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#25-311 (NSWV IDEXX Distribution, Inc.) GENERAL SERVICE AGREEMENT (NON-SOLICITATION) #25-311-NSWV for "Laboratory Parts, Supplies and Services" II THIS AGREEMENT, made and entered into on this 2S day of l'ebrL/CtiV 20 65 , by and between IDEXX Distribution, Inc. I authorized to do business in the State of Florida, whose business address is One IDEXX Drive, Westbrook, ME 04092 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five ( 5 ) year period, commencing ❑■ upon the date of Board approval; or❑ on and terminating-on ( ).year(s)..from'•that•date,or-until...all.,,outstanding-Purchase O yd-e•.r(s)„rss u cd• prior to he expiration.of-the,Agreement-period have-been-completed. ,. "or torminated" The-County may, •,at its discretion and with••••the consent-of-the-Contractor,—rene w theAgreement.. under_all of...the.._.•terms......and...-conditions-contained in this—Agreement for ( ) additional ( )year(s) Neriods:T e',. ou n ty shall yi vo,the Contractor written-notice-of._the County's intention-to renew the ;:gf{a^c,rnen term-prier-to the end of"the'^grBement term'then"'in'effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, ❑■ Exhibit A — Scope of Services, attached to this Agreement ❑■ Exhibit B— Fee Schedule, attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a ❑■ Single/Sole Source Waiver, ❑ Exemption from the Competitive Process, ❑ Other .. _...... ....._,..„__ Page 1 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. ❑ The County.sh"all-pay thc-Contr-acteFfor-the--performance-of l is-Ag-recr et t-b d-on €xhibites-_l ee---SchellWei-at-toe :ce-r ethod ology--as-defined-in See n-4.1. Payment-will be mado upon receipt of a proper-invoi€ -and upon-approval bile Co -nty's Centraet-Administrative ent/Project M.anager, d--in-con1plianeo-with Chapter-2.18,.eta:- tats.,-otherwise-known-as the "L•mai overran nt Pfera pt--Paym t n The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of up to Two Hundred Fifty Thousand Dollars ($250,000 ), per County fiscal year, based on units/services furnished per Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. ❑ e~-Ceanty s alt-pay-the Contractor-for•-#he--pert$rmarfce oft Agree e�ae estimateestimated,-MaXiffhtirrhaMowrat of par Ceunty-fissai•-year;based ,nit ervioee-furnished-pursear t to-tb -.quested--wed-offered- by -to e•Centract .rpeeirf rl .--Rest.-ff(sir Quotetie d-pursuant to Price Methodology-in-Section 4, del t-will•be-made-upon receipt a-proper--irwcice• ,rd upe a-pprovai 4he_Ccunt oftrac -Administrative Agent Prejeet-Manager;an d-ire compliance with-Gh,aptcr 218, Fla.Stets.,...otherwise--known as-the'Loea „ 4.1 Price Methodology (as selected below): ❑ L{ump,Sum,,.{--F�iYed Price).'A 'firm-,fixed-total. riee €faring for..a--project; the risks are it�ra�'nsfer"red-ffrrem--9"91'o''County...to the contractor;..,,.andhaws-+a-�business --p�r1a'otica therre••"are""no hourly-or'"'••'material- ,.iate al[""�'"'"in1voic Vs'.. pr escnledj r'Ut —th ontras4 '1 fl lll')st/[""pefferm-t& sati�.Yfaetion ef--the-C u lty'� • flx d`priee e ntraet • rs•-a Lithe r-ice: Page 2 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO ❑ T-aa -and-- ,ateriats-The...Countyegreest€ y_tt e•--cenrtractor--fe t eemount of-l- moo; time spent-by the contractor:cmployees nd-subcoatrectera-to-perferm4hemork tuber of-hours-tim ,-and for---rraatoriate--anti-equipraricnt--aced-in-tire-,project hest~-of bri e-plus--tie--eentractor's markup):T-taiy•met{ io i sed--i rojects-in which it-ien t-p ible-to-aeeer--ateiy,ectimate-the•eize•ef-tip-•project;or when--it--i,expected that-the e prej mer ts--wo ld--roost- ikeiy-ehenge-As- rgen r-al.hus ess-prastic-e; thesecontract it dude--baci epclocur crrtatianr-of-costs;-i ices-would-include-number of-hours-worked ued-billing-rate-by-positio f and apan}-(or-subco ra r el eepirpg er--payroll •--records);-r aaterial—er-equipmer ---invoices, and—other—reimbursable documentation for4throject: n Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4.5 ❑ Travel and Reimbursable-Expenses: Travel and Reimbursable-Expenses must-be--approved in advance-in-writing-by-the--County: Travel--expenses--shall-be reimbursed-as—per—Section- :-Reimbursements-shall-be-at-the-following rates: Mileage $0 44:5-•per-•mile Breakfast $6700 l=uneh $44 00 Dinner l£4-9:0.0 Airfare Actual4icket-cyst-limited te-touristor-wcoach class-fare Rental-car Actual-rent at-cost--limited to compact or standard-size vehieles hedging Actual-cost-efNlcdgin tsingl cctapancy-ratowith p-of ae rn•ere-th $- 5 :00-per-night Page 3 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO Parking Actual cost-of-parking '1 ax'i-er"'Aicpo} timousinV I""Actual-cost""of-ei her-taxi or-'airpor t limousine Reimbursable•,,item&othe1' 1-1an-tra'Wel-expenses-shall be-limited to the following.,,,•telephone . long-distance-ol arges fax--c-harges;photocopying---eharg s-.and...postage ---Re m bursa tole items-mill-be-paid only-after—Contractor has provided-all-receipts. -Contrafctor-shal -be responsible-fer--ell-other costs-and' expenses associated-with-activities-and-solicitations undertaken---pursuant--to--this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: IDEXX Distribution, Inc. Address: One IDEXX Drive Westbrook, Main 04092 Authorized Agent: Chun-Ming Chen Attention Name & Title: Luciana Thys, Sales Support Telephone: 207-556-4472 E-Mail(s): wlpdsalessupportna@IDEXX.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Robert Van Holle Division Name: Public Utilities Department Wastewater Division Address: 3299 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Donna Deeter Telephone: 239-252-2622 E-Mail(s): Donna.Deeter@colliercountyfl.gov Page 4 of 18 Genera] Service Agreement Non-Solicitation [2024_ver.2] Qom .( The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Page 5 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. 0 Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $ 1,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ❑■ Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. • Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$500,000 for each accident. D. ❑■ Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. E. Cyber Liability: Coverage shanll have minimum limits of per.claim: hove IfI i fulPI"li :€ v rage~-shaIl an, Jni .. 19mliS.nf„w. ...... ....... . ... ..... .pC "claim: G. have minimum-limits.rof_$- W..W.W, „w.__ ____. ..peer claim. H. " :-Coverage-shall have minimum limits of,$ poxclair Special Requirements: Collier County Board of County Commissioners, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured"on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Page 6 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAGE Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. Notwithstanding anything to the contrary provided in this Agreement and to the extent permitted by applicable law, under no circumstances will the Contractor be liable to Collier County or others for special, incidental, consequential, or indirect, exemplary, punitive or multiple damages or losses, loss of profits, loss of goodwill, loss of data or equipment or business interruption, arising out of or related to the use of Contractor's products or failure of or delay in delivering such products, or arising out of or related to this Agreement, whether based on breach of warranty, breach of contract, tort or any other legal theory. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the PUD Wastewater Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. General Service Agreement Non-Solicitation Page 7 or 18 [2024_ver.2] 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: I I Contractor'&-.,.Proposa , • Insurance Certificate(s), I■I Exhibit A Scope of Services, ■ Exhibit B Fee Schedule, subsequent quotes, and ❑ Other Exhibit/Pttachme 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(a�colliercountyfl.gov Page 8 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAC: The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c)failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed Page 9 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County,whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. ❑���C�LEAN..UP:...Co.Contractor agrees-to keep-the-Project e Pr/o�ject site,clown-at allAttiimnos of debris, Iubbish ,aXrd•,,'VVasJtei"„ImatVri"als,"'arising out" ,,.off,the Work. 'At,,,,,thei "completion-of—the'" ""tio'I"-oI—th/,,�e,[,.-Workk, Contractor shall-remove-all a'll"debrisj.rUbb ish of Id"waste r(Iatlirials from and about the Project site,-as well as all tools,"appliances, construction equipment and matorialsrand shall leave the Project-site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result Page 10 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAo of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. DROTECT1ON OF WORK- A:---C'en'tr- ect-the-Waric-from-k rJ or-damage-and-shall-bear-the-cost of-a go--until-f nal-payment-has boon-mado,--.•4--Co3'trat r al yono-for r bfe-fo -gray- s-er-da -age ,r--r teria r--Ceuntyy°s-separate eontr-aeter ntraeter shati be charged-withh et!-any-meaies-ne ry to- replaGC :such-_lt s--err e-shall be edoeted-fror oy .amounts-due..te Gentr ter B._Contractor-shalt-not loud nor...permit any pa of-any-s'truct e-"to- e,,,,loaded,...in-any fanner-flat-will-endanger the strusta're;ner-shall-Coratr-actor-su Ct n3 puetof-aloe Work-or"adjacent-property-to-strosses-or pressures-that-wil on gor Contractor ski oh Geunty--wwit respoot to--'the Project. -4f-Contraetor;-er-lts- is-mac anyone,-fer whom Centraste -"io-legally--liable;dfstt rbo tl'--Countye--benchmark's;-Contractor--shall immediately-notify the-6 nty:—T-he-Get tafy-shall --e-ectabllsh-tl e--benetanaarks"-'arid GoRtraeter-shall be aabl nty-associated--thorawith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Page 11 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. ❑ KEYPERSONNEL.—Thy--Contra'ctor's-person net- an d-rna nog cmon te-tout1tii d--fcr this project shall-be-knowledgeable in th ei,--areas,..of-ex perttso:_'_The.'County-.rei erves....the right-to perform---investigations-as-may-be--deemed-necessary-to-ensure that competent persons will be-utilized-i e the peffermance-of floe"-Agre'emer t-. The Contractor,shall assign as many-people-as-necessary-to-eompletc-thc,-servicos on-a--tim ely_basls;and-each person assigned-shall-be-available-for-an amount of-time adequate-to-meet the required.... cfviec dates. The ntracter shag-n hango Key Personnel-unless-the following conditions-are nse,„„_ s.__ substantially th n bettor ialificctions na -,. p„ �,,d re�p�la�c�aent.� have_�u.,�ru,,.,u„y r,ro-�-sa�mc...�r, �,��.e,---��,u,,,,.,u�,.,�,� and/or-experience."(2)-that-the-County_is notified in writing—as—for in"advane -as.possible, The---C'ontractershaIknoke-c-ommercis!ly-roasonablc-cfforts--to-no ify Collier-County within seven-(7 days-of the-change.-The County r etair s'final"'approval--of proposed'-oplacement personnel:' n AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. • ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, Page 12of18 General Service Agreement Non-Solicitation [2024_ver.2] CA( and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER_.OF,PRECEDENCE (Gran ,. ded),--In the-event of any conflict..botwoon-or among the terms-of-any of the...-Contract....Documents..and/or the County's-Board approved Executive Summary, the-terms-of-the-Agreement-shall-take precedence over-the-terms-of all other„Contract Documents, except-trhe~torms of any Supplemental Conditions shall-take precedence over the-Agreement:--To--the extent any conflict ire-the toms"-of-the-Col tract Documents cannot.be_resolved by application of the Supplemental Conditions;-if-any;er the Agreement,- the-conflict-shall be resolved by-imposing -the-more strict- for-costly obligation...undo7'"`tho Contract'Documents-upon-the'...Contractor•.at.""County's disVreti'on. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS�a colliercountyfl.gov) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. Page 13 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CA( 38. 0■ SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Remainder of page intentionally left blank-signature page to follow) Page 14 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO IN WITNESS WHEREOF the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the C,rcuit Court and Co ptroller By: _ - By: Se.",;:_st4-€0/1..0-.• Burt l-. Saunders Chairman Dated: J 2, Z t 2 5 (SEAL) Attest as to Chairalain signature only. Contractor: IDEXX Distribution, Inc, Contractor's Witnesses: t By: Contractor' ' first Witness Signature h - ' VN-GM Y1 "I Type/print signature and tit] T T ype/print ess na T Contractor's Second Witness '3 (f Pyrunekk TTypeiprint witness nameT proved s to o m rid Legality: l...— County Attorney Print Name Page 15 of 18 N. General Service Agreement Non-Solicitation 12024_ver, 0 ) Exhibit A Scope of Services ❑■ following this page (pages I through 2 ) El this exhibit is not applicable Page 16 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO Agreement# 25-311-NSWV EXHIBIT A Vendor shall provide laboratory supplies, parts, and services required by the County's compliance laboratories for Water, Wastewater and Pollution Control, as well as critical testing services for Domestic Animal Services (DAS). Water, Wastewater and Pollution Control compliance laboratories currently test for drinking and environmental water quality to identify the presence of microorganisms to determine whether there is any health threat to the public. DAS uses IDEXX laboratory for services such as diagnosis testing for ringworm, follow-up testing for diseases, antigen tests for internal parasites, infections, various bloodwork and analysis. It is critical to ensure all adopted animals are free from any parasites and contamination to the public. 1. Price Modifications Prices shall remain firm for the initial year of this contract (365 days from effective date). Any requested adjustment shall be fully documented and submitted to the County Representative or designee no less than thirty (30) days prior to the contract anniversary date. For services, price increases shall not exceed the 12-month Producer Price Index Commodity data for Final demand Construction for Government, not seasonally adjusted (Series ID: WPUFD432) as published by the U.S. Bureau of Labor Statistics. For chemicals, price increases shall not exceed the 12-month Producer Price Index Commodity data for Other miscellaneous chemical product manufacturing, not seasonally adjusted (Series ID: PCU325998325998) as published by the U.S. Bureau of Labor Statistics. The County reserves the right to accept or reject the request for a price increase. Any approved price increases shall become effective as of the anniversary date or upon Procurement Director/Board approval. The Procurement Director has the authority to approve price adjustments in accordance with the Procurement Ordinance, as amended. Retroactive price adjustments are not authorized. Price decreases shall also be passed on to the County's Contract Administrator and do not require verification. Decreases become effective immediately upon Procurement Director approval. Contractor shall continue to fill all purchase orders received at the current agreement prices during the review process. 1 ChO The County may, after examination, refuse to accept the adjusted costs if they are not properly documented, considered excessive, or if decreases are deemed insufficient. In the event the County does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the County, a contract termination will have to be processed. 2. Warranty In addition to the terms of the Agreement Section No. 25 Warranty, the Contractor warrants the Work, or any components thereof, for twelve (12) months, upon County's acceptance of start-up. 2 CAO Exhibit B Fee Schedule ❑■ following this page (pages 1 through 6 ) ❑ this exhibit is not-applicable Page 17 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO Exhibit B - Fee Schedule IDEXX Water & Wastewater New Pricing Product Product Description Through 09/30/2025 98-12973-00 WP2001 GAMMA IRRAD COLILERT 100ML 200PK $1,329.56 98-20745-00 WVR20 VESSEL RACK $72.00 98-09221-00 WV120SBST-200,VESSELS W/ST AND SB, 200PK $214.00 98-11682-00 WP104 COLI P/A COMPARATOR $21.00 98-09588-00 WV2905BST-100, 290 ML VESSEL W/NA 100-PK $305.00 98-14269-00 WV290SB-100, 290 ML VESSEL W/O NA, 100PK $305.00 98-11682-00 WP104 COLI P/A COMPARATOR $19.59 98-21375-00 WENT200 ENTEROLERT 100ML 200-PACK $1,642.69 98-21675-00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX $244.12 98-06159-00 WV120ST-200 120ML VESSEL W/STA 200-PACK $186.01 98-12973-00 WP2001 GAMMA IRRAD COLILERT 100ML 200PK $1,329.56 98-09221-00 WV120SBST-200,VESSELS W/ST AND SB, 200PK $185.68 98-29000-01 WQC-TCEC IDEXX-QC_COLIFORM AND E. COLI $313.00 98-29002-01 WQC-ENT IDEXX-QC_ENTEROCOCCI $313.00 98-08877-00 WP2001-18 GAMMA IRAD COLILERT-18 200PACK $1,918.00 98-0013455-(WPCA25 EasyDisc PCA 25 KIT $82.00 98-09227-00 WQT2KC, PRE-DISP.QT 2000 COMPARATOR $39.00 98-20745-00 WVR20 VESSEL RACK $72.00 98-09588-00 WV290SBST-100, 290 ML VESSEL W/NA 100-PK $305.00 98-14269-00 WV290SB-100, 290 ML VESSEL W/O NA, 100PK $305.00 98-29002-01 WQC-ENT IDEXX-QC_ENTEROCOCCI $319.02 98-09227-00 WQT2KC, PRE-DISP.QT 2000 COMPARATOR $37.71 98-21675-00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX $319.26 98-29007-01 WQC-EC IDEXX-QC_E. COLI $295.39 98-08877-00 WP2001-18 GAMMA IRAD COLILERT-18 200PACK $1,266.01 98-09204-00 WV120SB-20,VESSELS W/0 ST 20 PACK $30.87 98-21374-00 WENT020 ENTEROLERT 100ML 20-PACK $306.77 98-09221-00 WV120SBST-200,VESSELS W/ST AND SB, 200PK $207.20 98-11682-00 WP104 COLI P/A COMPARATOR $19.85 98-29001-01 WQC-FC IDEXX-QC_FECAL COLIFORM $212.37 98-29000-01 WQC-TCEC IDEXX-QC_COLIFORM AND E. COLI $319.02 98-0013454-(WPCA100 EasyDisc PCA 100 KIT $311.96 98-09588-00 WV290SBST-100, 290 ML VESSEL W/NA 100-PK $305.00 98-14269-00 WV290SB-100, 290 ML VESSEL W/O NA, 100PK $305.00 CAn IDEXX Reference Laboratories 2025 pricing Below is your pricing for IDEXX Reference Laboratories testing, organized by testing type.A 25%discount applies to all discountable materials not listed. IDE)(X pathology services updates: • Please use Standard Biopsy for nonemergent cases (read Monday-Friday only) and Priority Biopsy for urgent cases (read 7 days/week). • Histology and cytology specimens submitted under an incorrect test code will be changed to the appropriate code for the types and number of specimens submitted, and this may result in a price change. Common examples where a more specific or appropriate test code should be selected to provide you with the best service include the following: o For complex biopsies, please use Complex Biopsy, test code 7217(idexx.com/7217). o Cases submitted as a standard cytology or biopsy may be changed to a priority test code when there is a critical/urgent need requested. o Fluid specimens submitted for cytology will be changed to the correct site-specific fluid analysis test code: • 905 Body Cavity Effusion • 900 Cerebrospinal Fluid (CSF) • 935 Bronchoalveolar Lavage (BAL) • 906 Synovial/Joint o Lymph node specimens submitted using a regular cytology code will be changed to the Lymph Node Cytology options, test code 609 (Priority)or test code 606 (Standard), to allow for the appropriate number of slides for one or more lymph nodes (up to 10 slides). Test Code Description Your Price Test Code Description Your Price Cytology 1 HealthChek"Profile Select 115.07 2801 Cytology with Microscopic Description(1 Site/Lesion)- 129.74 2078 Geriatric Screen Select 177.36 Standard 2078S Geriatric Screen and SediVue Dx"Urinalysis Select 177.36 606 Lymph Node Cytology with Microscopic Description- 134.21 2404 Senior Profile with Osmolality and Triglycerides Select 174.80 Standard 2404S Senior Profile with Osmolality,Triglycerides and 174.80 6507 Cytology with Microscopic Description,Resubmission 106.84 SediVue DxV'Urinalysis Select Diagnostic Panels/Profiles 759999 Total Health'Plus Profile 111.64 1387 Liver Panel 102.94 7809999 Senior Profile 129.67 659999 Renal Profile,Complete Follow-up 78.22 8659999 Senior Screen 125.92 8975 Cancer Baseline Profile with Urinalysis 115.33 865 Senior Screen Select 146.61 8975S Cancer Baseline Profile and SediVue Dx"Urinalysis 115.33 865S Senior Screen and SediVue Dx'Urinalysis Select 146.61 Endocrinology Histopathology 8001 Cortisol Add-on 56.06 2701 Biopsy with Microscopic Description(1 Site/Lesion)- 148.49 804 T4,Total 49.31 Standard 849 Free T4-Canine/Feline 90.89 7217 Complex Biopsy 252.08 851 Thyroid Panel 2-Canine/Feline 96.29 Infectious Disease Tests GI/Pancreatitis 2512 Upper Respiratory Disease(URD)ReaIPCR"Panel- 101.43 2625 Diarrhea RealPCR"Panel(Comprehensive)-Canine 126.27 Feline 2627 Diarrhea ReaIPCR"Panel(Comprehensive)-Feline 128.23 2524 Respiratory Disease(CRD)RealPCR" Panel 111.91 3212 Young Wellness with Spec cPL®Test Select-Canine 83.63 (Comprehensive)Canine General Panels/Profiles 2628 Leptospira spp.RealPCR"Test 51.94 10139999 Total Health"Profile 99.34 2654 Toxoplasma gondii ReaIPCR"Test 62.74 111 Chem 25 with IDEXX SDMA®Test 78.94 2827 TickNector ReaIPCR"Panel Feline 86.14 1271 Chem 21 with IDEXX SOMA®Test 72.97 2902 Tick/Vector Comprehensive RealPCR'" Panel with 4Dx® 136.21 and Reflex Lyme Quant C6®If Indicated-Canine 12729999 Adult Wellness 81.04 2906 Anemia ReaIPCR"Panel with FeLV/FIV by ELISA- 121.87 1272 Adult Wellness Select 98.35 Feline 12949999 Young Adult Profile 58.04 2907 Anemia ReaIPCR"Panel with Lab 4Dx®Plus Test- 116.05 18509999 Adult Screen 96.86 Canine 1850 Adult Screen Select 116.52 3539 Fever of Unknown Origin RealPCR"Panel 140.14 1850S Adult Screen and SediVue Dx"Urinalysis Select 116.52 (Comprehensive)Canine 19999 HealthChek"Profile 95.24 3755 Lab Feline Triple®Test 32.96 Pricing bo e t r ,i r ern pricing Oct ober,.tote 2 .02,. ny_changes m cle r m t after dale are r: of t efl __.. '��V" 1 Prices effective January 1,20_5.IDEXX reserves the.i tsr Ic)update h or otherwise change qe the;r,a i-J t!_ern time tune v illll....AA The applicable terms o clit'.one are available at iriewc.c ni,t aterrns. C'AO N A 1, Test Code Description Your Price 713 Parvovirus,Fecal Antigen by ELISA-Canine 21.58 Microbiology 400 Aerobic Culture 114.37 401 Aerobic&Anaerobic Cultures 155.09 Transportation Fee-Monthly Scale(No change from 2024) Monthly Revenue<$500 19.95 Monthly Revenue$500-$999.99 28.95 Monthly Revenue$1,000-$1,999.99 36.95 Monthly Revenue$2,000-$2,999.99 46.95 Monthly Revenue>$3,000 52.95 Urine Tests 910 Urinalysis 36.11 CO 2024 IDEXX Laboratories,Inc.All rights reserved.•2236944-06 All®/TM marks are owned by IDEXX Laboratories,Inc.or its affiliates in the United States and/or other countries. The IDE)0(Privacy Policy is available at idexx.com. 111=11i reirlur as of ricictar cilanges made after nim Min,are:mt reflecten. ImmArli41%. 2 Pi Me:::ei.r9clivg Januar,"I,2025 iLiEXX res,irves the righ!if)update or otherwise change th,r mining tram lime 0 time applicahle tai ins ai.J cnnon ons are available al idexx.i...(:minaterms CAO (ONI , ::i N . 'Al_ IDEXX SNAP® tests 2025 pricing Pricing below reflects system pricing for 2025 as of November 7, 2024.Any changes made after that date are not reflected. Pricing effective January 1, 2025.t Product code Product name Quantity Your price Price/Unit Product code Product name Quantity Your price Price/Unit Canine Feline 99-0011516 SNAP®4Dx Plus Test 30 Tests/box 598.50 19.95 99-0009443 SNAP®Feline Triple Test 30 Tests/box 499.50 16.65 99-09440 SNAP®Heartworm RT Test 30 Tests/box 179.70 5.99 99-0009442 SNAP®Feline Triple Test 15 Tests/box 296.85 19.79 99-09439 SNAP®Heartworm RT Test 15 Tests/box 109.35 7.29 99-08354 SNAP®FIV/FeLV Combo Test 30 Tests/box 499.50 16.65 99-13419 SNAP®cPL Test 10 Tests/box 274.90 27.49 99-08353 SNAP®FIV/FeLV Combo Test 15 Tests/box 296.85 19.79 99-09511 SNAP®Giardia Test 15 Tests/box 179.85 11.99 99-14760 SNAP®fPL Test 10 Tests/box 184.90 18.49 99-09214 SNAP®Parvo Test 5 Tests/box 88.95 17.79 99-26954 SNAP®fPL Test 5 Tests/box 139.95 27.99 99-29301 SNAP®Lepto Test 10 Tests/box 261.90 26.19 99-0001174 SNAP®Feline proBNP Test 10 Tests/box 194.90 19.49 99-29849 SNAP®Lepto Test 5 Tests/box 152.45 30.49 99-0001173 SNAP®Feline proBNP Test 5 Tests/box 112.45 22.49 Equine 99-09440 SNAP®Heartworm RT Test 30 Tests/box 179.70 5.99 99-09330 SNAP®Foal IgG Test 10 Tests/box 304.90 30.49 99-09439 SNAP®Heartworm RT Test 15 Tests/box 109.35 7.29 99-07896 SNAP®FeLV Test 30 Tests/box 464.70 15.49 99-07895 SNAP®FeLV Test 15 Tests/box 269.85 17.99 IDEXX in-house diagnostics 2025 pricing Pricing below reflects system pricing for 2025 as of November 7, 2024.Any changes made after that date are not reflected. Pricing effective January 1, 2025.t Product code Product name Quantity Your price Price/Unit IDE 0(VetLab®UA"Analyzer Consumables 98-08804-00 VetLab®UA"Test Strips 100 Vial 101.00 1.01 Quality Control 98-10189-01 VetLab®UA'"Calibration Strips 50 Vial 152.50 3.05 tIDEXX reserves the right to update or otherwise change this pricing from time to time.The applicable terms and conditions are available at idexx.com/naterms. ©2024 IDEXX Laboratories,Inc.All rights reserved.•2236943-05 All®/TM marks are owned by IDEM Laboratories,Inc.or its affiliates in the United States and/or other countries.The IDEXX Privacy Policy is available at idexx.com. 3 I!milk IMP`M CAO CONFIDENTIAL ediclne Consultants Your 2025 Standard Pricing Pricing effective January 1,2025 .. ., 5 li,.1 t,,,,6,:,,,,ittv' V..foAend Radiology services Radiograph consult 151.68 186.68 266.63 317.77 302.37 392.34 Ultrasound consult 204.59 231.48 311.43 347.17 Survey radiographs and contrast study consult 268.25 302.92 382.90 434.01 418.61 508.58 Radiographs and ultrasound consult 268.25 302.92 382.90 418.61 Additional series radiograph 41.20 41.20 41.20 41.20 41.20 41.20 Extended ultrasound study 77.11 77.11 77.11 77.11 Follow-up study 93.26 173.21 224.35 208.95 298.92 MRI consult-1 study 348.34 467.81 527.56 520.08 629.70 MRI consult-2 studies 544.24 663.71 723.46 715.98 825.60 MRI consult-3 studies 680.30 799.77 859.52 852.04 961.66 MRI consult-4 studies 814.85 934.32 994.07 986.59 1,096.21 CT consult-1 study 328.22 447.69 507.44 499.96 609.58 CT consult-2 studies 485.92 605.39 665.14 657.66 767.28 CT consult-3 studies 605.53 725.00 784.75 777.27 886.89 CT consult-4 studies 725.16 844.63 904.38 896.90 1,006.52 CT consult-whole body 967.82 1,087.29 1,147.04 1,139.56 1,249.18 Cardiology services ECG screen 64.74 Repeat ECG screen 19.36 ECG consult 140.50 217.56 Repeat ECG consult within 24 hours 19.36 96.42 Repeat ECG consult within 2-30 days 82.76 159.82 Echocardiogram consult 186.28 263.34 Radiograph consult 162.59 239.65 Radiograph and ECG consult 162.59 239.65 ECG and echocardiogram consult 244.19 321.25 Radiograph and echocardiogram consult 244.19 321.25 ECG,echocardiogram,and radiograph consult 244.19 321.25 Phone consult 127.14 Ambulatory monitoring 627.40 CardioPet.Y ECG plan subscriptions Plan name Screens per month Cost per month Cost per additional screen Intro 5 $125.00 $25.00 Basic 10 $200.00 $20.00 Premium 20 $300.00 $15.00 Pro 40 $480.00 $12.00 1VUr III V`^~` Contact your Telemedicine Account Manager to get started today:1-800-726-1212. a CA() Your 2025 Standard Pricing Specialty services Dental consult 165.97 Dental CT consult 402.82 Internal medicine consult 197.18 Internal medicine consult with abdominal ultrasound 227.18 Dermatology consult 159.97 Exotic radiograph consult 167.84 Exotic ultrasound consult 233.63 Exotic radiograph consult with additional modalities 226.92 Exotic medical consult 226.92 Equine radiology Radiograph consult 224.29 Additional series 90.70 Prepurchase evaluation 594.04 MRI consult-1 study 427.19 MRI consult-2 studies 674.13 MRI consult-3 studies 927.82 CT consult-1 study 403.81 CT consult-2 studies 599.58 CT consult-3 studies 747.54 For current turnaround times,please refer to VelMedStat.com *Refer to new.vetmedstat.com/services for weekend fees and service information. NOTE:Some services may be unavailable during periods of high demand.Check VetMedStat.cow for current service availability. ®2024 IDEXX Laboratories,Inc.All rights reserved.•2236941-11 All®/TM marks are owned by IDEXX Laboratories.Inc.or its affiliates in the United States and/or other countries.Prices effective January 1,2025. riMik IDEXX reserves the right to update or otherwise change this pricing from time to time.The applicable terms and conditions are available at ' Idexx.com/naterms.The IDEXX Privacy Policy is available at idexx.com. V 5 Other Exhibit/Attachment Description: Affidavit ❑■ following this page (pages through 1 ) ❑ this exhibit is not applicable Page 18 of 18 General Service Agreement Non-Solicitation [2024_ver.2] CAO AFFIDAVIT REGARDING LABOR AND SERVICES Effective July 1, 2024, pursuant to§787.06(13), Florida Statutes,when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services. Nongovernmental Entity's Name: IDEXX Distribution, Inc. Address: One IDEXX Drive-Westbrook ME 04092 Phone Number: 800-321-0207 Authorized Representative's Name: Chun-Ming Chen Authorized Representative's Title: VP General Manager Email Address: wIpdsalessupportna@idexx.com AFFIDAVIT I Chun-Ming Chen (Name of Authorized Representative),as authorized representative attest that IDEXX (Name of Nongovernmental Entity)does not use coercion for labor or services as defined in§787.06, Florida Statutes. Under penalty of perjury, I declare that I have read the foregoing Affidavit and that the facts stated in it are true. i (,;(7,:., ' I iLk 2-b (Signature of authorized represenyative) Date r STATE OF Maine I COUNTY OF Cumberland Sworn to(or affirmed)and subscribed before me, by means of Li physical presence or❑online notarization this 21st day of January ,20Z5 ,by Chun-Ming Chen (Name of Affiant),who produced his Florida Driver's License as identification. / / _ !Notary Pub' -`0 r EMILY SCHELLHORN ##I Tr: ' Notary Public - Maine .'i`:, My Commission Expires Commission Exp "` January 17, 2031 Persona4ly Known II OR Produced Identification CI Type of identification Produced: Maine Driver's License CM