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HomeMy WebLinkAboutIDEXX LABORATORIES 3 -2015INSURANCE ON FILE WOiZK MAY PROCEED N-2016-166 UNTIL INSURANCE EXPIRES Gi ERK OF COUNGSL CONSULTANT AGREEMENT DATE; 2 g 2015 THIS AGREEMENT is made and entered into this 6i'' day of May, 2D15 by and between IDEXX Laboratories, Inc., a Maine corporation ("Consultant"), and the City of Santa Ana, a charter city and V m municipal corporation organized and existing under the Constitution and laws of the State of California (A 3 IL RECITALS 0) A. The City desires to retain a consultant having special skill and knowledge in the field of 0 veterinary laboratory services. 8. Consultant represents that Consultant is able and willing to provide such services to the City, C. In undertaking the performance of this Agreement, Consultant represents that It is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for Its services, the rates and charges identified In Exhibit A-1. The total sum to be expended under this Agreement shall not exceed $25,000 during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2015 and expire on June 30, 2017, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create on employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in anyway in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of California state law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or falls or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement, Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal Injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal Injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or Its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs Incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related 3 to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such Information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information Includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702.1988 Fax 714- 647-6956 With courtesy copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 12 To Consultant: IDEXX Laboratories One IDEXX Drive Westbrook, Maine 04092 Fax: 207-556-4346 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, In connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. --signature page follows-. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on or after the date and year first above written. ATTEST MARIA D.D. HUIZARR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By. Joh . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Gerardoduet Executive Director of Parks, Recreation and Community Services Agency 7 CITY OF SANTA ANA DAVIDCAVAZOS City Manager CONSULTANT i Name: Title: V f ca EXHIBIT A SCOPE OF SERVICES Consultant shall provide veterinary laboratory services to the Santa Ana Zoo Including: Clinical laboratory testing Cytology and histopathology Consultation services In providing these services the Consultant shall: Furnish plok-up of samples as needed on an "on call" basis Furnish laboratory supplies Fax a hard copy of all laboratory results to the Santa Ana Zoo at (714) 953.7401 Adhere to the guidelines established by the College of American Pathologists Commission on Laboratory Accreditation "Standards for Laboratory Accreditation", Compensation Consultant shall be compensated for its services as provided in the Fee Schedule attached hereto as Exhibit A-1, The City will not be charged for Consultant's pick-up of laboratory samples. EXHIBIT A-1 FEE SCHEDULE (OR) RATES AND CHARGES amp L.A130RATORIE5 Santa Ana Zoo 1801 E Chestnut Ave Santa Ana, CA 92701 714-647-6575 SAP 179629 4022 -UC Campylobacter* $92,65 5010 -UC 5010 OVA AND PARASIT $12.25 1013 -UC 1013 TOTAL HEALTH $76,14 149 -UC 149 SMALL MAMMAL PRO $78,59 11 -UC 11 LARGE ANIMAL PROF $79,25 142-1.1C 142 REPTILIAN PROFIL $89.55 131 -UC 131 AVIAN PROFILE #1 $87.89 608 -UC 608 PRIORITY BIOPSY $75.09 600 -UC 600 PRIORITY CYTO W1 $71.85 111 -UC 111 CHEM 25 $56.20 137 -UC 137 AVIAN/EXOTIC CBC $41.80 2451 -UC 2451 ADD-ON FRUCTOSA $30.80 2787 2787 Avian Comprehensive Profile $72,99 9 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of sults arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and Is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to _ Named Insured Countersigned by Authorized Representative 10 Rewed by: vij gi-iii acoR`72* 111 IFICATE OF LIABILITY INSURANCE DATE(MW/0221201512015YYY) THIWP ED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CER rF �y,QI AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BEL E OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. Boston MA Office CONTACT NAME: )AIC No. Ext): (866) 283-7122 aC. Ni (800) 363-0105 One Federal Street Boston MA 02110 USA E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC N Santa Ana INSURED INSURER A: The Charter Oak Fire Insurance Company 25615 IDEXX Laboratories, Inc. INSURER B: Travelers Property Cas Co Of America 25674 One IDEXX Drive Westbrook ME 04092-2041 USA INSURER C: Federal Insurance Company 20281 INSURER D: NoetiC Specialty Insurance c0 17400 INSURER E: PREMISES Es occurrence $2,000,000 INSURER F: ULPILKAGOS GCKIIFICA fE NUMBER: b/UUDBbt44ZU5 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYV LIMITS C X COMMERCIAL GENERAL LIABILITY Santa Ana 36019228 U6/30/20J. 6/ 01201 EACH OCCURRENCE $2,000,000 CLAIMS -MADE R❑OCCUR PREMISES Es occurrence $2,000,000 MED EXP (Any one peson) $10,006 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN-LAGGREGATE LIMITAPPLIES PER: POLICY ❑X PRO [ X] LOC JECT PRODUCTS - COMP/OP AGG EXcl Uded OTHER: C AUTOMOBILE LIABILITY 7358-07-90 06/30/201506/30/2016 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY( Per person) ALL OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS AUTOS HIREDAUTOS NON -OWNED - PROPERTY DAMAGE AUTOS Peraccident C X UMBRELLA LIAR X OCCUR 79890079 06/30/2015 06/30/2016 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED I IRETENTION A WORKERS LIABILATION AND Tc20UBIOIDIC0615 01/01/2015 01/01/2016 X STATUTE ERH EMPLOYERS YIN WE (AOS) B ANYPROPRIETORI PARTNER/ EXECUTIVE NIA TR]UB1U1D101$15 U1/D1/2g1$ E.L, EACH ACCIDENT $1,000,000 D1/D 1/2D16 OFFI CERIMEMRER EXCLUDED' (Mandatory in NH) WE (MA,WI) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yea describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 o Products Liab NISME380003 06/30/2015 06/30/2016 Aggregate $10,000,000 SIR applies per policy ter if s & conditions Per Occurrence $10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be atteehed if more space is required) The City of Santa Ana and their respective officers, employees, agents, volunteers and representatives are included as Additional Insured on the General Liability policy, but only with respect to liability caused by the acts or omissions of IDEXX Laboratories Inc. in the performance ongoing operations of or in connection with premises owned or rented by IDEXX Laboratories Inc. coverage afforded by the General Liability policy shall be Primary and Nan -contributory for the Certificate Holder with respect to work performed by IDEXX Laboratories Inc. CERTIFICATE HOLDER CANCELLATION ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD N 16-1 =� 95 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City Of Santa Ana AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza - M23 Santa Ana CA 92701 USA C.J4r07b a/LGNG e/f42Ki"64 c/ /CCI ✓ 92Q ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD N 16-1 =� 95 Reviewed by: AGENCY CUSTOMER ID: 570000058422 Ethaq Fisher LOC#: A!Wt'AIZoo ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED IDEXX Laboratories, Inc. POLICY NUMBER See Certificate Number: 570058584205 CARRIER See Certificate Number: 570058584205 NAIL CODE EFFECTIVE DATE', ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSR SURR W" POLICY NUMBER POLICY EFFEC WE DATE MM/DD/YYYY POLICY EXPIRATION DATE MM/DD/YVYY LIMITS OTHER D E&O-PL-Primary E15ME380001 SIR applies per policy tei 06/30/2015 as 8, conditions 06/30/2016 Aggregate $5,000,000 Per Occurrence $5,0001000 ADORE 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Reviewed by: Ethan Fisher .. WI • • Liability Insurance Endorsement Policy Period JUNE 30, 2015 TO JUNE 30, 2016 Effective Date JUNE 30, 2015 Policy Number 3601-92-28 BOS Insured IDEXX LABORATORIES INC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 7. 2015 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added: Who Is Art Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. • representation or warranty unauthorized by you. • chemical or physical change in your product made intentionally by the person or organization. • damages arising out of their sole negligence. • reckless or willful violation of any law or regulation. • of your product which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other substance or thing by or for the person or organization. This limitation does not apply to such relabeling of your product in the regular course of dispensing or furnishing the required amount or dosage of such product. Additional Insured - Scheduled Person Liability Insurance Or OrganiZVLh,A ihnce@) Cotiyi continued Form 80-02-6440 (Ed. 5-04) Endorsement Page 1 Reviewed by: 6�-N-i5 Ethan Fisher PRCSA/Zoo Liability Endorsement (continued) Further, no person or organization From whom you have acquired your product, or any container, ingredient or part entering into, accompanying or containing your product, is an insured under this provision. Schedule THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, SANTA ANA, CALIFORNIA 92701; ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS AND REPRESENTATIVES. All other terms and conditions remain unchanged. Authorized Representative Additional Insured - Scheduled Person Liability Insurance Or Orgenizaft Bldb Copy lastpage Form 80-02-6440 (Ed. 8-04) Endorsement Page 2 CERTIFICATE OF LIABILITY INSURANCE I DATE(MMIDDIYYYY) 01r0712015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A. CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL. INSURED, the policy(hes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. Boston MA Office CONTACT NAME: PHONE (866) 283-71'22 iAlCFAX (BRO) 363-0105 (AIC. No. Exrl: . No.): E-MAIL ADDRESS: One Federal Street Boston MA 02110 USA INSURER(S) AFFORDING COVERAGE NAIL # INSURED W IDEXX Laboratories, Inc. �q �� � q } p a"^ ����,,,. "' 'I One IDEXX Drive Westbrook ME 04092-2041 USA _. ....... INSURER A: Federal Insurance company 202i8l.. ....17400.. Specialty Insurance Co C: NoetCha INSURER charter Oak Fire insurance Company 25615 INSURERD: Travelers Property Cas Co of America 25674 CLAIMSMADEF-X7 OCCUR E: rINSURER INSURER F: COVERAGES CERTIFICATE NUMBER: 570060906556 REVISION NUMBER: THIS IS TO CERTIFY THAT THE, POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, Limits shown are as requested - -POLICY INSR LTR TYPE OF INSURANCE IVSD WVD NUMBER POLICY EFF MMfDDIYYYY MMIODfYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMSMADEF-X7 OCCUR $2,000,000 PREMISES Ea occurrence MED EXP (Any one person) S10,000 _.._.....__.__....... PER.SGNAI. a. ADV INJORY $1,000,000 GENII AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,0'00 POLICY PRO �. LOC /ECT PRODUCTS - COMPIOP AGG EXCluded OTHER: A AUTOMOBILE LIABILITY 15 7358 07 90 06(30/2015 06/30/2016 COM81NED SINGLE LIMIT $1,000,000 Ea accident) BODILY INJURY ( Per person) X ANY AUTO BODILY %JURY (Per accident} ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON-OIVNEC7 AUTOS PROPERTY DAMAGE: Per accident Comprehensive Deduce $1,000 A X UMBRELLA LIAR X OCCUR 79890079 06/ 30/2015... 06/30/2016 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $10,000,000 DED RETENTION C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y f N ANY PROPRIETOR v PARTNER f EXECUTIVE OFF10ERWEMBEREXCLUDED" N (Mandatory in NH) NIA TC20UB101O100616 WC (AOS) TRIUB10ID101816 :WC (MA,WT) 0170-172-016 01/01/2016 0-673-0/2717X 06/30/2016 PER OTH- STATUTE I IER E.L. EACH ACCIDENT $1, 000, 000 E.L. UISEASE-EA. EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S1,000,000 B Products Liab N15ME380003 06/30/2015 06/30/2016 Aggregate 810,000,000 SIR, applies per policy terns & condi ions Per occurrence $10,000,000 SIR $1,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD 101., Additional Remarks Scbedule, may be attached if more space is required) The City of Santa Ana and their respective officers, employees„ agents, volunteers and representatives are included as Additional Insured on the General Liability policy„ but only with respect to liability caused by the acts or omissions of IDEXX Laboratories Inc. in the performance ongoing operations of or in connection with premises owned or rented by IDEXX Laboratories Inc. Coverage afforded by the General Liability policy shall be Primary and Non-contributory for the Certificate Holder with respect to work performed by IDEXX Laboratories Inc. CERTIFICATE HOLDER �'� °gid"A LATION ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE IN DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE The City of Santa Ana (+.FTERIZIED REPRESENTATIVE 20 Civic Center Plaza - M23 g"\ Santa Ana CA 92701 USA :J @1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014141) The ACORD name and logo are registered marks of ACORD id e GS 'CS Cil 2 0 2 CrI AGENCY CUSTOMER ID: 570000058422 LOC #: ADDITIONAL REMARKS SCHEDULE Page — of — AGENCY NAMED INSURED Ann Risk services Northeast, Inc. IDEXX Laboratories, Inc. POLICY NUMBER See Certificate Number: 570060906556 INSURER CARRIER POLICI see certificate Number: 570060906556 77C77 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE INSURER NAIC # INSURER INSURE R INSURER ADDI'TIONAL POLICIES tf*a policy below does not include limit inforination, refer to the corresponding policy on the ACORD certificate forni for policy litnits. POLICI POLK", INSH TYPE OF INSURANCE A01WSUBR INSn WVD, POLWY NUMBER EFFECTIVE EXPIRATION LIMI'T'SIA'R DATE DATE (MMIDWYYYY) (M1%l1DD1Y)'V1) AUTOMOBILE LIABILITY A 15 7358 07 90 06/30/2015 06/30/2016 collision S1,000 Deductible F13 OTHER E&O-PL-Primary EISME386001 06/30/2015 b6/30/2016 Aggregate $5,000,000 SIR applies per policy tows & conditions Per $5,000,000 Occurrence SIR $1,000,07 ACORD 101 (2008)011 (9) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement Policy Period JUNE 30, 2015 TO JUN 30, 2016 Effective Crate JUNE 30, 2015 Policy Number 3601-92-28 BBS Insured IDEXX LABORATORIES INC Name of Company FEDERAL INSURANCE COMPANY Date Issued JULY 7, 2015 This Endorsement applies to the following forms: GENERAL LIABILITY Linder Who Is An Insured, the following provision is added: Who Is -An, Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting, pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any. • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. representation or warranty unauthorized by you. chemical or physical change in your product made intentionally by the person or organization. * damages arising out of their sole negligence. reckless or willful violation of any law or regulation. of your product which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other substance or thing by or for the person or organization. This limitation does not apply to such relabeling of your product in the regular course of dispensing or furnishing the required amount or dgsage of such product. lea ,01 'J''i.„ 1 6,0\ Additional Insured - Scheduled Person C' w Liability Insurance 0r0rganlzat1R& 1hr&& C=am continued Form 80-02-6440 (Ed.. 6'-04) Endorsement Page t Liabffify Endorsement (continued) Further, no person or organization from whom you have acquired your product, or a3ly container, ingredient or part entering into, accompanying or containing your product, is an insured under this Provision. Schedule THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, SANTA ANA, CALIFORNIA 92701; ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS AND REPRESENTATIVES. All other terms and conditions remain unchanged. Authorized Representative e6 A KkN Additional Insured - Scheduled Person Liability Insurance 0r0rganjza!?L1'fL&-'.ME4�& capzy last page Form 80-02-6440 (Ed. 8-04) Endorsement Page 2