Contract Number: 4400016768

Page 1 of 2 FULLY EXECUTED - CHANGE 4 - REPRINT Contract Number: 4400016768 Original Contract Effective Date: 05/12/2017 Contract Change Date: 02/17/2021 All using Agencies of the Commonwealth, Participating Political Valid From: 04/01/2017 To: 03/31/2022 Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Dunn Stephanie Your SAP Vendor Number with us: 171910 Phone: 717-346-3840 Fax: 717-783-6241 Supplier Name/Address: VWR INTERNATIONAL LLC SARGENT-WELCH PO BOX 5229 Please Deliver To: BUFFALO GROVE IL 60089-5229 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 800-727-4368 Supplier Fax Number: 856-241-7888 Contract Name: Payment Terms Laboratory Supplies and Equipment NET 30

Solicitation No.: Issuance Date:

Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference.

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Laboratory Equipment and Supplies 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED - CHANGE 4 - REPRINT Contract Number: 4400016768 Original Contract Effective Date: 05/12/2017 Contract Change Date: 02/17/2021 Valid From: 04/01/2017 To: 03/31/2022 Supplier Name: VWR INTERNATIONAL LLC

Header Text This statewide contract is with VWR International LLC through a multi-state cooperative purchase agreement established by NASPO ValuePoint. This contract will support the needs for laboratory supplies and equipment.

All statewide using agencies will procure through VWR as the primary contracted vendor utilizing the punch-out functionality through SRM.

Contract Officer: Stephanie Dunn 717-346-3840 [email protected] No further information for this Contract

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. DocuSign Envelope ID: 65C0D64B-876C-4550-82B1-5110D5054075

AMENDMENT NUMBER 2 TO CONTRACT NO. 4400016768 This Amendment No. 2 to Contract No. 4400016768 (the Contract) is by and between VWR International LLC (“Contractor”) and the Commonwealth of Pennsylvania, acting through the Department of General Services (“DGS”). WHEREAS, the Contractor and DGS entered into the Contract, identified as SRM No. 4400016768, for the provision of Laboratory Supplies and Equipment beginning with contract execution and ending March 31, 2021; WHEREAS, the Contract is a Participating Addendum executed through a cooperative purchasing contract implemented by NASPO Valuepoint; and WHEREAS, on August 24, 2020 NASPO Valuepoint renewed their master agreement MA16000234-2 with VWR for an additional one-year term effective through March 31, 2022 to avoid a lapse in contract coverage due to delays in completing the procurement process for a new contract caused by COVID-19; and

WHEREAS, Whereas the Commonwealth desires to renew Contract 4400016768 for an additional one-year term effective through March 31, 2022 to align with the current expiration date of the NASPO Valuepoint master agreement.

NOW THEREFORE, for valuable mutual consideration and intending to be legally bound hereby, the parties agree as follows:

1. The expiration date for Contract 4400016768 is hereby changed to March 31, 2022

2. This Amendment shall become effective when it is fully executed by the parties and all approvals required by Commonwealth contracting procedures have been obtained, as indicated by the date of the last Commonwealth signature. This Amendment is not binding in any way on the Commonwealth or the Department until it has been fully executed, as prescribed in the preceding sentence.

3. Except as amended by this Amendment Number 2, all other terms and conditions of the Contract shall remain as originally written.

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DocuSign Envelope ID: 65C0D64B-876C-4550-82B1-5110D5054075

IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 1 to the Contract the day and year first above written. Execution by the Commonwealth will be as described in the Contract Terms and Conditions.

WITNESS: CONTRACTOR:

______Signature Signature Frederic Van der Haegen

Matthew Miles December 8, 2020 EVP Europe December 8, 2020 ______Printed Name/Date Printed Name/Title/Date

91-1319190 ______Federal Identification Number

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES

By:_To be obtained electronically_____ Deputy Secretary for Procurement Date

APPROVED AS TO FORM AND LEGALITY:

To be obtained electronically______Office of Chief Counsel Date

To be obtained electronically______Office of General Counsel Date

To be obtained electronically______Office of Attorney General Date

APPROVED:

To be obtained electronically______Pennsylvania Treasury Date

Page 1 of 2 FULLY EXECUTED - CHANGE 2 - REPRINT Contract Number: 4400016768 Original Contract Effective Date: 05/12/2017 Contract Change Date: 06/11/2020 All using Agencies of the Commonwealth, Participating Political Valid From: 04/01/2017 To: 03/31/2021 Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Restagno Victor Your SAP Vendor Number with us: 171910 Phone: 717-346-8177 Fax: 717-346-3820 Supplier Name/Address: VWR INTERNATIONAL LLC SARGENT-WELCH PO BOX 5229 Please Deliver To: BUFFALO GROVE IL 60089-5229 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 800-727-4368 Supplier Fax Number: 856-241-7888 Contract Name: Payment Terms Laboratory Supplies and Equipment NET 30

Solicitation No.: Issuance Date:

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Laboratory Equipment and Supplies 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED - CHANGE 2 - REPRINT Contract Number: 4400016768 Original Contract Effective Date: 05/12/2017 Contract Change Date: 06/11/2020 Valid From: 04/01/2017 To: 03/31/2021 Supplier Name: VWR INTERNATIONAL LLC

All statewide using agencies will procure through VWR as the primary contracted vendor utilizing the punch-out functionality through SRM.

Contract Officer: Liz Bollinger 717-346-3276 [email protected] No further information for this Contract

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. DocuSign Envelope ID: 0E549A00-A983-4558-BAF4-26E78B952FD081F0C5C6-7BA1-47D1-BA1C-BA3B2775636B

AMENDMENT NUMBER 1 TO CONTRACT NO. 4400016768 This Amendment No. 1 to Contract No. 4400016768 (the Contract) is by and between VWR International LLC (“Contractor”) and the Commonwealth of Pennsylvania, acting through the Department of General Services (“DGS”). WHEREAS, the Contractor and DGS entered into the Contract, identified as SRM No. 4400016768, for the provision of Laboratory Supplies and Equipment beginning with contract execution and ending March 31, 2021; WHEREAS, the Contract is a Participating Addendum executed through a cooperative purchasing contract implemented by NASPO Valuepoint; and WHEREAS, DGS excluded certain products and services, including gloves, from the Contract that are provided to the Commonwealth through separate statewide contracts; and WHEREAS, DGS desires to allow for the purchase of gloves through the Contract during Emergency Disaster Declarations by the Governor of Pennsylvania for health emergencies and pandemics, such as COVID-19, to assist in the Commonwealth’s efforts to respond to such events; and WHEREAS, Contractor agrees to provide gloves through the Contract to the Commonwealth during Emergency Disaster Declarations for health emergencies and pandemics to assist the Commonwealth’s efforts to respond to such events. NOW THEREFORE, for valuable mutual consideration and intending to be legally bound hereby, the parties agree as follows:

1. Paragraph 4 of the Participating Addendum is hereby revised to read as follows:

Contractor acknowledges and agrees that the following products and services are provided to the Commonwealth under separate contracts and shall not be provided through this Addendum, except during an Emergency Disaster Declaration issued by the Governor of Pennsylvania: gloves; parts and equipment for maintenance, repair, and operations (MRO); janitorial supplies; and equipment service and maintenance agreements

DocuSign Envelope ID: 0E549A00-A983-4558-BAF4-26E78B952FD081F0C5C6-7BA1-47D1-BA1C-BA3B2775636B

3. Except as amended by this Amendment Number 1, all other terms and conditions of the Contract shall remain as originally written.

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DocuSign Envelope ID: 0E549A00-A983-4558-BAF4-26E78B952FD081F0C5C6-7BA1-47D1-BA1C-BA3B2775636B

WITNESS: CONTRACTOR:

______Signature Signature

Bob Wilgus Jay Hexamer ______Region DirectorMay 26, 2020 ______SVP ____May 26, 2020 Printed Name/Date Printed Name/Title/Date

______Federal Identification Number

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES

By:_To be obtained electronically_____ Deputy Secretary for Procurement Date

APPROVED AS TO FORM AND LEGALITY:

To be obtained electronically______Office of Chief Counsel Date

To be obtained electronically______Office of General Counsel Date

To be obtained electronically______Office of Attorney General Date

APPROVED:

To be obtained electronically______Pennsylvania Treasury Date

DocuSign Envelope ID: AEF49835-1873-4467-8C71-8A2BA7D1ACE35011106D-0CA4-44C1-9344-ED49ED03F642

PARTICIPATING ADDENDUM TO THE NASPO VALUEPOINT COOPERATIVE PURCHASING ORGANIZATION LABORATORY EQUIPMENT AND SUPPLIES, CONTRACT NO. MA16000234-2

This Participating Addendum (“Addendum”) No. 4400016768 between VWR International, LLC (Contractor) and the Commonwealth of Pennsylvania (Commonwealth), acting through the Department of General Services (DGS) is entered into pursuant to the Laboratory Equipment and Supplies Contract No. MA16000234-2 (“Master Agreement”) between VWR International, LLC (“the Contractor”) and the State of Idaho (“Idaho”) on behalf of the NASPO Valuepoint Cooperative Purchasing Organization (“NASPO Valuepoint”).

WHEREAS, Idaho, on behalf of NASPO Valuepoint, issued Request for Proposals 16000231 and subsequently entered into the Master Agreement with the Contractor, pursuant to which the Contractor provides laboratory equipment and supplies as described in the Master Agreement; and

WHEREAS, the Commonwealth desires to participate in the Master Agreement to procure laboratory equipment and supplies from the Contractor under the Master Agreement; and

WHEREAS, DGS is authorized under Sections 1902 and 1908 of the Commonwealth Procurement Code, 62 Pa. C. S. §§ 1902 and 1908, to undertake and make this type of contractual arrangement on behalf of the Commonwealth.

NOW, THEREFORE, intending to be legally bound hereby, DGS and the Contractor agree as follows:

1. The Master Agreement is defined as Contract No. MA16000234-2 entered into by the State of Idaho and Contractor, and all other documents attached thereto or incorporated by reference in that Master Agreement as found at http://www.naspovaluepoint.org/#/contract- details/67/overview/general.

2. Except as set forth in this Addendum, DGS and Contractor agree to be bound by the terms and conditions as stated in the Master Agreement, which is made a part of this Addendum and incorporated by reference.

3. DGS and Contractor agree to be bound by the Commonwealth of Pennsylvania Standard Contract Terms and Conditions (BOP-1205, dated 8/14/2015), attached hereto as Exhibit A and made part of this Addendum.

4. Contractor acknowledges and agrees that the following products and services are provided to the Commonwealth under separate contracts and shall not be provided through this Addendum: gloves; parts and equipment for maintenance, repair, and operations (MRO); janitorial supplies; and equipment service and maintenance agreements.

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DocuSign Envelope ID: AEF49835-1873-4467-8C71-8A2BA7D1ACE35011106D-0CA4-44C1-9344-ED49ED03F642

5. DGS and the Contractor agree to be bound by the Supplemental Pricing and Product Availability terms, attached hereto as Exhibit B and made part of this Addendum.

6. Contractor agrees to provide customized fixed pricing for approximately four hundred high- usage “Market Basket” items as described in Paragraph 2 of Exhibit B. The Market Basket for Calendar Year 2017 is attached hereto as Exhibit C and made part of this Addendum.

7. Contractor agrees to allow the Commonwealth to utilize the services of its MarketSource program for third-party purchases of laboratory equipment and supplies not available through the Contractor’s core product offering as described in Paragraph 3 of Exhibit B

8. Contractor agrees to pay to DGS a quarterly administrative fee equal to 2% of the total sales on this Contract. The quarterly sales total to be used to determine this administrative fee shall be based the total amount invoiced by the Contractor for all orders placed through this contract during the applicable quarter, defined as April 1 through June 30, July 1 through September 30, October 1 through December 31, and January 1 through March 31. Payment of the administrative fee shall be due 30 days after the conclusion of each quarter.

9. Contractor agrees to provide an early payment discount of 1% for all payments made by the Commonwealth within 10 days of the receipt of a valid invoice.

10. Contractor shall provide a quarterly report to DGS detailing contract sales and including benchmarking information for cost savings analysis. The format for this report shall be mutually agreed upon by the Contractor and DGS upon execution of this Addendum and may be modified at any time during the contract term upon mutual agreement of both parties.

11. Contractor and DGS agree that COSTARS Program members shall be eligible to utilize this Addendum under the same terms and conditions as the Commonwealth. COSTARS Program Language, which is attached hereto as Exhibit D, is made part of this Addendum. By electing to allow for COSTARS participation in this contract, Contractor agrees to pay the applicable annual administrative fee and abide by the reporting requirements described in Exhibit D to this Addendum.

12. Prior to entering a contract worth at least $1,000,000 or more with a Commonwealth entity, a Contractor must: a) certify it is not on the current list of persons engaged in investment activities in Iran created by the Pennsylvania Department of General Services (“DGS”) pursuant to Section 3503 of the Procurement Code and is eligible to contract with the Commonwealth under Sections 3501-3506 of the Procurement Code; or b) demonstrate it has received an exception from the certification requirement for that solicitation or contract pursuant to Section 3503(e). Contractor must complete and return the Iran Free Procurement Certification form, which is attached hereto as Exhibit E and made part of this Addendum.

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DocuSign Envelope ID: AEF49835-1873-4467-8C71-8A2BA7D1ACE35011106D-0CA4-44C1-9344-ED49ED03F642

13. To the extent that there is a conflict between the contract documents, the order of precedence shall be: a. The Participating Addendum contained herein. b. The Commonwealth of Pennsylvania Standard Terms and Conditions, which is attached hereto as Exhibit A and made part of this Addendum. c. The Supplemental Pricing and Product Availability terms attached hereto as Exhibit B and made part of this Addendum d. The Master Agreement

14. This Participating Addendum shall commence on the Effective Date as described in Section 1 of Exhibit A and shall expire on March 31, 2019. This contract may be renewed for two additional one-year terms at the discretion of DGS provided that concurrent renewal options provided for in the Master Agreement are exercised by NASPO Valuepoint.

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DocuSign Envelope ID: AEF49835-1873-4467-8C71-8A2BA7D1ACE35011106D-0CA4-44C1-9344-ED49ED03F642

IN WITNESS WHEREOF, the parties have signed this Participating Addendum.

Witness: CONTRACTOR:

March 28, 2017 March 28, 2017 By: By: Date Date

Jennifer Schauble Director, Contracts Management Yvonne Garofalo Area Vice President Printed Name and Title Printed Name and Title

91-1319190

Federal I.D. Number

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES

By: To be obtained electronically ____ Deputy Secretary for Procurement Date

PENNSYLVANIA DEPARTMENT OF TREASURY:

To be obtained electronically______Treasurer (or Designee) Date

APPROVED AS TO FORM AND LEGALITY:

To be obtained electronically______Office of Chief Counsel Date

To be obtained electronically ___ Office of General Counsel Date

To be obtained electronically______Office of Attorney General Date

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EXHIBIT A

Commonwealth of Pennsylvania Standard Contract Terms and Conditions

4400016768

STANDARD CONTRACT TERMS AND CONDITIONS – ELECTRONIC CONTRACT

1. TERM OF CONTRACT

The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract.

The Effective Date shall be: a) the Effective Date printed on the Contract after the Contract has been fully executed by the Contractor and the Commonwealth (signed and approved as required by Commonwealth contracting procedures) or b) the "Valid from" date printed on the Contract, whichever is later.

2. EXTENSION OF CONTRACT TERM

The Commonwealth reserves the right, upon notice to the Contractor, to extend the term of the Contract for up to three (3) months upon the same terms and conditions.

3. SIGNATURES

The Contract shall not be a legally binding contract until the fully-executed Contract has been sent to the Contractor. No Commonwealth employee has the authority to verbally direct the commencement of any work or delivery of any supply under this Contract prior to the Effective Date. The Contractor hereby waives any claim or cause of action for any service or work performed prior to the Effective Date.

The Contract may be electronically signed by the Commonwealth. The electronically-printed name of the Purchasing Agent represents the signature of that individual who has the authority, on behalf of the Commonwealth, to bind the Commonwealth to the terms of the Contract. If the Contract output form does not have “Fully Executed” at the top of the first page and does not have the name of the Purchasing Agent printed in the appropriate box, the Contract has not been fully executed.

The fully-executed Contract may be sent to the Contractor electronically or through facsimile equipment. The electronic transmission of the Contract shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Contract shall constitute receipt of the fully-executed Contract.

The Commonwealth and the Contractor specifically agree as follows:

a. No handwritten signature shall be required in order for the Contract to be legally enforceable.

b. The parties agree that no writing shall be required in order to make the Contract legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Contract or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any genuine Contract or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative

BOP-1205 PAGE 2 of 26 Revised: 08/14/2015

proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of a genuine Contract or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Contract or acknowledgement were not in writing or signed by the parties. A Contract or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

c. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary.

4. DEFINITIONS

As used in this Contract, these words shall have the following meanings:

a. Agency: The department, board, commission or other agency of the Commonwealth of Pennsylvania listed as the Purchasing Agency. If a COSTARS entity or external procurement activity has issued an order against this contract, that entity shall also be identified as "Agency".

b. Contracting Officer: The person authorized to administer this Contract for the Commonwealth and to make written determinations with respect to the Contract.

c. Days: Unless specifically indicated otherwise, days mean calendar days.

d. Developed Works or Developed Materials: All documents, sketches, drawings, designs, works, papers, files, reports, computer programs, computer documentation, data, records, software, samples or any other tangible material without limitation authored or prepared by Contractor as the work product covered in the scope of work for the Project.

e. Documentation: All materials required to support and convey information about the services required by this Contract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logical and physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readable storage media.

f. Services: All Contractor activity necessary to satisfy the Contract.

5. PURCHASE ORDERS

The Agency may issue Purchase Orders against the Contract. These orders constitute the Contractor’s authority to make delivery. All Purchase Orders received by the Contractor up to and including the expiration date of the Contract are acceptable and must be performed in accordance with the Contract. Each Purchase Order will be deemed to incorporate the terms and conditions set forth in the Contract.

Purchase Orders may be electronically signed by the Agency. The electronically-printed name of the purchaser represents the signature of that individual who has the authority, on behalf of the Commonwealth, to authorize the Contractor to proceed.

BOP-1205 PAGE 3 of 26 Revised: 08/14/2015

Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Purchase Order shall constitute receipt of an order. Orders received by the Contractor after 4:00 p.m. will be considered received the following business day.

The Commonwealth and the Contractor specifically agree as follows:

a. No handwritten signature shall be required in order for the Contract or Purchase Order to be legally enforceable.

b. The parties agree that no writing shall be required in order to make the Purchase Order legally binding. The parties hereby agree not to contest the validity or enforceability of a Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Purchase Order or acknowledgement were not in writing or signed by the parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

Purchase Orders under ten thousand dollars ($10,000) in total amount may also be made in person or by telephone using a Commonwealth Purchasing Card. When an order is placed by telephone, the Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the card. Contractors agree to accept payment through the use of the Commonwealth Purchasing Card.

6. INDEPENDENT PRIME CONTRACTOR

In performing its obligations under the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the Commonwealth. The Contractor will be responsible for all services in this Contract whether or not Contractor provides them directly. Further, the Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from the Contract.

7. DELIVERY

a. Supplies Delivery: All item(s) shall be delivered F.O.B. Destination. The Contractor agrees to bear the risk of loss, injury, or destruction of the item(s) ordered prior to receipt of the items by the Commonwealth. Such loss, injury, or destruction shall not release the Contractor from any contractual obligations. Except as otherwise provided in this contract, all item(s) must be delivered within the time period specified. Time is of the

BOP-1205 PAGE 4 of 26 Revised: 08/14/2015

essence and, in addition to any other remedies, the Contract is subject to termination for failure to deliver as specified. Unless otherwise stated in this Contract, delivery must be made within thirty (30) days after the Effective Date.

b. Delivery of Services: The Contractor shall proceed with all due diligence in the performance of the services with qualified personnel, in accordance with the completion criteria set forth in the Contract.

8. ESTIMATED QUANTITIES

It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increased or decreased in accordance with the actual requirements of the Commonwealth and that the Commonwealth in accepting any bid or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the Commonwealth. The Commonwealth reserves the right to purchase materials and services covered under the Contract through a separate competitive procurement procedure, whenever Commonwealth deems it to be in its best interest.

9. WARRANTY

The Contractor warrants that all items furnished and all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. Unless otherwise stated in the Contract, all items are warranted for a period of one year following delivery by the Contractor and acceptance by the Commonwealth. The Contractor shall repair, replace or otherwise correct any problem with the delivered item. When an item is replaced, it shall be replaced with an item of equivalent or superior quality without any additional cost to the Commonwealth.

10. PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY

The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option,

BOP-1205 PAGE 5 of 26 Revised: 08/14/2015

either procure the right to continue use of such infringement products, replace them with non- infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

11. OWNERSHIP RIGHTS

The Commonwealth shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the Commonwealth as part of the performance of the Contract.

12. ACCEPTANCE

No item(s) received by the Commonwealth shall be deemed accepted until the Commonwealth has had a reasonable opportunity to inspect the item(s). Any item(s) which is discovered to be defective or fails to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the item(s) or the noncompliance with the specifications were not reasonably ascertainable upon the initial inspection. It shall thereupon become the duty of the Contractor to remove rejected item(s) from the premises without expense to the Commonwealth within fifteen (15) days after notification. Rejected item(s) left longer than fifteen (15) days will be regarded as abandoned, and the Commonwealth shall have the right to dispose of them as its own property and shall retain that portion of the proceeds of any sale which represents the Commonwealth’s costs and expenses in regard to the storage and sale of the item(s). Upon notice of rejection, the Contractor shall immediately replace all such rejected item(s) with others conforming to the specifications and which are not defective. If the Contractor fails, neglects or refuses to do so, the Commonwealth shall then have the right to procure a corresponding quantity of such item(s), and deduct from any monies due or that may thereafter become due to the Contractor, the difference between the price stated in the Contract and the cost thereof to the Commonwealth.

13. PRODUCT CONFORMANCE

The Commonwealth reserves the right to require any and all Contractors to:

a. Provide certified data from laboratory testing performed by the Contractor, or performed by an independent laboratory, as specified by the Commonwealth.

b. Supply published manufacturer product documentation.

c. Permit a Commonwealth representative to witness testing at the Contractor's location or at an independent laboratory.

d. Complete a survey/questionnaire relating to the bid requirements and specifications.

BOP-1205 PAGE 6 of 26 Revised: 08/14/2015

e. Provide customer references.

f. Provide a product demonstration at a location near Harrisburg or the using agency location.

14. REJECTED MATERIAL NOT CONSIDERED ABANDONED

The Commonwealth shall have the right to not regard any rejected material as abandoned and to demand that the Contractor remove the rejected material from the premises within thirty (30) days of notification. The Contractor shall be responsible for removal of the rejected material as well as proper clean-up. If the Contractor fails or refuses to remove the rejected material as demanded by the Commonwealth, the Commonwealth may seek payment from, or set-off from any payments due to the Contractor under this or any other Contract with the Commonwealth, the costs of removal and clean-up. This is in addition to all other rights to recover costs incurred by the Commonwealth.

15. COMPLIANCE WITH LAW

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract.

16. ENVIRONMENTAL PROVISIONS

In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations, including, but not limited to, the Clean Streams Law Act of June 22, 1937 (P.L. 1987, No. 394), as amended 35 P.S. § 691.601 et seq.; the Pennsylvania Solid Waste Management Act, Act of July 7, 1980 (P.L. 380, No. 97), as amended, 35 P.S. § 6018.101 et seq.; and the Dam Safety and Encroachment Act, Act of November 26, 1978 (P.L. 1375, No. 325), as amended, 32 P.S. § 693.1.

17. POST-CONSUMER RECYCLED CONTENT

a. Except as specifically waived by the Department of General Services in writing, any products which are provided to the Commonwealth as a part of the performance of the Contract must meet the minimum percentage levels for total recycled content as specified on the Department of General Services website at www.dgs.state.pa.us on the date of submission of the bid, proposal or contract offer.

b. Recycled Content Enforcement: The Contractor may be required, after delivery of the Contract item(s), to provide the Commonwealth with documentary evidence that the item(s) was in fact produced with the required minimum percentage of post-consumer and recovered material content.

18. COMPENSATION

a. Compensation for Supplies: The Contractor shall be required to furnish the awarded item(s) at the price(s) quoted in the Purchase Order. All item(s) shall be delivered within the time period(s) specified in the Purchase Order. The Contractor shall be compensated only for item(s) that are delivered and accepted by the Commonwealth.

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b. Compensation for Services: The Contractor shall be required to perform the specified services at the price(s) quoted in the Contract. All services shall be performed within the time period(s) specified in the Contract. The Contractor shall be compensated only for work performed to the satisfaction of the Commonwealth. The Contractor shall not be allowed or paid travel or per diem expenses except as specifically set forth in the Contract.

19. BILLING REQUIREMENTS

Unless the Contractor has been authorized by the Commonwealth for Evaluated Receipt Settlement or Vendor Self-Invoicing, the Contractor shall include in all of its invoices the following minimum information:

a. Vendor name and "Remit to" address, including SAP Vendor number;

b. Bank routing information, if ACH;

c. SAP Purchase Order number;

d. Delivery Address, including name of Commonwealth agency;

e. Description of the supplies/services delivered in accordance with SAP Purchase Order (include purchase order line number if possible);

f. Quantity provided;

g. Unit price;

h. Price extension;

i. Total price; and

j. Delivery date of supplies or services.

If an invoice does not contain the minimum information set forth in this paragraph, the Commonwealth may return the invoice as improper. If the Commonwealth returns an invoice as improper, the time for processing a payment will be suspended until the Commonwealth receives a correct invoice. The Contractor may not receive payment until the Commonwealth has received a correct invoice.

Contractors are required to establish separate billing accounts with each using agency and invoice them directly. Each invoice shall be itemized with adequate detail and match the line item on the Purchase Order. In no instance shall any payment be made for services to the Contractor that are not in accordance with the prices on the Purchase Order, the Contract, updated price lists or any discounts negotiated by the purchasing agency.

20. PAYMENT

a. The Commonwealth shall put forth reasonable efforts to make payment by the required payment date. The required payment date is: (a) the date on which payment is due under the terms of the Contract; (b) thirty (30) days after a proper invoice actually is received at

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the “Bill To” address if a date on which payment is due is not specified in the Contract (a “proper” invoice is not received until the Commonwealth accepts the service as satisfactorily performed); or (c) the payment date specified on the invoice if later than the dates established by (a) and (b) above. Payment may be delayed if the payment amount on an invoice is not based upon the price(s) as stated in the Contract. If any payment is not made within fifteen (15) days after the required payment date, the Commonwealth may pay interest as determined by the Secretary of Budget in accordance with Act No. 266 of 1982 and regulations promulgated pursuant thereto. Payment should not be construed by the Contractor as acceptance of the service performed by the Contractor. The Commonwealth reserves the right to conduct further testing and inspection after payment, but within a reasonable time after performance, and to reject the service if such post payment testing or inspection discloses a defect or a failure to meet specifications. The Contractor agrees that the Commonwealth may set off the amount of any state tax liability or other obligation of the Contractor or its subsidiaries to the Commonwealth against any payments due the Contractor under any contract with the Commonwealth.

b. The Commonwealth shall have the option of using the Commonwealth purchasing card to make purchases under the Contract or Purchase Order. The Commonwealth’s purchasing card is similar to a credit card in that there will be a small fee which the Contractor will be required to pay and the Contractor will receive payment directly from the card issuer rather than the Commonwealth. Any and all fees related to this type of payment are the responsibility of the Contractor. In no case will the Commonwealth allow increases in prices to offset credit card fees paid by the Contractor or any other charges incurred by the Contractor, unless specifically stated in the terms of the Contract or Purchase Order.

c. The Commonwealth will make contract payments through Automated Clearing House (ACH).

1) Within 10 days of award of the contract or purchase order, the contractor must submit or must have already submitted their ACH information within their user profile in the Commonwealth’s procurement system (SRM).

2) The contractor must submit a unique invoice number with each invoice submitted. The unique invoice number will be listed on the Commonwealth of Pennsylvania’s ACH remittance advice to enable the contractor to properly apply the state agency’s payment to the invoice submitted.

3) It is the responsibility of the contractor to ensure that the ACH information contained in SRM is accurate and complete. Failure to maintain accurate and complete information may result in delays in payments.

21. TAXES

The Commonwealth is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly registered with the Internal Revenue Service to make tax free purchases under Registration No. 23740001-K. With the exception of purchases of the following items, no exemption certificates are required and none will be issued: undyed diesel fuel, tires, trucks, gas guzzler emergency vehicles, and sports fishing equipment. The Commonwealth is also exempt from Pennsylvania state sales tax, local sales tax, public transportation assistance taxes and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates are not required for sales made to governmental entities and none will be issued.

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Nothing in this paragraph is meant to exempt a construction contractor from the payment of any of these taxes or fees which are required to be paid with respect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred in connection with the performance of a construction contract.

22. ASSIGNMENT OF ANTITRUST CLAIMS

The Contractor and the Commonwealth recognize that in actual economic practice, overcharges by the Contractor’s suppliers resulting from violations of state or federal antitrust laws are in fact borne by the Commonwealth. As part of the consideration for the award of the Contract, and intending to be legally bound, the Contractor assigns to the Commonwealth all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products and services which are the subject of this Contract.

23. COMMONWEALH HELD HARMLESS

a. The Contractor shall hold the Commonwealth harmless from and indemnify the Commonwealth against any and all third party claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract, provided the Commonwealth gives Contractor prompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act (71 P.S. Section 732-101, et seq.), the Office of Attorney General (OAG) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretion and under such terms as it deems appropriate, delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense of such suits.

b. Notwithstanding the above, neither party shall enter into any settlement without the other party's written consent, which shall not be unreasonably withheld. The Commonwealth may, in its sole discretion, allow the Contractor to control the defense and any related settlement negotiations.

24. AUDIT PROVISIONS

The Commonwealth shall have the right, at reasonable times and at a site designated by the Commonwealth, to audit the books, documents and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for the Contract. The Contractor agrees to maintain records which will support the prices charged and costs incurred for the Contract. The Contractor shall preserve books, documents, and records that relate to costs or pricing data for the Contract for a period of three (3) years from date of final payment. The Contractor shall give full and free access to all records to the Commonwealth and/or their authorized representatives.

25. DEFAULT

a. The Commonwealth may, subject to the Force Majeure provisions of this Contract, and in addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in the Termination Provisions of this Contract) the whole or any part of this Contract or any Purchase Order for any of the following reasons:

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1) Failure to begin work within the time specified in the Contract or Purchase Order or as otherwise specified;

2) Failure to perform the work with sufficient labor, equipment, or material to insure the completion of the specified work in accordance with the Contract or Purchase Order terms;

3) Unsatisfactory performance of the work;

4) Failure to deliver the awarded item(s) within the time specified in the Contract or Purchase Order or as otherwise specified;

5) Improper delivery;

6) Failure to provide an item(s) which is in conformance with the specifications referenced in the Contract or Purchase Order;

7) Delivery of a defective item;

8) Failure or refusal to remove material, or remove and replace any work rejected as defective or unsatisfactory;

9) Discontinuance of work without approval;

10) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;

11) Insolvency or bankruptcy;

12) Assignment made for the benefit of creditors;

13) Failure or refusal within 10 days after written notice by the Contracting Officer, to make payment or show cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;

14) Failure to protect, to repair, or to make good any damage or injury to property;

15) Breach of any provision of the Contract;

16) Failure to comply with representations made in the Contractor's bid/proposal; or

17) Failure to comply with applicable industry standards, customs, and practice.

b. In the event that the Commonwealth terminates this Contract or any Purchase Order in whole or in part as provided in Subparagraph a. above, the Commonwealth may procure, upon such terms and in such manner as it determines, items similar or identical to those so terminated, and the Contractor shall be liable to the Commonwealth for any reasonable excess costs for such similar or identical items included within the terminated part of the Contract or Purchase Order.

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c. If the Contract or a Purchase Order is terminated as provided in Subparagraph a. above, the Commonwealth, in addition to any other rights provided in this paragraph, may require the Contractor to transfer title and deliver immediately to the Commonwealth in the manner and to the extent directed by the Contracting Officer, such partially completed items, including, where applicable, reports, working papers and other documentation, as the Contractor has specifically produced or specifically acquired for the performance of such part of the Contract or Purchase Order as has been terminated. Except as provided below, payment for completed work accepted by the Commonwealth shall be at the Contract price. Except as provided below, payment for partially completed items including, where applicable, reports and working papers, delivered to and accepted by the Commonwealth shall be in an amount agreed upon by the Contractor and Contracting Officer. The Commonwealth may withhold from amounts otherwise due the Contractor for such completed or partially completed works, such sum as the Contracting Officer determines to be necessary to protect the Commonwealth against loss.

d. The rights and remedies of the Commonwealth provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

e. The Commonwealth's failure to exercise any rights or remedies provided in this paragraph shall not be construed to be a waiver by the Commonwealth of its rights and remedies in regard to the event of default or any succeeding event of default.

f. Following exhaustion of the Contractor's administrative remedies as set forth in the Contract Controversies Provision of the Contract, the Contractor's exclusive remedy shall be to seek damages in the Board of Claims.

26. FORCE MAJEURE

Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party’s control may include, but aren’t limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes.

The Contractor shall notify the Commonwealth orally within five (5) days and in writing within ten (10) days of the date on which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the Commonwealth may reasonably request. After receipt of such notification, the Commonwealth may elect to cancel the Contract, cancel the Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the Contractor’s delay.

In the event of a declared emergency by competent governmental authorities, the Commonwealth by notice to the Contractor, may suspend all or a portion of the Contract or Purchase Order.

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27. TERMINATION PROVISIONS

The Commonwealth has the right to terminate this Contract or any Purchase Order for any of the following reasons. Termination shall be effective upon written notice to the Contractor.

a. TERMINATION FOR CONVENIENCE: The Commonwealth shall have the right to terminate the Contract or a Purchase Order for its convenience if the Commonwealth determines termination to be in its best interest. The Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall the Contractor be entitled to recover loss of profits.

b. NON-APPROPRIATION: The Commonwealth’s obligation to make payments during any Commonwealth fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the Commonwealth shall have the right to terminate the Contract or a Purchase Order. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the Contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid from any appropriations available for that purpose

c. TERMINATION FOR CAUSE: The Commonwealth shall have the right to terminate the Contract or a Purchase Order for Contractor default under the Default Clause upon written notice to the Contractor. The Commonwealth shall also have the right, upon written notice to the Contractor, to terminate the Contract or a Purchase Order for other cause as specified in the Contract or by law. If it is later determined that the Commonwealth erred in terminating the Contract or a Purchase Order for cause, then, at the Commonwealth’s discretion, the Contract or Purchase Order shall be deemed to have been terminated for convenience under Subparagraph a.

28. CONTRACT CONTROVERSIES

a. In the event of a controversy or claim arising from the Contract, the Contractor must, within six months after the cause of action accrues, file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum. At the time the claim is filed, or within sixty (60) days thereafter, either party may request mediation through the Commonwealth Office of General Counsel Dispute Resolution Program.

b. If the Contractor or the contracting officer requests mediation and the other party agrees, the contracting officer shall promptly make arrangements for mediation. Mediation shall be scheduled so as to not delay the issuance of the final determination beyond the required 120 days after receipt of the claim if mediation is unsuccessful. If mediation is not agreed to or if resolution is not reached through mediation, the contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Contractor. The contracting

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officer shall send his/her written determination to the Contractor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer's determination shall be the final order of the purchasing agency.

c. Within fifteen (15) days of the mailing date of the determination denying a claim or within 135 days of filing a claim if, no extension is agreed to by the parties, whichever occurs first, the Contractor may file a statement of claim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, the Contractor shall proceed diligently with the performance of the Contract in a manner consistent with the determination of the contracting officer and the Commonwealth shall compensate the Contractor pursuant to the terms of the Contract.

29. ASSIGNABILITY AND SUBCONTRACTING

a. Subject to the terms and conditions of this Paragraph, this Contract shall be binding upon the parties and their respective successors and assigns.

b. The Contractor shall not subcontract with any person or entity to perform all or any part of the work to be performed under this Contract without the prior written consent of the Contracting Officer, which consent may be withheld at the sole and absolute discretion of the Contracting Officer.

c. The Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of the Contracting Officer, which consent may be withheld at the sole and absolute discretion of the Contracting Officer.

d. Notwithstanding the foregoing, the Contractor may, without the consent of the Contracting Officer, assign its rights to payment to be received under the Contract, provided that the Contractor provides written notice of such assignment to the Contracting Officer together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of this Contract.

e. For the purposes of this Contract, the term “assign” shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company.

f. Any assignment consented to by the Contracting Officer shall be evidenced by a written assignment agreement executed by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the Contract and to assume the duties, obligations, and responsibilities being assigned.

g. A change of name by the Contractor, following which the Contractor’s federal identification number remains unchanged, shall not be considered to be an assignment hereunder. The Contractor shall give the Contracting Officer written notice of any such change of name.

30. OTHER CONTRACTORS

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The Commonwealth may undertake or award other contracts for additional or related work, and the Contractor shall fully cooperate with other contractors and Commonwealth employees, and coordinate its work with such additional work as may be required. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Commonwealth employees. This paragraph shall be included in the Contracts of all contractors with which this Contractor will be required to cooperate. The Commonwealth shall equitably enforce this paragraph as to all contractors to prevent the imposition of unreasonable burdens on any contractor.

31. NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE

The Contractor agrees:

a. In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the contract or any subcontract, the Contractor, each subcontractor, or any person acting on behalf of the Contractor or subcontractor shall not discriminate in violation of the Pennsylvania Human Relations Act (PHRA) and applicable federal laws against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

b. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate in violation of the PHRA and applicable federal laws against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under the contract.

c. The Contractor and each subcontractor shall establish and maintain a written nondiscrimination and sexual harassment policy and shall inform their employees of the policy. The policy must contain a provision that sexual harassment will not be tolerated and employees who practice it will be disciplined. Posting this Nondiscrimination/Sexual Harassment Clause conspicuously in easily-accessible and well-lighted places customarily frequented by employees and at or near where the contract services are performed shall satisfy this requirement.

d. The Contractor and each subcontractor shall not discriminate in violation of PHRA and applicable federal laws against any subcontractor or supplier who is qualified to perform the work to which the contract relates.

e. The Contractor and each subcontractor represents that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws and regulations relating to nondiscrimination and sexual harassment. The Contractor and each subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. The Contractor and each subcontractor shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the contracting agency and the Bureau of Small Business Opportunities (BSBO), for purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

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f. The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that those provisions applicable to subcontractors will be binding upon each subcontractor.

g. The Contractor’s and each subcontractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Contractor and each subcontractor shall have an obligation to inform the Commonwealth if, at any time during the term of the contract, it becomes aware of any actions or occurrences that would result in violation of these provisions.

h. The Commonwealth may cancel or terminate the contract and all money due or to become due under the contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.

32. CONTRACTOR INTEGRITY PROVISIONS

It is essential that those who seek to contract with the Commonwealth of Pennsylvania (“Commonwealth”) observe high standards of honesty and integrity. They must conduct themselves in a manner that fosters public confidence in the integrity of the Commonwealth contracting and procurement process.

1. DEFINITIONS. For purposes of these Contractor Integrity Provisions, the following terms shall have the meanings found in this Section:

a. “Affiliate” means two or more entities where (a) a parent entity owns more than fifty percent of the voting stock of each of the entities; or (b) a common shareholder or group of shareholders owns more than fifty percent of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

b. “Consent” means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of the execution of this contract.

c. “Contractor” means the individual or entity, that has entered into this contract with the Commonwealth.

d. “Contractor Related Parties” means any affiliates of the Contractor and the Contractor’s executive officers, Pennsylvania officers and directors, or owners of 5 percent or more interest in the Contractor.

e. “Financial Interest” means either:

(1) Ownership of more than a five percent interest in any business; or

(2) Holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

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f. “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply.

g. “Non-bid Basis” means a contract awarded or executed by the Commonwealth with Contractor without seeking bids or proposals from any other potential bidder or offeror.

2. In furtherance of this policy, Contractor agrees to the following:

a. Contractor shall maintain the highest standards of honesty and integrity during the performance of this contract and shall take no action in violation of state or federal laws or regulations or any other applicable laws or regulations, or other requirements applicable to Contractor or that govern contracting or procurement with the Commonwealth.

b. Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to the Contractor activity with the Commonwealth and Commonwealth employees and which is made known to all Contractor employees. Posting these Contractor Integrity Provisions conspicuously in easily-accessible and well-lighted places customarily frequented by employees and at or near where the contract services are performed shall satisfy this requirement.

c. Contractor, its affiliates, agents, employees and anyone in privity with Contractor shall not accept, agree to give, offer, confer, or agree to confer or promise to confer, directly or indirectly, any gratuity or pecuniary benefit to any person, or to influence or attempt to influence any person in violation of any federal or state law, regulation, executive order of the Governor of Pennsylvania, statement of policy, management directive or any other published standard of the Commonwealth in connection with performance of work under this contract, except as provided in this contract.

d. Contractor shall not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material under this contract, unless the financial interest is disclosed to the Commonwealth in writing and the Commonwealth consents to Contractor’s financial interest prior to Commonwealth execution of the contract. Contractor shall disclose the financial interest to the Commonwealth at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than Contractor’s submission of the contract signed by Contractor.

e. Contractor certifies to the best of its knowledge and belief that within the last five (5) years Contractor or Contractor Related Parties have not:

(1) been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction;

(2) been suspended, debarred or otherwise disqualified from entering into any contract with any governmental agency;

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(3) had any business license or professional license suspended or revoked;

(4) had any sanction or finding of fact imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust; and

(5) been, and is not currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or civil anti-trust investigation by any federal, state or local prosecuting or investigative agency.

If Contractor cannot so certify to the above, then it must submit along with its bid, proposal or contract a written explanation of why such certification cannot be made and the Commonwealth will determine whether a contract may be entered into with the Contractor. The Contractor’s obligation pursuant to this certification is ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to immediately notify the Commonwealth in writing if at any time during the term of the contract if becomes aware of any event which would cause the Contractor’s certification or explanation to change. Contractor acknowledges that the Commonwealth may, in its sole discretion, terminate the contract for cause if it learns that any of the certifications made herein are currently false due to intervening factual circumstances or were false or should have been known to be false when entering into the contract.

f. Contractor shall comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S. §13A01 et seq.) regardless of the method of award. If this contract was awarded on a Non-bid Basis, Contractor must also comply with the requirements of the Section 1641 of the Pennsylvania Election Code (25 P.S. §3260a).

g. When Contractor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or these Contractor Integrity Provisions has occurred or may occur, including but not limited to contact by a Commonwealth officer or employee which, if acted upon, would violate such ethical standards, Contractor shall immediately notify the Commonwealth contracting officer or the Office of the State Inspector General in writing.

h. Contractor, by submission of its bid or proposal and/or execution of this contract and by the submission of any bills, invoices or requests for payment pursuant to the contract, certifies and represents that it has not violated any of these Contractor Integrity Provisions in connection with the submission of the bid or proposal, during any contract negotiations or during the term of the contract, to include any extensions thereof. Contractor shall immediately notify the Commonwealth in writing of any actions for occurrences that would result in a violation of these Contractor Integrity Provisions. Contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of the State Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and the Commonwealth that results in the suspension or debarment of the Contractor. Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor’s suspension or debarment.

i. Contractor shall cooperate with the Office of the State Inspector General in its investigation of any alleged Commonwealth agency or employee breach of ethical standards and any alleged Contractor non-compliance with these Contractor Integrity

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Provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of an Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Contractor's integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor's business or financial records, documents or files of any type or form that refer to or concern this contract. Contractor shall incorporate this paragraph in any agreement, contract or subcontract it enters into in the course of the performance of this contract/agreement solely for the purpose of obtaining subcontractor compliance with this provision. The incorporation of this provision in a subcontract shall not create privity of contract between the Commonwealth and any such subcontractor, and no third party beneficiaries shall be created thereby.

j. For violation of any of these Contractor Integrity Provisions, the Commonwealth may terminate this and any other contract with Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these Provisions, claim damages for all additional costs and expenses incurred in obtaining another contractor to complete performance under this contract, and debar and suspend Contractor from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

33. CONTRACTOR RESPONSIBILITY PROVISIONS

For the purpose of these provisions, the term contractor is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee or lessor, who has furnished or performed or seeks to furnish or perform, goods, supplies, services, leased space, construction or other activity, under a contract, grant, lease, purchase order or reimbursement agreement with the Commonwealth of Pennsylvania (Commonwealth). The term contractor includes a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other public entity in the Commonwealth.

a. The Contractor certifies, in writing, for itself and its subcontractors required to be disclosed or approved by the Commonwealth, that as of the date of its execution of this Bid/Contract, that neither the Contractor, nor any such subcontractors, are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot so certify, then it agrees to submit, along with its Bid/Contract, a written explanation of why such certification cannot be made.

b. The Contractor also certifies, in writing, that as of the date of its execution of this Bid/Contract it has no tax liabilities or other Commonwealth obligations, or has filed a timely administrative or judicial appeal if such liabilities or obligations exist, or is subject to a duly approved deferred payment plan if such liabilities exist.

c. The Contractor's obligations pursuant to these provisions are ongoing from and after the effective date of the Contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to inform the Commonwealth if, at any time during the term of the Contract, it becomes delinquent in the payment of taxes, or other

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Commonwealth obligations, or if it or, to the best knowledge of the Contractor, any of its subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity. Such notification shall be made within 15 days of the date of suspension or debarment.

d. The failure of the Contractor to notify the Commonwealth of its suspension or debarment by the Commonwealth, any other state, or the federal government shall constitute an event of default of the Contract with the Commonwealth.

e. The Contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the Commonwealth that results in the suspension or debarment of the contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor's suspension or debarment.

f. The Contractor may obtain a current list of suspended and debarred Commonwealth contractors by either searching the Internet at http://www.dgs.state.pa.us/ or contacting the: Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, PA 17125 Telephone No: (717) 783-6472 FAX No: (717) 787-9138

34. AMERICANS WITH DISABILITIES ACT

a. Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28 C.F.R. § 35.101 et seq., the Contractor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Contract or from activities provided for under this Contract on the basis of the disability. As a condition of accepting this contract, the Contractor agrees to comply with the “General Prohibitions Against Discrimination,” 28 C.F.R. § 35.130, and all other regulations promulgated under Title II of The Americans With Disabilities Act which are applicable to all benefits, services, programs, and activities provided by the Commonwealth of Pennsylvania through contracts with outside contractors.

b. The Contractor shall be responsible for and agrees to indemnify and hold harmless the Commonwealth of Pennsylvania from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the Commonwealth of Pennsylvania as a result of the Contractor’s failure to comply with the provisions of subparagraph a above.

35. HAZARDOUS SUBSTANCES

The Contractor shall provide information to the Commonwealth about the identity and hazards of hazardous substances supplied or used by the Contractor in the performance of the Contract. The Contractor must comply with Act 159 of October 5, 1984, known as the “Worker and Community

BOP-1205 PAGE 20 of 26 Revised: 08/14/2015

Right to Know Act” (the “Act”) and the regulations promulgated pursuant thereto at 4 Pa. Code Section 301.1 et seq.

a. Labeling. The Contractor shall insure that each individual product (as well as the carton, container or package in which the product is shipped) of any of the following substances (as defined by the Act and the regulations) supplied by the Contractor is clearly labeled, tagged or marked with the information listed in Paragraph (1) through (4):

1) Hazardous substances:

a) The chemical name or common name,

b) A hazard warning, and

c) The name, address, and telephone number of the manufacturer.

2) Hazardous mixtures:

a) The common name, but if none exists, then the trade name,

b) The chemical or common name of special hazardous substances comprising .01% or more of the mixture,

c) The chemical or common name of hazardous substances consisting 1.0% or more of the mixture,

d) A hazard warning, and

e) The name, address, and telephone number of the manufacturer.

3) Single chemicals:

a) The chemical name or the common name,

b) A hazard warning, if appropriate, and

c) The name, address, and telephone number of the manufacturer.

4) Chemical Mixtures:

a) The common name, but if none exists, then the trade name,

b) A hazard warning, if appropriate,

c) The name, address, and telephone number of the manufacturer, and

d) The chemical name or common name of either the top five substances by volume or those substances consisting of 5.0% or more of the mixture.

BOP-1205 PAGE 21 of 26 Revised: 08/14/2015

A common name or trade name may be used only if the use of the name more easily or readily identifies the true nature of the hazardous substance, hazardous mixture, single chemical, or mixture involved.

Container labels shall provide a warning as to the specific nature of the hazard arising from the substance in the container.

The hazard warning shall be given in conformity with one of the nationally recognized and accepted systems of providing warnings, and hazard warnings shall be consistent with one or more of the recognized systems throughout the workplace. Examples are:

▪ NFPA 704, Identification of the Fire Hazards of Materials.

▪ National Paint and Coatings Association: Hazardous Materials Identification System.

▪ American Society for Testing and Materials, Safety Alert Pictorial Chart.

▪ American National Standard Institute, Inc., for the Precautionary Labeling of Hazardous Industrial Chemicals.

Labels must be legible and prominently affixed to and displayed on the product and the carton, container, or package so that employees can easily identify the substance or mixture present therein.

b. Material Safety Data Sheet. The contractor shall provide Material Safety Data Sheets (MSDS) with the information required by the Act and the regulations for each hazardous substance or hazardous mixture. The Commonwealth must be provided an appropriate MSDS with the initial shipment and with the first shipment after an MSDS is updated or product changed. For any other chemical, the contractor shall provide an appropriate MSDS, if the manufacturer, importer, or supplier produces or possesses the MSDS. The contractor shall also notify the Commonwealth when a substance or mixture is subject to the provisions of the Act. Material Safety Data Sheets may be attached to the carton, container, or package mailed to the Commonwealth at the time of shipment.

36. COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Commonwealth shall have the right to terminate the Contract without liability or in its discretion to deduct from the Contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

37. APPLICABLE LAW

This Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, waiving any claim or

BOP-1205 PAGE 22 of 26 Revised: 08/14/2015

defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law.

38. INTEGRATION

This Contract, including all referenced documents, and any Purchase Order constitutes the entire agreement between the parties. No agent, representative, employee or officer of either the Commonwealth or the Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the Contract, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties.

39. ORDER OF PRECEDENCE

In the event there is a conflict among the documents comprising this Contract, the Commonwealth and the Contractor agree on the following order of precedence: the Contract; the solicitation; and the Contractor’s response to the solicitation.

40. CONTROLLING TERMS AND CONDITIONS

The terms and conditions of this Contract shall be the exclusive terms of agreement between the Contractor and the Commonwealth. All quotations requested and received from the Contractor are for obtaining firm pricing only. Other terms and conditions or additional terms and conditions included or referenced in the Contractor's quotations, invoices, business forms, or other documentation shall not become part of the parties’ agreement and shall be disregarded by the parties, unenforceable by the Contractor and not binding on the Commonwealth.

41. CHANGES

The Commonwealth reserves the right to make changes at any time during the term of the Contract or any renewals or extensions thereof: 1) to increase or decrease the quantities resulting from variations between any estimated quantities in the Contract and actual quantities; 2) to make changes to the services within the scope of the Contract; 3) to notify the Contractor that the Commonwealth is exercising any Contract renewal or extension option; or 4) to modify the time of performance that does not alter the scope of the Contract to extend the completion date beyond the Expiration Date of the Contract or any renewals or extensions thereof. Any such change shall be made by the Contracting Officer by notifying the Contractor in writing. The change shall be effective as of the date of the change, unless the notification of change specifies a later effective date. Such increases, decreases, changes, or modifications will not invalidate the Contract, nor, if performance security is being furnished in conjunction with the Contract, release the security obligation. The Contractor agrees to provide the service in accordance with the change order. Any dispute by the Contractor in regard to the performance required by any notification of change shall be handled through Contract Controversies Provision.

42. BACKGROUND CHECKS

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a. The Contractor must, at its expense, arrange for a background check for each of its employees, as well as the employees of any of its subcontractors, who will have access to Commonwealth facilities, either through on-site access or through remote access. Background checks are to be conducted via the Request for Criminal Record Check form and procedure found at http://www.psp.state.pa.us/psp/lib/psp/sp4-164.pdf. The background check must be conducted prior to initial access and on an annual basis thereafter.

b. Before the Commonwealth will permit access to the Contractor, the Contractor must provide written confirmation that the background checks have been conducted. If, at any time, it is discovered that a Contractor employee has a criminal record that includes a felony or misdemeanor involving terroristic behavior, violence, use of a lethal weapon, or breach of trust/fiduciary responsibility or which raises concerns about building, system or personal security or is otherwise job-related, the Contractor shall not assign that employee to any Commonwealth facilities, shall remove any access privileges already given to the employee and shall not permit that employee remote access unless the Commonwealth consents to the access, in writing, prior to the access. The Commonwealth may withhold its consent in its sole discretion. Failure of the Contractor to comply with the terms of this Section on more than one occasion or Contractor's failure to appropriately address any single failure to the satisfaction of the Commonwealth may result in the Contractor being deemed in default of its Contract.

c. The Commonwealth specifically reserves the right of the Commonwealth to conduct background checks over and above that described herein.

d. Access to certain Capitol Complex buildings and other state office buildings is controlled by means of card readers and secured visitors' entrances. Commonwealth contracted personnel who have regular and routine business in Commonwealth worksites may be issued a photo identification or access badge subject to the requirements of the contracting agency and DGS set forth in Enclosure 3 of Commonwealth Management Directive 625.10 Amended (January 30, 2008) Card Reader and Emergency Response Access to Certain Capitol Complex Buildings and Other State Office Buildings. The requirements, policy and procedures include a processing fee payable by the Contractor for contracted personnel photo identification or access badges.

43. CONFIDENTIALITY

a. The Contractor agrees to guard the confidentiality of the Commonwealth’s confidential information with the same diligence with which it guards its own proprietary information. If the Contractor needs to disclose all or part of project materials to third parties to assist in the work or service performed for the Commonwealth, it may do so only if such third parties sign agreements containing substantially the same provisions as contained in this Section. The Commonwealth agrees to protect the confidentiality of Contractor's confidential information. In order for information to be deemed to be confidential, the party claiming confidentiality must designate the information as "confidential" in such a way as to give notice to the other party. The parties agree that such confidential information shall not be copied, in whole or in part, except when essential for authorized use under this Contract. Each copy of such confidential information shall be marked by the party making the copy with all confidentiality notices appearing in the original. Upon termination or cancellation of this Contract or any license

BOP-1205 PAGE 24 of 26 Revised: 08/14/2015

granted hereunder, the receiving party will return to the disclosing party all copies of the confidential information in the receiving party's possession, other than one copy, which may be maintained for archival purposes only. Both parties agree that a material breach of these requirements may, after failure to cure within the time frame specified in this Contract, and at the discretion of the non-breaching party, result in termination for default.

b. The obligations stated in this Section do not apply to information:

1) already known to the recipient at the time of disclosure other than through the contractual relationship;

2) independently generated by the recipient and not derived from the information supplied by the disclosing party;

3) known or available to the public, except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the proprietary information;

4) disclosed to the recipient without a similar restriction by a third party who has the right to make such disclosure; or

5) required to be disclosed by the recipient by law, regulation, court order, or other legal process.

c. There shall be no restriction with respect to the use or disclosure of any ideas, concepts, know-how, or data processing techniques developed alone or jointly with the Commonwealth in connection with services provided to the Commonwealth under this Contract.

44. MANUFACTURER’S PRICE REDUCTION

If, prior to the delivery of the awarded item(s) by the Contractor, a price reduction is announced by the original equipment manufacturer, a comparative price reduction will be given to the Commonwealth by the Contractor.

45. NOTICE

Any written notice to any party under this Contract shall be deemed sufficient if delivered personally, or by facsimile, telecopy, electronic or digital transmission (provided such delivery is confirmed), or by a recognized overnight courier service (e.g., DHL, Federal Express, etc.) with confirmed receipt, or by certified or registered United States mail, postage prepaid, return receipt requested, and sent to following:

a. If to the Contractor: the Contractor's address as recorded in the Commonwealth's Supplier Registration system.

b. If to the Commonwealth: the address of the Issuing Office as set forth on the Contract.

46. RIGHT TO KNOW LAW

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a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency.

b. If the Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the Commonwealth.

c. Upon written notification from the Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall:

1) Provide the Commonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and

2) Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract.

d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL.

e. The Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the Commonwealth’s determination.

f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth.

g. The Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

BOP-1205 PAGE 26 of 26 Revised: 08/14/2015

h. The Contractor may file a legal challenge to any Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Contractor shall indemnify the Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the Commonwealth’s disclosure of Requested Information pursuant to the RTKL.

i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

BOP-1205 PAGE 27 of 26 Revised: 08/14/2015

EXHIBIT B

Supplemental Pricing and Product Availability

4400016768

Page 1 of 3

DGS agrees to the following pricing terms offered by the Contractor. This price offering is intended to supplement the Contractor’s pricing in the Master Agreement:

1. Contractor agrees to provide an incremental discount of 5% in addition to the item category discounts offered under the Master Agreement for all items purchased for a total annual spend of $1000 or greater during the preceding calendar year. The items to be discounted in this manner during all subsequent calendar years shall be determined using the prior calendar year’s sales. The Contractor shall determine the items to be discounted in this manner from the Effective Date until December 31, 2017 using data for Contractor’s sales to the Commonwealth during calendar year 2016 on a precursor Contract. a. The following items shall be excluded from this Paragraph 1: 1) Items included in the “Market Basket” described below in Paragraph 2 2) Items included in the High-Volume Consumables Pricing list of the Master Agreement 3) 3rd Party “MarketSource” purchases as described in Paragraph 3 below b. In accordance with the Contractor’s Discount Schedule in the Master Agreement, any items for which the final price after all discounts are applied would result in a gross margin of less than 11% to the Contractor will be priced at the Contractor’s sales cost plus 12.36%. Contractor agrees to identify all items for which this restriction is applied in its Quarterly Sales Report as described in Paragraph 10 of the Participating Addendum or upon request.

2. Contractor agrees to provide customized fixed pricing during Calendar Year 2017 for four hundred high-usage “Market Basket” items as defined by the Commonwealth. These customized prices shall be less than the prices under the item category discounts in the Master Agreement or the prices after applying the additional 5% discount as described in Paragraph 5 above. The Market Basket for Calendar Year 2017 is attached as Exhibit C to the Participating Addendum. a. The Commonwealth reserves the right to propose a revised Market Basket of approximately four hundred high-usage items to be priced in the manner described above to be implemented for Calendar Year 2018 and each subsequent calendar year during the Contract term. Any such revised Market Baskets shall take effect January 1 of the applicable calendar year. b. In the event a Market Basket item is included in the High-Volume Consumables Pricing List of the Master Agreement, the Market Basket price offered by the Contractor shall be less than or equal to the Master Agreement High-Volume Consumables List price.

3. Contractor agrees to provide third-party sourcing services to the Commonwealth through its MarketSource Program. a. The MarketSource program is comprised of two unique item types based on Contractor catalog availability and pricing: 1) Catalog Items – Items are listed and available for purchase through Contractor’s online catalog. Catalog MarketSource Items shall be priced in accordance with the item category discount schedule of the Master Agreement.

Page 2 of 3

2) Non-Catalog Items – Items available for third-party purchase but not listed in Contractor’s online catalog. Pricing for Non-Catalog MarketSource items shall be capped at the following: a) For Instruments and Equipment – Contractor’s invoice cost multiplied by 1.075 b) All other products – Contractor’s invoice cost multiplied by 1.176 c) The Contractor and the Commonwealth may, by mutual agreement, designate certain Non-Catalog Market Source consumable products to be high volume repetitive consumables. The pricing for any such designated items shall be capped at Contractor’s invoice cost multiplied by 1.11. b. Contractor and the Commonwealth shall review the purchases made through the MarketSource program on a quarterly basis during the term of the Contract to evaluate the cost-effectiveness of the program to both parties. The Commonwealth and the Contractor agree to discuss modifications to the Commonwealth’s use of MarketSource services in good faith if the program is determined to be too costly to either party. c. The Commonwealth reserves the right to purchase products available through the MarketSource program through a separate competitive bidding procedure, whenever the Commonwealth deems it to be in its best interest. This right may be exercised on one-time or ongoing basis as determined by DGS.

4. Contractor and the Commonwealth agree that the individual item prices established through the Master Agreement and otherwise supplemented in accordance with Paragraphs 1, 2, or 3 above are ceiling prices. The Contractor is permitted to offer lower-than-contract pricing to the Commonwealth and the Commonwealth is permitted to solicit lower-than-contract pricing from the Contractor at any time during the term of this Addendum.

5. Contractor agrees to list all items available for purchase through this Contract in its online catalog at the final Contract prices (fixed price or list price minus all applicable discounts). The Contractor agrees to allow orders to be placed in its online catalog via the pre-existing “punch-out” interface between the Commonwealth and the Contractor’s website or via a dedicated website hosted by the Contractor.

6. Contractor shall provide an “open requisition” mechanism in its online catalog for the Commonwealth to submit orders for items not specifically listed in the online catalog. Contractor agrees to respond to a minimum of 80% of the quotation requests submitted as open requisitions by the Commonwealth within 24 hours of receipt. Where any such open requisition is submitted for item(s) to be provided by a manufacturer not set up in the Contractor’s internal IT systems, Contractor agrees to establish the manufacturer in its internal IT system within 48 of receipt of the requisition.

Page 3 of 3

Exhibit C 2017 Market Basket 4400016768 LINE SUPPLIER SUPPLIER PN MFG MFG PN ITEM DESCRIPTION UOM Sell Price 1 VWR 10010-136 DUPONT PROTECTIVE AP TY500SWH00020000 SLEEVE COVER E-WR/TOP S-SEAM 46CM CS200 CS 85.67 2 VWR 10010-788 THERMO ORION 9107BNMD PROBE THRMO 0-90C 12DX110LMM EA 202.70 3 VWR 10012-634 TRIPPNT 50046 DRAFT SHIELD 18X18X18 WHD EA 214.62 4 VWR 10034-852 GE HEALTHCARE (WHATMAN) 10370319 GF10 47MM PK200 PK 67.11 5 VWR 10062-860 VWR INTERNATIONAL, LLC 10062-860 VWR FLASK TISSUE CULTURE 250ML VENT CAP CS 112.75 6 VWR 10067-588 VWR INTERNATIONAL, LLC 10067-588 VWR CENTRIFUGE MINI 100-240VOLT TUB0.2UL EA 216.23 7 VWR 10098-568 EPPENDORF BIO TOOLS 30077806 EPTIPS DUALFILTER SEALMAX .1-10UL CS960 CS 160.44 8 VWR 10098-572 EPPENDORF BIO TOOLS 30077822 EPTIPS DUALFILTER SEALMAX 2-100UL CS960 CS 155.62 9 VWR 10098-576 EPPENDORF BIO TOOLS 30077849 EPTIPS DUALFILTER SEALMAX 20-300UL CS960 CS 155.62 10 VWR 10098-578 EPPENDORF BIO TOOLS 30077857 EPTIPS DUALFILTR SEALMAX 50-1000UL CS960 CS 160.44 11 VWR 101076-420 OAKTON INSTRUMENTS WD-35425-10 PCSTESTR 35 PH CON TEMP TDS SALINITY. EA 172.37 12 VWR 101414-172 QIAGEN BEVERLY, INC. 95057-200 KIT ONE-STEP QRT-PCR QSCRIPT 200RXN EA 325.00 13 VWR 101414-180 QIAGEN BEVERLY, INC. 95059-200 KIT ONE-STEP QRT-PCR QSCRIPT 200RXN EA 325.00 14 VWR 10142-862 HAWKINS PC 34252 SODIUM PHOSPHATE DBSC ANHYD ACS 50 KG EA 580.39 15 VWR 10147-744 METTLER-TOLEDO 30134079 XS303S BALANCE TOPLOADER 310G x 1MG EA 3,574.35 16 VWR 10147-842 CURRENT TECHNOLOGIES BH91625 SUPER ABSORBENCY PAD (16" X 25") CS 161.44 17 VWR 10153-838 VWR INTERNATIONAL, LLC 10153-838 VWR ANALOG VORTEX MIXER 120V EA 236.30 18 VWR 10161-164 BURRELL SCIENTIFIC, 075-777-00-00 FINGER SUREGRIP CLAMP PK 262.92 19 VWR 10218-496 NALGE NUNC 727-2045 SYRINGE FILTER NYL 0.45UM 25MM CS500 CS 1,349.83 20 VWR 10770-448 VWR INTERNATIONAL, LLC 10770-448 VWR WGH BOAT SQ WHT MED ATI-STATC 500/PK PK 43.45 21 VWR 10805-154 PURITAN MEDICAL PROD 25-806 1WC COTTON SWAB TIP STRL 6IN PK100 CS 81.52 22 VWR 10805-318 THERMO SCIENTFIC TSCOL35 BATH WATER PRECISION COLIFORM 35L EA 1,968.81 23 VWR 10815-730 KIMBERLY CLARK CORP 10040 LABCOAT WHT NON-STRL SML CS25 CS 212.86 24 VWR 10815-732 KIMBERLY CLARK CORP 10041 LABCOAT WHT NON-STRL MED CS25 CS 212.86 25 VWR 10815-734 KIMBERLY CLARK CORP 10042 LABCOAT WHT NON-STRL LRG CS25 CS 212.86 26 VWR 10815-736 KIMBERLY CLARK CORP 10043 LABCOAT WHT NON-STRL XLG CS25 CS 212.86 27 VWR 10837-272 KIMBERLY-CLARK CORP 21340 TISSUE FACIAL WHT POP-UP BX100 CS 58.16 28 VWR 11216-012 NASCO B00679WA BAG WHIRLPAK 3X7.3IN 4OZ PK500 CS 963.15 29 VWR 11216-056 NASCO B00736WA BAG WHIRPAK 45X9IN 18OZ PK500. PK 91.97 30 VWR 11216-776 NASCO B01065WA BAG WRLPK WRITE-ON 18OZ PK500 PK 93.75 31 VWR 11216-776 NASCO B01065WA BAG WRLPK WRITE-ON 18OZ PK500 CS 817.76 32 VWR 11278-166 METTLER-TOLEDO 11130159 XS603S BALANCE TOPLOADER 610G X 1MG EA 4,329.63 33 VWR 12000-094 EPPENDORF BIO TOOLS 951010022 8-TUBE STRIP F 0.2ML PCR PK120 PK 191.90 34 VWR 12000-634 ADVANCED INSTRUMENTS 202825 SAMPLE TUBE OSMOMTR 20UL PK500. PK 364.77 35 VWR 12578-165 VWR INTERNATIONAL, LLC 12578-165 VWR PAPER WEIGHING 4X4IN PK500 PK 13.71 36 VWR 12622-252 TROEMNER LLC 7226-3T WEIGHT SET CLS 3 TC 100GX10MG EA 866.68 37 VWR 13271-200 VWR INTERNATIONAL, LLC 13271-200 VWR RECIRC CHILLER 120V 1175 EA 3,771.59 38 VWR 13451-986 DYN-A-MED PRODUCTS 80051 WEIGHING CANOE ANTI-S SM CS250 CS 22.30 39 VWR 13453-572 DUPONT PROTECTIVE AP TY125SWHXL002500 TYVEK COVERALL W/COLLAR XLCS25 CS 185.79 40 VWR 13500-874 THERMO SCIENTFIC D50281 CARTRIDGE DIAMOND ORGANICFREE. EA 738.29 41 VWR 13501-974 XYLEM/YSI 5565 PH/ORP KIT EA 345.66 42 VWR 13916-015 VWR INTERNATIONAL, LLC 13916-015 VWR BEAKER CUP 50ML CS500 CS 56.51 43 VWR 14100-412 SONOCO THERMOSAFE 321UPS MULTPURP MAILER CORRIG CARTON CS 129.96 44 VWR 14217-662 STERIS CORP 142977 COVERAGE SPRAY TB 22OZ CS12 CS 120.60 45 VWR 14219-226 COVIDIEN 8881301413 BCS RED 13X75 5ML NO ADDCS1000 CS 313.39 46 VWR 14219-374 COVIDIEN 8881352788 BCS GRA 16X100 10ML PO+FCS1000 CS 991.46 47 VWR 14222-840 GE HEALTHCARE (WHATMAN) WB100003 DESSICANT PACKETS 1GM PK1000 PK 208.03 48 VWR 14231-116 THERMO SCIENTFIC 9400267 FINNTIP 250 REFILL KIT CS20 CS 111.35 49 VWR 14231-830 XYLEM/YSI 550A-12 DISOLVD OXY INSTR W/12FT ASSMB EA 851.84 50 VWR 14234-934 SUN SRI 200 912 KIT 40ML CLR PP PTFE/SIL PK100 PK 101.63 51 VWR 14672-200 VWR INTERNATIONAL, LLC 14672-200 VWR PASTEUR PIPET 5.75INCS1000 CS 58.72 52 VWR 14672-380 VWR INTERNATIONAL, LLC 14672-380 VWR PASTEUR PIPET 9IN CS1000 CS 39.43 53 VWR 14673-010 VWR INTERNATIONAL, LLC 14673-010 VWR PIPET PAST 5-3/4IN CS1000 CS 50.50 54 VWR 14673-043 VWR INTERNATIONAL, LLC 14673-043 VWR PIPET PASTEUR 9IN CS1000 CS 56.08 55 VWR 15159-409 LEICA MICROSYSTEMS I 39501006 MEDIA PARAPLAST EMBED 1KG CS8 CS 76.60 56 VWR 15704-051 CORNING 354013 CONTAINER W/LID PP 4.5OZ CS100 CS 96.54 57 VWR 15704-124 COVIDIEN 3500SA GRINDER TISSUE STER TRANS-CS10 CS 129.05 58 VWR 15704-295 COVIDIEN 8980 CONTAINER 8 GAL RED W/CLR LID CS 190.66 59 VWR 15713-520 SONOCO THERMOSAFE 442 MAILING SLEEVE CS96 CS 75.47 60 VWR 15713-610 SONOCO THERMOSAFE 440 MINI MAILER TEMP SENS SPN CS 68.18 61 VWR 16003-518 VERDER SCIENTIFIC IN 36470249 RING SIEVE SS REINF/RIM .75MM EA 503.35 62 VWR 16008-000 VWR INTERNATIONAL, LLC 16008-000 VWR CONTAINER 10%NBF 240 CS24 CS 55.76 63 VWR 16060-008 NALGE NUNC 332189-0004 BOTTLE BULK WM ENVIR 4OZ CS500 CS 350.44 64 VWR 16060-012 NALGE NUNC 332189-0016 BOTTLE BULK ENVIRON 16OZ CS125 CS 195.76 65 VWR 16081-041 QORPAK PLC-03594 BOTTLE PLASTIC 500ML CS180 CS 214.82 66 VWR 16125-118 NALGE NUNC 2120-0005 BOTTLE HDPE WIDE MOUTH 2L EA 14.13 67 VWR 16129-061 NALGE NUNC 2105-0032 BOTTLE PP WIDE MOUTH 32OZ PK6 CS 186.21 68 VWR 16171-374 WHEATON 223746 BOTTLE SERUM 60ML CS144 CS 215.45 69 VWR 16354-421 NALGE NUNC 2411-0030 DROP BOTTLE PE 30ML PK12 CS 200.24 70 VWR 16466-008 VWR INTERNATIONAL, LLC 16466-008 VWR TIP AEROSL 1000UL ST PK576 CS 451.30 71 VWR 18889-002 CONTEC INC. PS-911 WIPERS PRESAT NW 70% IPA PK30 CS 395.44 72 VWR 20170-004 VWR INTERNATIONAL, LLC 20170-004 VWR TUBE PCR 8STRP W/CAP PK125 PK 92.00 73 VWR 20170-038 VWR INTERNATIONAL, LLC 20170-038 VWR TUBE SUPERSPIN 1.5ML PK500 CS 138.00 74 VWR 21008-103 VWR INTERNATIONAL, LLC 21008-103 VWR TUBE PP ST GRD 15ML CS500 CS 128.50 75 VWR 21008-216 VWR INTERNATIONAL, LLC 21008-216 VWR TUBE CNTRF STRL 15ML CS500 CS 111.13 76 VWR 21008-240 VWR INTERNATIONAL, LLC 21008-240 VWR TUBE CENTRFG NS 50ML CS500 CS 186.33 77 VWR 21008-242 VWR INTERNATIONAL, LLC 21008-242 VWR CENTRIFUGE TUBE 50ML CS500 CS 112.21 78 VWR 21008-918 CORNING 352097 TUBE CENTRIFU POLYP 15ML CS500 CS 179.50 79 VWR 21008-940 CORNING 352070 TUBE CENTRIFUGE PP 50ML CS500 CS 174.30 80 VWR 21008-949 CORNING 352340 CELL STRAINER 40 MICRON CS50 CS 117.21 81 VWR 21008-951 CORNING 352098 TUBE CENTRIFG POLYP 50ML CS500 CS 250.00 82 VWR 21020-742 KIMBLE CHASE NORTH A 73790-10 TUBE CENT DISP 10ML CS125 CS 83.44 83 VWR 21094-003 CORNING 8340-40 TUBE,CENT,HVY DTY, 40ML CS12 CS 436.83 84 VWR 21903-005 KIMBERLY-CLARK CORP 34705 KIMWIPES 12X12 2PLY CS15 CS 118.88 85 VWR 21905-011 KIMBERLY-CLARK CORP 34133 KIMWIPES 12X12 1PLY PK196 CS 72.34

Page 1 of 6 Exhibit C 2017 Market Basket 4400016768 LINE SUPPLIER SUPPLIER PN MFG MFG PN ITEM DESCRIPTION UOM Sell Price 86 VWR 21905-026 KIMBERLY-CLARK CORP 34155 KIMWIPES 4.4X8.4 1PLY PK280 PK 1.85 87 VWR 21905-026 KIMBERLY-CLARK CORP 34155 KIMWIPES 4.4X8.4 1PLY PK280 CS 124.88 88 VWR 21905-049 KIMBERLY-CLARK CORP 34256 KIMWIPES 14.7X16.6 1PLY PK140 CS 102.18 89 VWR 21909-654 INTEGRA YORK PA INC. 4-410 SCALPEL DISPOSABLE #10 PK10 PK 12.74 90 VWR 21909-656 INTEGRA YORK PA INC. 4-411 DISPOSABLE SCALPEL NO 11 PK10 PK 12.74 91 VWR 22891-040 HAMMOND W.A. DRIERIT 23005 DRIERITE INDICATOR 8-MESH 5LB CS 458.49 92 VWR 23050-098 ENVIRONMENTAL EXPRESS BPC1200 BOTTLE HDPE W/M PCK 125ML CS48 CS 57.42 93 VWR 24631-446 KIMBLE CHASE NORTH A 73750-16125 TUBE CULTURE 16X125 CS1000 CS 216.05 94 VWR 25373-100 CORNING 351029 PETRI DISH STRL 100X15MM CS500 CS 103.29 95 VWR 25384-088 VWR INTERNATIONAL, LLC 25384-088 VWR PETRI DISH 100X15MM CS500 CS 62.94 96 VWR 25384-090 VWR INTERNATIONAL, LLC 25384-090 VWR PETRI DISH 60X15MM CS500 CS 65.00 97 VWR 25384-092 VWR INTERNATIONAL, LLC 25384-092 VWR PETRI DISH 60X15MM CS500 CS 73.69 98 VWR 25384-302 VWR INTERNATIONAL, LLC 25384-302 VWR PETRI DISH 100X15MM CS500 CS 63.56 99 VWR 25384-342 VWR INTERNATIONAL, LLC 25384-342 VWR PETRI DISH 100X15MM CS500 CS 68.34 100 VWR 25388-581 PALL LIFE SCIENCES 7232 PETRI DISH STERILE 50MM PK500 PK 119.51 101 VWR 25388-640 PALL LIFE SCIENCES 7245 PETRI DISH ST W/PAD 50MM PK100. PK 418.59 102 VWR 25608-930 SAKURA FINETEK USA I 4583 CRYO-OCT COMPOUND 4OZ CS 111.80 103 VWR 25608-964 SAKURA FINETEK USA I 4689 BLADE ACCU-EDGE MICROTOME PK50 PK 106.60 104 VWR 25860-122 ASPEN SURGICAL PRODU 371120 BLADES STERILE PK50 CS 113.15 105 VWR 25863-222 ASPEN SURGICAL PRODU 371621 SCALPEL STRL SS DISP SZ21 PK10 CS 130.13 106 VWR 26280-005 VWR INTERNATIONAL, LLC 26280-005 VWR PRE-FILTER. EA 89.46 107 VWR 26302-560 THERMO SCIENTFIC D3750 FILTER EASYPURE 0.2MICRON EA 109.50 108 VWR 26678-052 KNF NEUBERGER INC N811KV.45P PUMP 13LPM W/VAC GAGE+REG 115V EA 668.13 109 VWR 28143-546 PALL LIFE SCIENCES 4247 MAGNETIC FILTER FUNNEL 150ML EA 206.37 110 VWR 28144-583 PALL LIFE SCIENCES 4500 FILTER SYR 25MM .45PVDF PK1000 PK 1,743.43 111 VWR 28145-348 PALL LIFE SCIENCES 15403 MANIFOLD FILTER FUNNEL 6-PLACESS EA 1,970.61 112 VWR 28145-481 VWR INTERNATIONAL, LLC 28145-481 VWR SYRINGE FILTER 0.45UM CS50 CS 45.94 113 VWR 28145-487 VWR INTERNATIONAL, LLC 28145-487 VWR SYRINGE FILTER .2UM CS100 CS 77.63 114 VWR 28145-489 VWR INTERNATIONAL, LLC 28145-489 VWR SYRINGE FILTER .45UM CS100 CS 79.42 115 VWR 28145-491 VWR INTERNATIONAL, LLC 28145-491 VWR SYRINGE FILTER 0.2UM CS100 CS 65.85 116 VWR 28145-501 VWR INTERNATIONAL, LLC 28145-501 VWR SYRINGE FILTER .2UM CS50 CS 44.15 117 VWR 28145-680 PALL LIFE SCIENCES 4302 MFC BROTH W/RA 2ML PLAS PK50 PK 65.00 118 VWR 28145-720 PALL LIFE SCIENCES 12098 CAPSULE SMP ENVIROCHEK HV CS25 CS 2,834.65 119 VWR 28147-640 PALL LIFE SCIENCES 60173 FILTERS 0.45UM PL 47MM PK100 PK 145.20 120 VWR 28147-978 PALL LIFE SCIENCES 60301 FILTER DISC .2UM NS 47MM PK100 PK 145.06 121 VWR 28148-813 PALL LIFE SCIENCES 66068 FILTER MEMBRANE 47MM PK1000 PK 448.38 122 VWR 28148-926 PALL LIFE SCIENCES 66278 FILTERS MEM DC.45UM 47MM PK200 PK 99.75 123 VWR 28150-190 PALL LIFE SCIENCES 61631 FILTER TYPE A/E 1UM GLFBR 47MM DM PK100 PK 40.42 124 VWR 28296-012 GE HEALTHCARE (WHATMAN) AV115NPEORG FILTER AUTOVIAL5 .2U PTFE PK50 PK 113.31 125 VWR 28296-030 GE HEALTHCARE (WHATMAN) AV115NPUORG AUTOVIAL5 NP 0.45U PTFE 50/PK PK 113.31 126 VWR 28458-005 GE HEALTHCARE (WHATMAN) 3030-917 PAPER CHROMATOG. 46X57 PK100 PK 294.37 127 VWR 28496-773 GE HEALTHCARE (WHATMAN) 1827-024 FILTER GLASS PPR 2.4CM PK100 PK 20.65 128 VWR 28496-886 GE HEALTHCARE (WHATMAN) 1827-047 FILTER GLASS 4.7CM PK100 PK 34.52 129 VWR 28496-933 GE HEALTHCARE (WHATMAN) 1827-090 GLASS FILTER 934AH 9.0CM PK100 PK 78.44 130 VWR 28496-955 GE HEALTHCARE (WHATMAN) 1827-110 FILTER GLS MCR-FB 11CM PK100 PK 88.97 131 VWR 28497-958 GE HEALTHCARE (WHATMAN) 1825-047 GLASS FILTER 4.7CM PK100 PK 101.16 132 VWR 29960-032 VWR INTERNATIONAL, LLC 29960-032 VWR INFRARED LASR THERMOMETER EA 151.60 133 VWR 29960-032 VWR INTERNATIONAL, LLC 29960-032 VWR INFRARED LASR THERMOMETER EA 151.60 134 VWR 30620-520 DYNALON 107304 TRAY RECT PP 10X15X3IN EA 61.37 135 VWR 30621-178 C&G CONTAINERS, INC SSC005700E09 KIT SOIL SAMPG 5G F/ORG CMPD ANLYS CS50 CS 796.47 136 VWR 34108-041 THERMO ORION 910001 BOTTLE STRG SOL ORION 475 MLF/ALL PH EA 45.00 137 VWR 34111-705 THERMO ORION 940909 BUFFER TSAB II SUPPLY IN PL BTL 3.8L EA 103.50 138 VWR 34185-177 THERMO ORION 951211 ION STR ADJ F/AMMNIA ELECTRODE 475ML EA 80.00 139 VWR 37001-598 VWR INTERNATIONAL, LLC 37001-598 VWR TIP PIPET 250UL STER PK960. PK 48.77 140 VWR 37002-000 KIMBERLY-CLARK CORP 34770 WIPER WYPALL X60 11X23IN PK100 CS 135.98 141 VWR 37002-046 KIMBERLY-CLARK CORP 34790 WIPER WYPALL X60 TERI PK126 CS 91.32 142 VWR 414004-114 VWR INTERNATIONAL, LLC 414004-114 VWR BOTTLE HDPE WM 500ML PK12. CS 76.33 143 VWR 46610-474 LABCONCO CORPORATION 9902000 SOLVENT STORAGE CABINET 48IN W EA 1,608.43 144 VWR 470012-612 UNITED PRODUCT & INS C800-03 ADAPT-UNICO CENTRFG 3-7.5ML TUBE PK/10 PK 24.79 145 VWR 470173-504 KIMBERLY-CLARK CORP 34155 KIMWIPES 11X21CM BOX280 CS 189.94 146 VWR 47727-632 EPPENDORF BIO TOOLS 22620100 EPP CENTRIFUG MINI SPIN 1200 EA 1,395.45 147 VWR 47729-566 VWR INTERNATIONAL, LLC 47729-566 VWR TUBES CULT DSP 6X50 CS2000 CS 56.41 148 VWR 47729-568 VWR INTERNATIONAL, LLC 47729-568 VWR TUBE CULT 10X75 CS1000 CS 30.83 149 VWR 47729-570 VWR INTERNATIONAL, LLC 47729-570 VWR TUBE CLTBORO 12X75 CS1000 CS 31.85 150 VWR 47729-572 VWR INTERNATIONAL, LLC 47729-572 VWR CULTURE TUBE 13X100 CS1000 CS 36.35 151 VWR 47729-576 VWR INTERNATIONAL, LLC 47729-576 VWR TUBES CULTURE 14ML CS1000 CS 43.10 152 VWR 47729-578 VWR INTERNATIONAL, LLC 47729-578 VWR TUBES CULT 16X125 CS1000 CS 66.00 153 VWR 47729-580 VWR INTERNATIONAL, LLC 47729-580 VWR TUBES CULT 16X150 CS1000 CS 57.98 154 VWR 47729-584 VWR INTERNATIONAL, LLC 47729-584 VWR TUBES CULT 20X150 CS500 CS 63.83 155 VWR 47733-002 AHLSTROM 1610-0470 FILTER PAPER CIRCLE PK100 PK 32.58 156 VWR 47745-086 EPPENDORF BIO TOOLS 22491211 TIP EP FLTR .1-10ULM PCR CS960 CS 164.45 157 VWR 47745-090 EPPENDORF BIO TOOLS 22491270 EPTIPS FILTR 2-20UL PCR CLEAN CS960 CS 164.45 158 VWR 47745-092 EPPENDORF BIO TOOLS 22491237 EPTIPS FILTER 2-100UL PCR CLN CS 159.41 159 VWR 47745-094 EPPENDORF BIO TOOLS 22491245 TIP FILTER 20-300UL PCR CS960 CS 159.41 160 VWR 47745-096 EPPENDORF BIO TOOLS 22491253 EPTIPS FILTR 50-1000UL PCR CLN CS 129.36 161 VWR 47745-138 EPPENDORF BIO TOOLS 22491539 PIPET TIP 10TRYS 2-200UL CS960 CS 52.87 162 VWR 47745-174 EPPENDORF BIO TOOLS 22492055 PIPET TIP BLK 50-1000UL CS1000 CS 47.75 163 VWR 47745-180 EPPENDORF BIO TOOLS 22492080 TIPS PIPET EPI 0.1-5ML CS500 CS 76.40 164 VWR 47747-986 EPPENDORF BIO TOOLS 22492098 PIPET TIPS 1-10ML CS200 CS 42.23 165 VWR 48311-703 VWR INTERNATIONAL, LLC 48311-703 VWR SLIDE SPRFRST 25X75MM PK72 CS 575.00 166 VWR 48312-501 VWR INTERNATIONAL, LLC 48312-501 VWR SLIDE GREEN 1GR 25X75MM CS 271.71 167 VWR 48349-013 ERIE SCIENTIFIC SALE 3032 MICROSLIDES FLUOR 3X1 PK72 CS 1,559.85 168 VWR 48404-053 ERIE SCIENTIFIC SALE 3317 COVER GLASS NO 1 22X50MM CS 143.76 169 VWR 490016-868 JR SCIENTIFIC INC BE 43635-050 FETAL BOVINE SERUM USDA TESTED 50ML EA 37.52 170 VWR 50806-471 NALGE NUNC 253287 LOOP INOCULAT 1UL CLEAR PK1000 CS 532.32

Page 2 of 6 Exhibit C 2017 Market Basket 4400016768 LINE SUPPLIER SUPPLIER PN MFG MFG PN ITEM DESCRIPTION UOM Sell Price 171 VWR 51138-500 R SABEE COMPANY VWR110007 PAPER ABSORB 20INX300FT CS=2RL CS 65.52 172 VWR 52457-598 XYLEM/YSI 59880 CAP MEMBRANE KIT: 6 MEMBRANES EA 56.00 173 VWR 52857-110 NALGE NUNC 62080-00 LABSOAKER STD 18IN X20IN MA CS 180.33 174 VWR 52857-116 NALGE NUNC 74018-00 MAT LABSOAKER 18X20IN CS350 CS 231.19 175 VWR 52857-120 NALGE NUNC 62060-00 LAB TABLE SOAKER VERSIDRY CS2 CS 163.29 176 VWR 52858-000 BEMIS COMPANY, INC. PM996 PARAFILM 1 ROLL 4IN X 125FT EA 39.33 177 VWR 53283-800 VWR INTERNATIONAL, LLC 53283-800 VWR TUBES CULT 13X100 CS1000 CS 153.86 178 VWR 53283-802 VWR INTERNATIONAL, LLC 53283-802 VWR TUBES CULT 16X100 CS1000 CS 231.28 179 VWR 53283-804 VWR INTERNATIONAL, LLC 53283-804 VWR TUBES CULT 16X125MM CS1000 CS 175.35 180 VWR 53300-421 CORNING 357543 PIPET SEROLOGICAL PS 5ML CS200 CS 78.84 181 VWR 53300-523 CORNING 357551 PIPET SEROLOGICL PS 10ML CS200 CS 81.41 182 VWR 53300-567 CORNING 357525 PIPET SERO POLS 25X.25ML CS200 CS 163.60 183 VWR 53440-067 DRUMMOND SCIENTIFIC 1-000-0040 MICROCAPS VL 4 LAMBDA PK100 PK 11.05 184 VWR 53495-410 SARTORIUS CORP 783201 PIPET TIP STER 0.1-10UL CS960 CS 130.13 185 VWR 53509-006 VWR INTERNATIONAL, LLC 53509-006 VWR TIP CL 1RK=96 200UL PK960 CS 399.17 186 VWR 53509-500 MOLECULAR BIO-PRODUC 2140 TIP FILTER ART REACH ST PK960 CS 521.66 187 VWR 53511-997 EPPENDORF BIO TOOLS 22600028 TUBE BIOPUR SAFLCK 1.5ML CS100 CS 47.79 188 VWR 53514-144 VISTALAB TECHNOLOGIE 9048 TIPS PIPET MACRO 5ML PK100 CS 208.51 189 VWR 53515-888 THERMO SCIENTIFIC 9402030 PIPET TIPS 1-5ML BAG PK500 PK 68.50 190 VWR 53516-178 THERMO SCIENTIFIC 9402151 PIPET TIPS 1-10ML BAG PK100 PK 18.00 191 VWR 55701-048 THERMO SCIENTIFIC REL5004-A REFRIGERATOR LAB 50CF 115V EA 7,231.00 192 VWR 55710-014 THERMO SCIENTIFIC AY759X1 INDICATOR BIO B/T SURE STR PK5 PK 34.00 193 VWR 55850-670 VWR INTERNATIONAL, LLC 55850-670 VWR REGULATOR HP CORSV 1-50PSI EA 637.58 194 VWR 56614-626 NATIONAL DISTRIBUTION MMM 1262 INDICATOR BIO 121/132C BX100 CS 838.59 195 VWR 56616-416 HEDWIN CUB6136 CUBITAINER NATURL 1 GAL CS160. CS 5,419.44 196 VWR 56617-801 VWR INTERNATIONAL, LLC 56617-801 VWR BOX GLASS DISP FLOOR PK6 PK 27.97 197 VWR 57457-100 ANALTECH 2521 SILICA GEL GF 10X20 250UM BX25 BX 133.07 198 VWR 57457-162 ANALTECH 21521 SILICA GHLF 10X20CM 250UM PK25 PK 133.07 199 VWR 58976-941 SEWARD LABORATORY SY 30010205 BLENDER STOMACHER 3500-MARK II EA 13,258.16 200 VWR 60372-025 HAMILTON COMPANY 80366 SYRINGE 6-PACK MICROLITER PK6 PK 98.00 201 VWR 60819-331 CORNING 352027 TUBE RNBT CULTURE ST DISP PS 8ML CS1000 CS 289.02 202 VWR 60819-670 CORNING 352018 CULTURE TUBE 17X100MM CS1000 CS 147.85 203 VWR 60819-761 CORNING 352059 TUBE RNBT CULTURE ST DISP PP 14ML CS500 CS 169.27 204 VWR 60827-228 CORNING 9998-15 CAPS,PHENOL TFE 15-415 CS288 CS 227.07 205 VWR 60914-707 NALGE NUNC 5970-0016 RACK TEST TUBE WHITE 72X16MM CS 145.39 206 VWR 61161-364 VWR INTERNATIONAL, LLC 61161-364 VWR THERMOMETER TRC REFRI/FRZR EA 42.15 207 VWR 62111-752 EPPENDORF BIO TOOLS 22363212 TUBE PCR MICROCENT 1.5ML PK500 PK 68.71 208 VWR 62405-744 CORNING 354480 01AMBER MATRIGEL INV 24W CS24 CS 301.78 209 VWR 62406-161 CORNING 353046 PLATES TC 6-WELL 15500UL CS50 CS 88.76 210 VWR 62406-198 CORNING 353097 INSERT CULT 8MIC 24WELL CS48 CS 158.63 211 VWR 62406-200 CORNING 352196 CENTRIFUGE TUBE 15ML CS500 CS 166.50 212 VWR 66008-728 NALGE NUNC 5000-0020 CRYOVIAL 13.5X48.3 2.0ML CS500 CS 183.07 213 VWR 66022-128 VWR INTERNATIONAL, LLC 66022-128 VWR VIAL SCINT POLY CS500 CS 118.59 214 VWR 66030-000 NATIONAL SCIENTIFIC C4000-1 VIAL CLEAR 2ML 12X32MM PK100 CS 359.04 215 VWR 66030-550 NATIONAL SCIENTIFIC C4011-5 VIAL SNAPIT CLR 12X32MM PK100. PK 22.49 216 VWR 66030-576 NATIONAL SCIENTIFIC C4011-51Y SEAL YEL W/TEF/RR SEPTUM PK100. PK 27.22 217 VWR 66030-798 NATIONAL SCIENTIFIC C4020-36A SEAL SEPTA AL PTFE/BUTYL PK100 PK 103.54 218 VWR 66030-898 NATIONAL SCIENTIFIC C4010-630 INSERT PLYSPRNG 300UL PK100 PK 83.01 219 VWR 66030-918 NATIONAL SCIENTIFIC C4010-1W VIAL CLR W/MARK SCR THD PK100 CS 432.14 220 VWR 66030-934 NATIONAL SCIENTIFIC C4010-40A CAPS LT BLUE PP SEPTA PK100 CS 404.22 221 VWR 66064-076 NATIONAL SCIENTIFIC B7951-C VIAL KIT EPA CLS200 40ML PK72 PK 147.83 222 VWR 66130-430 INTERNATIONAL LAB. P-110 POLYSEED INOCULUM BL 50 CAPS EA 94.83 223 VWR 71000-090 I-CHEM SS346-0040 VIAL AMB BORO 40ML SEPTA CS72 CS 144.43 224 VWR 71001-862 DECON LABS V1016G ETHANOL 200 PRF 24X1PT TX FREE CS 195.45 225 VWR 71002-398 DECON LABS 12R1001 REAGENT ALCOHOL 100% CS4 1GAL CS 47.82 226 VWR 72830-042 MOLECULAR BIO-PRODUC 2079E BARRIER TIP100-1000UL PK800 CS 486.40 227 VWR 74510-002 THERMO SCIENTFIC LMX13 LIGHT U.V. F/D3906-142 -143. EA 260.65 228 VWR 75794-962 NRD LLC. 2U500 STATICMASTER 2U500 IONIZER 1" X 3" EA 102.64 229 VWR 77776-026 BD 762165 TUBE PAXGENE RNA 2.5PH CS100 CS 885.00 230 VWR 80076-996 DUPONT PROTECTIVE AP IC701SWH00003000 GOWN ISOCLEAN KNT-CF/S-SEAM WT CS30 CS 153.02 231 VWR 80077-230 EPPENDORF BIO TOOLS 22431021 TUBES DNA/RNA LOBND 1.5MLPK250 PK 27.46 232 VWR 80086-421 VWR INTERNATIONAL, LLC 80086-421 VWR LAB CHAIR DELUXE 21IN -31IN EA 325.47 233 VWR 82002-250 COVIDIEN 1180320100 3CC SYRINGE 20X1 CS800 CS 140.91 234 VWR 82003-820 VWR INTERNATIONAL, LLC 82003-820 VWR WIPERS 11.4X21.3CM PK280 CS 108.84 235 VWR 82029-850 SKLAR CORPORATION 442096 DISP SCALPEL STER #10 BOX/10 PK 17.60 236 VWR 82029-862 SKLAR CORPORATION 446479 SCALPEL DISP STER #22 BOX/10 PK 17.60 237 VWR 82029-864 SKLAR CORPORATION 446844 DISP SCALPEL STER #23 BOX/10 PK 17.60 238 VWR 82030-872 HONEYWELL SAFETY PROD 019702-0002L FIRST AID KIT 25PERSON PLASTIC CS 302.33 239 VWR 82050-276 GREINER BIO-ONE 188261 CENT TUBE 15ML PPN VB ST CS500 CS 69.39 240 VWR 82050-278 GREINER BIO-ONE 188271 TUBE CENTRIF PP ST 15ML CS1000 CS 125.58 241 VWR 82050-346 GREINER BIO-ONE 227261 CENT TUBE 50ML PPN VB ST CS500 CS 87.86 242 VWR 82050-478 GREINER BIO-ONE 606180 PIPETTE SER 5ML PS ST IW CS200 CS 35.56 243 VWR 82050-482 GREINER BIO-ONE 607180 PIPETTE SEROL STER 10ML CS200 CS 37.86 244 VWR 82050-598 GREINER BIO-ONE 639160 DISH 145X20MM TC-TREATED CS120 CS 116.19 245 VWR 82050-771 GREINER BIO-ONE 655180 PLATE 96WELL FLT BTM LID CS100 CS 105.08 246 VWR 82050-842 GREINER BIO-ONE 657160 PLATE 6WELL PS TC CS100 CS 81.35 247 VWR 82050-856 GREINER BIO-ONE 658175 FLASK TC FILTER CP 250ML CS120 CS 115.60 248 VWR 82050-916 GREINER BIO-ONE 664160 DISH 100X20MM TC-TREATED CS360 CS 104.38 249 VWR 82050-998 GREINER BIO-ONE 676090 SEALER PIERCE-ABLE SLVR CS100 CS 57.88 250 VWR 82051-182 GREINER BIO-ONE 760180 PIPETTE SEROL 25ML PS ST CS200 CS 83.73 251 VWR 87003-253 BDH ACIDS HP - SEAST 10401-VWNQ09 HYDROCHLORC ACD ARSTR PLS 2.5L EA 59.62 252 VWR 87003-261 BDH ACIDS HP - SEAST 10101-VWNQ09 BDH ARISTAR NITRIC ACID HI-PU PLUS 2.5L EA 55.80 253 VWR 87003-294 VWR INTERNATIONAL, LLC 87003-294 VWR TUBE MICROCENT 1.7ML PK500 CS 118.72 254 VWR 87003-298 VWR INTERNATIONAL, LLC 87003-298 VWR TUBE MICROCENT 2.0ML PK400 CS 187.98 255 VWR 87500-050 NOR-LAKE SCIENTIFIC MRW7788-CR4 NORLAKE +55C STAB RM RD 4T SHL EA 19,882.89

Page 3 of 6 Exhibit C 2017 Market Basket 4400016768 LINE SUPPLIER SUPPLIER PN MFG MFG PN ITEM DESCRIPTION UOM Sell Price 256 VWR 89001-494 KIMBLE CHASE 45066B-18 CAP PHENOLIC 14B LINER CS225 CS 78.78 257 VWR 89003-554 KIMBLE CHASE 73800-15415 CAP RUBBER LINER 15-415 CS1000 CS 103.26 258 VWR 89003-570 KIMBLE CHASE 73750-16100 TUBE DCT NOCAP 16X100MM CS1000 CS 205.00 259 VWR 89003-576 KIMBLE CHASE 73750-20150 TUBE DCT NO CAP 20X150MM CS500 CS 182.37 260 VWR 89005-064 VISTALAB TECHNOLOGIE 1065-1250 PIPET OVATION 1 CH 25-1250UL EA 474.98 261 VWR 89013-156 VWR INTERNATIONAL, LLC 89013-156 VWR SIGNATURE BOOT COVER WT LARGE CS100 CS 204.13 262 VWR 89013-158 VWR INTERNATIONAL, LLC 89013-158 VWR BOOTCOVER ANKLTIE XL CS100 CS 185.81 263 VWR 89014-308 EPPENDORF BIO TOOLS 22491296 FILTER EP TIPS 2-200UL EA960 EA 159.93 264 VWR 89030-536 INFEKTA PACKAGING IN INFBIO-16 ABSORBENT POWDER 16OZ CS12 CS 216.39 265 VWR 89038-968 VWR INTERNATIONAL, LLC 89038-968 VWR PETRI DISH FULL STCK CS600 CS 64.62 266 VWR 89039-656 VWR INTERNATIONAL, LLC 89039-656 VWR TUBE CENT 50ML FC B CS500 CS 77.58 267 VWR 89039-658 VWR INTERNATIONAL, LLC 89039-658 VWR TUBE CENT 50ML FC R CS500 CS 83.08 268 VWR 89039-664 VWR INTERNATIONAL, LLC 89039-664 VWR TUBE CENT 15ML FC B CS500 CS 66.25 269 VWR 89039-666 VWR INTERNATIONAL, LLC 89039-666 VWR TUBE CENTRIFUGE 15ML CS500 CS 70.44 270 VWR 89047-648 GENERAL DATA HEALTHC SM-PCTS-W CASSETTE SLVE EMBED WHITE CS20 CS 275.80 271 VWR 89079-400 WHEATON W224100-193 STOPPER RUBBR 20MM 2LEG CS1000 CS 189.35 272 VWR 89079-458 VWR INTERNATIONAL, LLC 89079-458 VWR TIP YEL 200UL REFILL PK960 CS 154.20 273 VWR 89079-470 VWR INTERNATIONAL, LLC 89079-470 VWR TIP FLEXTOP 1250UL PK480 CS 102.20 274 VWR 89080-396 THERMO SCIENTIFIC 4662020 FINNPIPETTE F2 8-CH 10-100UL EA 808.60 275 VWR 89080-404 THERMO SCIENTIFIC 4662060 FINNPIPETTE F2 12-CH 10-100UL EA 983.44 276 VWR 89085-244 SPECTRUM CHEMICAL MF ET107-4LTGL DEHYDRATED ALCOHOL 200 PROOF EA 285.43 277 VWR 89094-662 VWR INTERNATIONAL, LLC 89094-662 VWR BASIN PS 25ML ST CS200 CS 74.42 278 VWR 89094-674 VWR INTERNATIONAL, LLC 89094-674 VWR BASIN PS 50ML NONST PK50 CS 154.85 279 VWR 89094-746 VWR INTERNATIONAL, LLC 89094-746 VWR THERMOMETER 1 BOT PRB HIAC EA 61.02 280 VWR 89095-071 VWR INTERNATIONAL, LLC 89095-071 VWR BOTTLE WM 1000ML PC CS12 CS 33.85 281 VWR 89097-990 VWR INTERNATIONAL, LLC 89097-990 VWR TAPE ASSRT 3/4X500IN CS16 CS 54.62 282 VWR 89125-166 DECON LABS V1105 ETHANOL 190PRF 5GL PRM REQ EA 80.98 283 VWR 89129-922 POLYPLUS TRANSFECTION 114-07 REAGENT TRANSFECTION JETPRIME 750UL EA 226.57 284 VWR 89129-924 POLYPLUS TRANSFECTION 114-15 REAGENT TRANSFECTION JETPRIME 1500UL EA 385.90 285 VWR 89130-896 VWR INTERNATIONAL, LLC 89130-896 VWR PIPETTE SERO 5ML PR CS200 CS 27.30 286 VWR 89130-898 VWR INTERNATIONAL, LLC 89130-898 VWR PIPETTE SERO 10ML PR CS200 CS 28.62 287 VWR 89130-900 VWR INTERNATIONAL, LLC 89130-900 VWR PIPETTE SERO 25ML PR CS200 CS 67.01 288 VWR 89130-902 VWR INTERNATIONAL, LLC 89130-902 VWR PIPETTE SERO 50ML PR CS100 CS 91.55 289 VWR 89130-908 VWR INTERNATIONAL, LLC 89130-908 VWR PIPETTE SERO BUL 5ML CS500 CS 79.17 290 VWR 89130-910 VWR INTERNATIONAL, LLC 89130-910 VWR PIPETTE SERO BU 10ML CS500 CS 70.49 291 VWR 89130-912 VWR INTERNATIONAL, LLC 89130-912 VWR PIPETTE SERO BU 25ML CS200 CS 83.22 292 VWR 89130-916 VWR INTERNATIONAL, LLC 89130-916 VWR PIPETTE SERO B 10ML CS500 CS 184.25 293 VWR 89131-966 EPPENDORF BIO TOOLS 3120000909 PIPETTES RESEARCH PLUS PK3 (1) EA 907.34 294 VWR 89133-434 EPPENDORF BIO TOOLS 4861000066 PIPETTOR XPLORER 0.5-10ML EA 787.78 295 VWR 89139-138 BIOTIUM, INC 41003 GELRED 10000X IN H2O EA 91.30 296 VWR 89140-216 SIEMENS 2083 CLINITEK MICROALBUIN STRIP 25 PK 122.06 297 VWR 89174-130 HACH CO LPV2110T97002 SENSION PH31 BENCH 5010T pH Meter EA 769.95 298 VWR 89178-285 VWR INTERNATIONAL, LLC 89178-285 VWR CHAIR DELUXE 21 IN-28 IN EA 324.90 299 VWR 89194-946 THERMO SCIENTFIC UXF30086A ULT FREEZER REVCO UXF 300BX 115V -86C EA 12,067.32 300 VWR 89198-948 ALERE NORTH AMERICAN 665-025 BINAXNOW MALARIA 25TEST. PK 806.72 301 VWR 89199-122 QORPAK PLC-03713 JAR WM F217 LINED CAP PP NAT 480ML CS24 CS 48.93 302 VWR 89200-568 THERMO SCIENTFIC EXF24086ARAK EXF ULT Freezer 240 Box 115V W/RACKS EA 12,670.06 303 VWR 89204-052 ELGA ULXXXANM2 PURELAB ULTRA ANALYTIC EA 7,242.59 304 VWR 89204-182 ELGA LA612 TANK ELGA 40 LITER EA 999.95 305 VWR 89206-464 THERMCO PRODUCTS, IN MICROACCD00408 MICRO-THERM USB DATA LOGGER EA 114.33 306 VWR 89208-890 THERMO SCIENTFIC MR12PA-GAEE-TS REFRIGERATOR GP W/ALARM GL DOOR 12CFT EA 4,255.78 307 VWR 89219-646 BRADY WORLDWIDE INC. BMP51-KIT-LMK PRINTER BMP51 W/SW/AC ADAPT EA 658.92 308 VWR 89219-868 BIOMED DIAGNOSTICS 2230811 TRAY PLASTIC PK 5 PK 22.34 309 VWR 89221-666 VWR INTERNATIONAL, LLC 89221-666 VWR BOTTLE WM HDPE 500ML CS125 CS 886.22 310 VWR 89221-692 VWR INTERNATIONAL, LLC 89221-692 VWR BOTTLE AUTCLV WM PP 1000ML CS50 CS 174.95 311 VWR 89221-842 ELGA PF3XXXXM1-KIT PURELAB FLEX3 INCL STARTUP KT EA 5,642.22 312 VWR 89230-300 THERMO SCIENTFIC 9.2005 CARTRIDGE FOR GENPURE LABTOWER EA 627.90 313 VWR 89230-306 THERMO SCIENTFIC 9.2201 CARTRIDGE DISINFECTION F/GENPURE SYS EA 469.98 314 VWR 89231-302 HACH CO 2105560 DPD FREE REFILL VIAL PK 44.10 315 VWR 89231-305 HACH CO 2105660 DPD TOTAL REFILL VIAL EA 44.10 316 VWR 89232-940 EPPENDORF BIO TOOLS 30089456 COMBITIP 5ML BLUE CS100 CS 89.83 317 VWR 89232-950 EPPENDORF BIO TOOLS 30089529 COMBITIP 0.2ML LT BLU ST CS100 CS 148.46 318 VWR 89232-954 EPPENDORF BIO TOOLS 30089545 COMBITIP 1ML YELLOW ST CS100 CS 148.46 319 VWR 89232-956 EPPENDORF BIO TOOLS 30089553 COMBITIP 2.5ML GREEN ST CS100 CS 148.46 320 VWR 89232-958 EPPENDORF BIO TOOLS 30089561 COMBITIP 5ML BLUE ST CS100 CS 148.46 321 VWR 89232-960 EPPENDORF BIO TOOLS 30089570 COMBITIP 10ML ORANGE ST CS100 CS 148.46 322 VWR 89260-050 LABCONCO CORPORATION 1.004E+13 REDISHIP PREMIER HOOD 4FT/115V EA 4,860.17 323 VWR 89260-066 LABCONCO CORPORATION 9.50041E+11 REDISHIP SPILLSTOPR 4FTPREMIER EA 793.84 324 VWR 89370-000 LABCONCO 9414400 CEILING ENCL 31.7IN D 4FT W EA 816.46 325 VWR 89375-478 BRANSON ULTRASONICS CPX-952-817R ULTRASONIC CLEANR MECH TMR HTR EA 1,666.69 326 VWR 89401-712 DEFIBTECH, LLC CCPRX-0001 LIFELINE AED STARTER KIT EA 1,650.97 327 VWR 89404-470 VWR INTERNATIONAL, LLC 89404-470 VWR COMPOUND BINOCULAR EA 1,350.97 328 VWR 89405-026 HARDY DIAGNOSTICS A122 PLATE CAMPY CEFEX AGAR 15X100MM PK10 PK 19.51 329 VWR 89407-116 HARDY DIAGNOSTICS D699 PHOSPHBUFFWMGCL 99ML DILU-LOK CS 65.94 330 VWR 89410-098 ESSENDANT LLC FKA LA KCC25836CT FACIAL TISSUE ANTI-VIRAL BX27 CS 111.85 331 VWR 89414-720 THERMO SCIENTFIC 50136151 GENPURE X-CAD PLUS UV/UF BENCH EA 7,705.02 332 VWR 89423-737 THERMO SCIENTFIC 75775719 MICROCLICK30 PROMO EA 1,013.19 333 VWR 89423-825 THERMO SCIENTFIC 75003623 CLINICONIC ROTOR EA 1,441.17 334 VWR 89429-566 BECKMAN COULTER B30585 CENTRIFUGE ALLEGRA X-5 QTY1 EA 8,686.33 335 VWR 89500-004 NATIONAL SCIENTIFIC C5000-51A AVCS BLK 9MM SCRW THRD CAP PK 25.10 336 VWR 89501-472 VWR INTERNATIONAL, LLC 89501-472 VWR WATER BATH 20L 120V EA 652.05 337 VWR 89508-386 HACH CO 9532800 POCKET PRO MULTI-2PH/CON/TDS/SALTSTR EA 193.36 338 VWR 89522-622 VWR INTERNATIONAL, LLC 89522-622 VWR FLAM 45GL SELFCLOSE EA 690.28 339 VWR 90000-164 BD 211363 LYSINE IRON AGAR 1LB EA 172.49 340 VWR 90000-788 BD 214880 BOTTLE MODIFIED MTEC AGAR 500G EA 1,154.57

Page 4 of 6 Exhibit C 2017 Market Basket 4400016768 LINE SUPPLIER SUPPLIER PN MFG MFG PN ITEM DESCRIPTION UOM Sell Price 341 VWR 90001-230 BD 221097 UREA AGAR SLANTS CS100TB CS 119.30 342 VWR 90001-282 BD 221261 TSA II W/5% SHEEP BLOOD CS100 CS 37.45 343 VWR 90001-286 BD 221283 AGAR TRYPTICASE SOY PPM CS100 CS 99.50 344 VWR 90001-622 BD 222233 HERROLDS AGAR+ANV WITH MYCRO J CS 396.00 345 VWR 90001-770 BD 224150 LAURYL TRYPTOSE BROTH 500G EA 85.50 346 VWR 90002-230 BD 231264 AMPICILLIN 10MCG PK10 PK 95.26 347 VWR 90003-410 BD 247940 AGAR PLATE COUNT STD METH 500G EA 79.50 348 VWR 90003-618 BD 260640 DESIGNER DISPENSER SYSTEM EA 482.30 349 VWR 90003-642 BD 260678 EZ ANAEROBE SACHET LG PK20 PK 85.00 350 VWR 90003-896 BD 272905 DISPENSTIRS 0.05ML PK500 PK 87.59 351 VWR 90004-088 BD 288330 M FC BROTH BASE 500G EA 147.87 352 VWR 90006-176 BD 221174 MIDDLEBRK 7H10 AG PK20 PK 25.11 353 VWR 90006-202 BD 221267 AGAR CHOCOLATE II W/HB PK100 PK 28.00 354 VWR 90006-270 BD 221568 PLATE THAYER-MARTIN PK100 PK 104.36 355 VWR 90008-616 BD 297250 MEDIA NH11/SELL 7H11 I PK20 PK 45.48 356 VWR 93000-645 KIMBERLY-CLARK CORP 1980 PAPER TOWELS TRIFOLD CS25 CS 63.82 357 VWR 95025-600 CEPHEID 900-0022 TUBES REACTION 25UL CS1000 CS 706.65 358 VWR 95060-694 BIOMERIEUX INC 21341 GN TEST KIT VTK2 PK20 PK 274.63 359 VWR 95060-696 BIOMERIEUX INC 21342 GP TEST KIT VTK2 PK20 PK 274.63 360 VWR 95060-700 BIOMERIEUX INC 21345 BCL TEST KIT PK20 20G PK 369.68 361 VWR 97000-586 VWR INTERNATIONAL, LLC 97000-586 VWR CUVETTES PS S-MCRO CS500 CS 39.56 362 VWR 97009-520 HACH CO 2105628 TOTAL CHLORINE 10ML PP PK1000 PK 165.00 363 VWR 97009-528 HACH CO 2659405 CALIBRATION KIT 2100P EA 152.71 364 VWR 97009-590 HACH CO 2125915 VIAL COD DIGESTION HR PK150 PK 190.97 365 VWR 97009-592 HACH CO 2125815 VIAL COD DIGESTION LR PK150 PK 201.78 366 VWR 97012-218 PERKIN ELMER B0104236 VIAL SAMP HDS CRP TPGL 20ML 23MM PK1000 PK 412.38 367 VWR 97012-278 PERKIN ELMER B0110728 STOPPERS BUTYL W/ CAP PK1000 PK 263.74 368 VWR 97016-792 GE HEALTHCARE (WHATMAN) 10401670 MIXED CELLU ESTER 0.45UM 47MM PK 107.84 369 VWR 97026-500 HACH CO 2635300 SPEC COLOR DPD CHLORINE LR EA 150.00 370 VWR 97026-504 HACH CO 2745050 TEST STRIP CHLORINE 50 EA 15.98 371 VWR 97026-568 HACH CO 253334 INHIBITOR NITRIFICATION 500G EA 166.50 372 VWR 97026-668 HACH CO 1486398 BUFFER BOD POWDER 19ML PK25 PK 55.36 373 VWR 97026-672 HACH CO 1486266 BUFFER BOD POWDER 6ML PK50 PK 42.31 374 VWR 97026-742 HACH CO 1486510 BOD DILTION 10ML AMP PK/16 PK 39.45 375 VWR 97047-008 MICROLITER ANALYTICAL 11-0000-100 INS LRG CON/SPG 300UL PK100 PK 114.56 376 VWR 97047-272 MICROLITER ANALYTICAL 11-1200 VIAL 11MM CRIMP CL /P PK100 PK 20.00 377 VWR 97048-766 THERMO SCIENTFIC 5165000 STRIP WASHER WELL WASHER EA 6,098.37 378 VWR 97062-802 AMRESCO INC E485-20ML PENICILLIN STREPTOMYCIN AMP-B 20ML EA 15.97 379 VWR 97063-626 AMRESCO INC K719-50ML BSA SOLUTION BIOTECH GRADE 30% 50ML EA 46.28 380 VWR 97065-230 QIAGEN BEVERLY, INC. 95108-200 QPCR SUPERMIX LOW-ROX 200 RXN EA 335.32 381 VWR 97066-204 VWR INTERNATIONAL, LLC 97066-204 VWR LAB FILTRATION 1000ML ASSEMBLY CS 112.97 382 VWR BD309604 BD 309604 SYRINGE W/LUER-LOK 10ML PK100 CS 150.70 383 VWR BD309653 BD 309653 SYRINGE STRL LUERLOK 60ML PK40 CS 115.21 384 VWR BD353136 CORNING 353136 FLASK TISSUE CULTUR 75CM2 CS60 CS 151.00 385 VWR BD362761 BD 362761 VACUTAINER CPT CITRATE 8MLCS60 CS 607.00 386 VWR BD367283 BD 367283 BLOOD COLLECTION SET PK50 CS 280.03 387 VWR BD367985 BD 367985 TUBE VAC+ SST 16X125,10ML CS 542.79 388 VWR BDH0190-20L BDH BDH01900-20F BDH BUFFER PH 10 BLUE 20L EA 55.00 389 VWR BDH0194-20L BDH BDH01940-20F BDH BUFFER PH 7 YELLOW 20L EA 55.00 390 VWR BDH1101-19L BDH PL010ZA-19 BDH ACETONE 19L CAN EA 105.96 391 VWR BDH1101-4LP BDH PL010ZA-4P BDH ACETONE 99.5% ACS GRADE POLY BTL 4L CS 81.50 392 VWR BDH1129-19L BDH PL211ZA-19 BDH HEXANES >60% N-HEXANE 19L EA 88.33 393 VWR BDH1156-4LP BDH BDHVBDH1156-4LP REAGENT ALCOHOL ACS 4L CS 93.82 394 VWR BDH1158-4LP BDH PL091-4P BDH ALCOHOL 95% POLY 4L CS 84.50 395 VWR BDH2030-1GLP BDH 10868U1G41BD BDH IPA 70% USP 1GL POLY CS 98.30 396 VWR BDH35309.606 BDH 92110.2047 BDH PH TEST STRIP UNIVERSAL RANGE 0-14 PK 45.59 397 VWR BDH5022-4L BDH BDH50220-4F BDH BUFFER REF STD PH4 RED 4L EA 32.00 398 VWR BDH5050-4L BDH BDH50500-4F BDH BUFFER REF STD PH7 YELLOW 4L EA 32.00 399 VWR BDH5072-500ML BDH BDH50720-500A BDH BUFFER REF STD PH10 BLUE 500ML EA 9.00 400 VWR BDH5076-4L BDH BDH50760-4F BDH BUFFER REF STD PH10 BLUE 4L EA 30.00 401 VWR BDH83639.400 BDH BDH83639.400 ACETONITRILE HPLC GRADE 4L. EA 92.45 402 VWR BDH9302-12KG BDH 0836-VBD-12KG BDH SODIUM SULFATE 12KG EA 121.85 403 VWR BJ010-4 BURDICK & JACKSON 010-4 ACETONE 4L CS 148.35 404 VWR BJ018-4 BURDICK & JACKSON 018-4 ACETONITRILE CF 4L CS 1,145.98 405 VWR BJ232-235 BURDICK & JACKSON 232-235 METHANOL PURGE TRAP 235ML CS 409.78 406 VWR BJ300-4 BURDICK & JACKSON 300-4 DICHLOROMETH W/CYCLOHEXENE 4L CS 178.00 407 VWR BJAH010-4 BURDICK & JACKSON AH010-4 ACETONE 4L CS 114.41 408 VWR BJAH230-4 BURDICK & JACKSON AH230-4 METHANOL 4L CS 110.93 409 VWR BK369735 BECKMAN COULTER 369735 ROTOR FIXED ANGLE FX6100 EA 1,714.74 410 VWR EM1.09535.0007 EMD MILLIPORE 1.09535.0007 STRIPS PH INDC PH0-14 UNIVERSAL EA=600 EA 48.00 411 VWR EM-AX0110-1 EMD MILLIPORE AX0110-1 ACETONE HR-GC OMNISOLV 4L CS 392.76 412 VWR EM-AX1699EN-6 EMD MILLIPORE AX1699EN-6 AQUASTAR SOLVENT KN 1L CS 973.70 413 VWR EM-CX1054P-1 EMD MILLIPORE CX1054P-1 CHLOROFORM OMNISLV PLOY CTD 4L CS 414.24 414 VWR EM-DX0837-1 EMD MILLIPORE DX0837-1 DICHLOROMETHANE HR-GC 4L CS 233.41 415 VWR EM-EX0241-1 EMD MILLIPORE EX0241-1 ETHYL ACETATE OMNISOLV 4L CS 256.54 416 VWR EM-FX0440-6 EMD MILLIPORE FX0440-6 FORMIC ACID GR 2.5LT EA 118.67 417 VWR EM-HX0297-1 EMD MILLIPORE HX0297-1 HEXANE HR-GC OMNISOLV 4L CS 407.65 418 VWR EM-MX0475-1 EMD MILLIPORE MX0475-1 METHANOL ACS HPLC 99.8% MIN 4L CS 117.93 419 VWR EM-MX0480-1 EMD MILLIPORE MX0480-1 METHANOL HR-GC OMNISOLV 4L CS 157.98 420 VWR EM-SX0210-2 EMD MILLIPORE SX0210-2 SILVER SULFATE REAG PWD 25GM EA 129.36 421 VWR EM-SX1243F-3 EMD MILLIPORE SX1243F-3 SULFURIC ACID 0.02N TITRSTR 4L CS 233.95 422 VWR EPPP11201A50SS EP SCIENTIFIC PRODUCTS PP11201A50SS BOTTLE AMBER BR 1L CS12 CS 79.84 423 VWR EPSVCN-2 EP SCIENTIFIC PRODUCTS SVCN-2 POLYVIALW/2 MLCONC HN03 24/CS CS 80.42 424 VWR EPSVCN-2-1 EP SCIENTIFIC PRODUCTS SVCN-2-1 VIAL POLY W/2ML 1:1NITRIC CS24 CS 77.55 425 VWR EPSVCN-2-1Q EP SCIENTIFIC PRODUCTS SVCN-2-1Q VIAL 2ML 1:1 NITRIC ACID CS24 CS 86.90

Page 5 of 6 Exhibit C 2017 Market Basket 4400016768 LINE SUPPLIER SUPPLIER PN MFG MFG PN ITEM DESCRIPTION UOM Sell Price 426 VWR EPSVCS-1-1 EP SCIENTIFIC PRODUCTS SVCS-1-1 VIAL POLY W/1ML 1:1 H2S04 CS24 CS 70.13 427 VWR IR249-1000 I-CHEM 249-1000 BOTTLE AMB W/TEF CLOS 1L CS12 CS 37.06 428 VWR IR288-0022BP I-CHEM 288-0022BP SEPTA .125 BULK CS2000 CS 917.42 429 VWR IR312-0950 I-CHEM 312-0950 BOTTLE HDPE SF-ANAL 32OZ CS12 CS 37.41 430 VWR IR314-0025 I-CHEM 314-0025 CUBITAINER CERT LDPE 2.5G CS12 CS 103.05 431 VWR IR349-1000 I-CHEM 349-1000 BOTTLE AMBER W/CLOS CS12 32OZ CS 53.93 432 VWR IRC136-0040 I-CHEM C136-0040 VIAL WITH CLOSURE 40ML CS72 CS 95.24 433 VWR IRN311-0125 I-CHEM N311-0125 BOTTLE HDPE NATURAL 4OZ CS72 CS 150.99 434 VWR IRN311-0500 I-CHEM N311-0500 BOTTLE WM HDPE I-CHEM .5L CS48 CS 150.20 435 VWR IRS246-0040 I-CHEM S246-0040 VIAL AMBER W/CLOS 40ML CS72 CS 130.16 436 VWR IRS346-0040 I-CHEM S346-0040 VIAL AMB W/CLOS 40ML CS72 CS 153.97 437 VWR IRS349-1000 I-CHEM S349-1000 BOTTLE NM AMB .125SEPT 1L CS12 CS 52.45 438 VWR JT0596-7 AVANTOR PERF MAT 0596-07 AMMONIUM ACETATE REAG 12KG EA 896.83 439 VWR JT3827-19 AVANTOR PERF MAT 3827-19 SOD PHOSPHATE2BAS ANHYD USP1KG EA 163.57 440 VWR JT3827-7 AVANTOR PERF MAT 3827-07 SOD PHOSPHATE 2BSA ANHYD 12KG EA 764.08 441 VWR JT8055-7 AVANTOR PERF MAT 8055-07 SPEEDISK BKRBND C18 50MM PK20 PK 301.29 442 VWR JT9002-33 AVANTOR PERF MAT 9002-33 ACETONE HPLC REAGENT 4L CS 485.92 443 VWR JT9012-3 AVANTOR PERF MAT 9012-03 ACETONITRILE 4L GL HPLC CS 1,200.34 444 VWR JT9535-33 AVANTOR PERF MAT 9535-33 HYDROCHLORIC ACID RE 2.5L CS6. EA 270.61 445 VWR JTP339-0 AVANTOR PERF MAT P339-00 KEROSENE (DEODORIZED) BAKER 4L CS 586.75 446 VWR JTV035-7 AVANTOR PERF MAT V035-07 SODIUM PERSULFATE BAKER 500GM EA 81.78 447 VWR MJ8881-513231 COVIDIEN 8881513231 SYRINGE NEEDLE 3ML 2.5CM BX100 CS 185.98 448 VWR MP022458160 EPPENDORF BIO TOOLS 22458160 RESEARCH PLUS TRADE.5-10UL12CH EA 779.00 449 VWR MP022478908 EPPENDORF BIO TOOLS 22478908 RESEARCH PLUS TRADE 2-20UL Y EA 284.98 450 VWR MP022478943 EPPENDORF BIO TOOLS 22478943 RESEARCH PLUS TRADE 30-300UL EA 284.91 451 VWR MP022478992 EPPENDORF BIO TOOLS 22478992 RESEARCH PLUS TRADE 1ML-10ML EA 284.98 452 VWR NS-QCI-055 NSI LAB SOLUTIONS QCI-055 INFLUENT LVEL TSS STAND 4X1LTR CS 105.20 453 VWR RC22371 RICCA CHEMICAL CO R2237000-4A CONDUCTVTY STD 100 UMHOS 1GL EA 46.02 454 VWR RC42101 RICCA CHEMICAL CO R4210000-4A ISOPROPANOL 70% 1GAL NS 1GL CS 262.85 455 VWR RC73001 RICCA CHEMICAL CO R7300000-4A SODIUM HYDROXIDE .020 NORMAL EA 29.63 456 VWR RK10157 RESTEK CORP 10157 RTX-1 60M 0.32MM 1.00UM EA 967.92 457 VWR RK20662 RESTEK CORP 20662 REGULATOR TWO STAGE CGA 580 EA 1,048.93 458 VWR RLFBS-02-0050 ROCKLAND IMMUNOCHEMICALS FBS-02-0050 FETAL BOVINE SERUM 50 ML EA 68.88 459 VWR ULNPM-525C-1 ULTRA SCIENTIFIC NPM-525C-1 NITROGEN/PHOSPHOROUS PEST MIX. EA 305.86 460 VWR ULSTM-541-1 ULTRA SCIENTIFIC STM-541-1 INTERNAL + SURROGATE STNRD MIX EA 133.43 461 VWR ULSVM-123-1 ULTRA SCIENTIFIC SVM-123-1 SEMI-VOLATILE MIX 4 1ML. EA 247.33 462 VWR ULSVM-126-1 ULTRA SCIENTIFIC SVM-126-1 SEMI-VOLATILE MIX 7 1ML. EA 268.97 463 VWR VT367925 BD 367925 FL/OX PLUS HEMOGARD 6ML 13X100 CS 340.65

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