and regulations, and the language set forth below for such state shall supersede any other provision within this Contract to the contrary. Connecticut The following disclosure statement is added to this Service Contract: In the event of a dispute with the Us or the Administrator, You may contact The State of Connecticut, Insurance Department, P.O. Box 816, Hartford, CT 06142-0816, Attn: Consumer Affairs. The written complaint must contain a description of the dispute, the purchase or lease price of the Covered Equipment, the cost of repair of the Equipment and a copy of the Contract. The Cancellation section is amended to include: This Service Contract may be canceled by You if the Covered Equipment under this Contract is returned, sold, lost, stolen or destroyed. Florida The Service Contract Reimbursement Insurance Policy section is deleted and replaced with the following: This is not an insurance policy; it is a Service Contract. The following disclosure statement is added to this Service Contract: The rates charged to You for this Contract are not subject to regulation by the Florida Office of Insurance Regulation. Georgia The following disclosure statement is added to this Service Contract: This Contract will be interpreted and enforced according to the laws of the state of Georgia. The Cancellation Your Right To Cancel section is amended to include: A ten percent (10%) penalty per month shall be added to a refund that is not paid or credited within forty-five (45) days after the cancellation of the Service Contract. The Cancellation Our Right To Cancel section is amended as follows: The Provider may only cancel this Service Contract for fraud by You, material misrepresentation by You, or nonpayment by You. Idaho The Service Contract Reimbursement Insurance Policy section is deleted and replaced with the following: This is not an insurance policy; it is a Service Contract. We have obtained a service contract reimbursement insurance policy to insure Our performance under this Contract. Should We fail to pay any Claim or fail to Replace the Covered Equipment under this Contract within sixty (60) days after the Claim has been submitted, or in the event You cancel this Contract and We fail to refund any unearned portion of the Contract price, Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 NWS-HSI-HSP4 (03-25) Page 7 of 7 You are entitled to make a direct Claim against the insurer, Wesco Insurance Company, at 866-505-4048 or 59 Maiden Lane, 43rd Floor, New York, NY 10038. Illinois The following disclosure statements are added to this Service Contract: Covered Equipment must be in place and in good operating condition on the effective date of coverage and become inoperative due to defects in materials or workmanship after the effective date of this Contract. Indiana The following disclosure statement is added to this Service Contract: This Contract is not insurance and is not subject to Indiana insurance law. New Hampshire The following disclosure statement is added to this Service Contract: In the event You do not receive satisfaction under this Contract, You may contact the New Hampshire Insurance Department at 21 South Fruit Street, Suite 14, Concord, NH 03301, 1 -603-271-2261. The Cancellation section of this Contract is amended to include: In no event will the amount of any Claims paid or payable be deducted from any cancellation refund. New York The Cancellation section of this Contract is amended to include: A ten percent (10%) penalty per month shall be added to any refund that is not made within thirty (30) days of return of the Contract to the Provider. The provisions of this subsection only apply to the original purchaser of this Contract. Oregon The How To File A Claim section is amended to include: If You need to file a claim under this Service Contract, please have Your model and serial number readily available and call the Administrator via telephone at 1-800-482-2600. If outside of normal business hours, please leave a voicemail to start Your claim process and We will contact You during normal business hours (M-F 7am-9pm EST). The General Provision section is amended as follows: Letter E is deleted in its entirety. Utah The following disclosure statements are added to this Service Contract: This Contract is subject to limited regulation by the Utah Insurance Department. To file a complaint, contact the Utah Insurance Department. Coverage afforded under this Contract is not guaranteed by the Property and Casualty Guaranty Association. The How To File A Claim section is amended to include: If You need to file a claim under this Service Contract, please have Your model and serial number readily available and call the Administrator via telephone at 1-800-482-2600. If outside of normal business hours, please leave a voicemail to start Your claim process and We will contact You during normal business hours (M-F 7am-9pm EST). Washington The Service Contract Reimbursement Insurance Policy section is deleted and replaced with the following: This is not an insurance policy; it is a Service Contract. We have obtained a service contract reimbursement insurance policy to insure Our performance under this Contract. Should We fail to pay any Claim or fail to Replace the Covered Equipment under this Contract within sixty (60) days after the Claim has been submitted, or in the event You cancel this Contract and We fail to refund any unearned portion of the Contract price, You are entitled to make a direct Claim against the insurer, Wesco Insurance Company, at 866-505-4048 or 59 Maiden Lane, 43rd Floor, New York, NY 10038. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320716045773247451007740411756274754077624715320145320774261111263657007724631512270130077727252025773110777777707000707007 6666666606060600062606466204446200622220604224222006222004062062020062222042600602000600222426026222206222026042240020060000240402622020602022626022040006022246000462262066646062240664440666666606000606006Certificate No :570112804258CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/28/2025 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 22276Berkshire Hathaway Specialty Ins CompanyINSURER A: 11515QBE Specialty Insurance CompanyINSURER B: 17400ProAssurance Specialty Insurance CompanyINSURER C: 42404Liberty Insurance CorporationINSURER D: 23035Liberty Mutual Fire Ins CoINSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 CONTACT NAME: Henry Schein, Inc., Subsidiaries & Affiliates 135 Duryea Road Melville NY 11747 USA COVERAGES CERTIFICATE NUMBER:570112804258 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $100,000 $5,000 $1,000,000 $2,000,000 Excluded E 06/01/2025 06/01/2026 Y TB2621093363035 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000E06/01/2025 06/01/2026Y COMBINED SINGLE LIMIT (Ea accident) AS2-621-093363-045 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $2,000,000 $2,000,000 06/01/2025UMBRELLA LIABD Y 06/01/2026TH7621093363075 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTED06/01/2025 06/01/2026 AOS WC7621093363025D 06/01/2025 06/01/2026 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / A Y N WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WA762D093363015 Each OccurrenceN25NY38002206/01/2025 06/01/2026 Claims Made $1,000,000Aggregate Products LiabilityC $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County, its officers, official agents and employees are included as Additional Insured as required by written agreement, but limited to the operations of the Insured under said agreement with respect to the General Liability, Automobile Liability and Umbrella Liability policies. A Waiver of Subrogation is granted as required by written contract but limited to the operations of the Insured under said contract, with respect to the Workers' Compensation policy. General Liability, Automobile Liability and Workers Compensation polices includes Notice of Cancellation to Third Parties. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1 Named Insureds AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Services Northeast, Inc. 570000025511 570112804258 570112804258 Page _ of _ Henry Schein, Inc., Ace Southern Surgical Solutions Ace Surgical Supply Company, Inc. AEP MPE Holdings, LLC All Star Orthodontics BIOHORIZONS IMPLANT SYSTEMS, INC. Camlog CB Healthcare Consulting GmbH Cleanpac Inc DenMat Holdings, LLC Dental Instrument Sales & Service, LLC Dental Practice Transitions Dentrix Dental Systems eAssist Inc. eAssist Publishing LLC Edge Endo Exan Enterprises Firefly Supply LLC G.I.V. Inc. General Injectibles & Vaccines, Inc. Hand Piece Parts & Repair, Inc. Hayes Handpiece Franchises, Inc. HealthFirst Henry Schein, Inc Henry Schein and Schvadent Henry Schein Dental, Inc. Henry Schein Global Sourcing, Inc. Henry Schein Medical Henry Schein One, LLC Henry Schein Practice Solutions Henry Schein Services GmbH Henry Schein, Supply HF Acquisition Co. LLC HSG-S Corp Impromed, LLC. Insource, Inc. Lighthouse 360, Inc. Midway Dental Supply LLC NAR Medical Depot LLC NAR Training LLC North American Rescue LLC and TQM, LLC ORTHO2 LLC Ortho Organizers, Inc. Ortho Technology, Inc. Precision One Medical Inc. Prism Medical Products RXWORKS, INC. Sesame Communications Southern Anesthesia & Surgical Inc. Shield HealthCare TDSC, Inc. The Custom Milling Center, Inc. US Endodontics Vulcan Custom Dental Zahn Dental Company, Inc. Zahn/Darby Lab ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: A6A79380-F992-4605-AD65-69E9820B20A1