HomeMy WebLinkAboutP-24-526 Eurofins DQCI LLC.pdf VENDOR AGREEMENT NUMBER P-24-526
Eurofins DQCI LLC
03/19/2025
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MASTER SERVICES AGREEMENT
This Master Services Agreement(the "Agreement"), is entered into February 24, 2025 ("Effective Date"), by
and between Eurofins DQCI, LLC and its US Food Affiliates (defined below) having a principal place of
business at 205 Quincy Street, Mounds View, MN 55112 (each such company, individually, a "Member"
and all Members hereinafter collectively, but not jointly, referred to as "US Food Entity"), and COUNTY OF
FRESNO, through the Department of Public Health having a principal place of business at 1221 Fulton
Avenue, Fresno, CA 93721 ("Client'). Each Member and Client are sometimes hereinafter referred to
individually as a "Party" and collectively as the "Parties".
WHEREAS, US Food Entity is a group of independent affiliated laboratories that perform food and
feed testing services.
WHEREAS, Client desires to contract with one or more Members of US Food Entity to provide specific
services and deliverables (if any) under this Agreement (the "Services") on the terms and conditions set forth
in this Agreement and as specifically identified in one or more mutually agreed work orders executed by Client
and a Member (each, a "Work Order").
NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Affiliates
1.1 For purposes of this Agreement, "US Food Affiliates" means Eurofins Food Chemistry Testing Des
Moines, Inc., Eurofins Analytical Laboratories, Inc., Eurofins Microbiology Laboratories, Inc., Eurofins
DQCI, LLC, Eurofins SF Analytical Laboratories, Inc., Eurofins Food Chemistry Testing Madison, Inc.,
and Eurofins Botanical Testing US, Inc.
1.2 For purposes of this Agreement, the term "Affiliate" means any corporation or other business entity
directly or indirectly controlled by, controlling, or under common control with a Party. The term "control"
(including, with correlative meaning, the terms "controlled by," "controlling" and "under common control
with") means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Party, whether through the ownership of voting securities, by contract
or otherwise, or such other relationship as, in fact, constitutes actual control.
2. Performance of Services
2.1 The Parties agree that Client may obtain Services from a Member through the execution by Client and
the Member of a Work Order, which shall be subject, in all respects, to the terms and conditions of this
Agreement. Each Member warrants that all Services provided by it will be performed in a good and
workmanlike manner with reasonable skill, care and diligence. If any terms of a Work Order conflict with
any terms or conditions of this Agreement, the terms of this Agreement shall govern, unless otherwise
expressly stated in the applicable Work Order.
2.2 Each Member is a separate and distinct legal entity. Each Member is typically required to separately
contract for all Services to be provided. However, for the convenience of Client, and to avoid
inconveniencing Client by requiring Client to enter into separate agreements with each separate
Member entity, each Member has severally, but not jointly, entered into this single Agreement with Client
in order to facilitate its business relationship with Client. As such, this Agreement shall only apply to and
bind a Member for Services identified in Work Orders that are accepted by that Member. As a result,
the Parties acknowledge and agree that in no event shall any Member (i) be jointly and severally liable
with any other Member, (ii) have any obligation or liability with respect to a Work Order which it did not
accept or Services it did not provide, (iii) have any obligation or liability with respect to any Work Order
accepted by any other Member or Services provided by any other Member, or (iv) have any obligation
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or liability with respect to any act or omission of any other Member. This Agreement shall be interpreted
strictly in accordance with the intent of this paragraph. Each Work Order establishes a separate stand-
alone agreement between the parties to the Work Order.
3. Placement of Orders
3.1 All orders shall be placed using a Work Order. No Party is obligated to perform a Work Order unless
and until the Work Order is signed by all Parties to the Work Order.
3.2 A request for any change to the scope or nature of the Services to be provided under any Work Order
shall, if mutually agreed, be set forth in an amended Work Order which shall include any change to
estimated delivery dates and fees as agreed by the Parties. A request for additional services on Samples
(defined herein)that have entered the laboratory will be treated as a new Work Order and may postpone
estimated delivery dates accordingly. Analytical services may not be cancelled or modified by Client
after testing is initiated.
3.3 Any logistic service off-site of Client's facility must be paid in full, unless such Work Order has been
cancelled or modified by Client at least forty-eight (48) hours in advance for collection services, ninety-
six (96) hours in advance for sampling services and one (1)week in advance for auditing services.
4. Price and Terms of Payment
4.1 Client shall compensate each Member for that Member's provision of Services and reimburse each
Member for costs incurred by it in providing Services according to the terms stated in the applicable
Work Order.
4.2 The price for the Services does not include any local, state, federal or foreign sales or use taxes, excise
taxes, goods and services tax, value added tax, country-specific business or professional services tax
or similar tax on international services or foreign entities providing services, consumption taxes,
packaging or shipping charges. Client shall assume and shall be solely responsible for any such
applicable taxes. Applicable taxes are those in force at the date of invoicing.
4.3 Payment of all invoices is due strictly within thirty (30) days of the invoice date, other than amounts
being disputed in good faith which shall require written notice to be given to the applicable Member on
or before the due date of the invoice, specifying in reasonable detail the nature of the dispute. Client
agrees to pay all undisputed amounts as provided above. The challenge of an analytical result will not
entitle Client to defer payment.Any invoice which remains outstanding after due date may be additionally
charged with an administrative penalty of Seventy-Five Dollars ($75) and may carry interest at the rate
of one percent (1%) per month or the maximum interest rate permitted by applicable law, whichever is
lower.
4.4 Invoices are subject to a minimum invoice charge of One Hundred Dollars ($100). A Member has the
right to charge an administrative fee of up to Fifteen Dollars ($15) to re-issue an invoice.
4.5 The invoice settlement method is check, bank transfer or direct debit. Any other method of payment
must receive prior agreement from the applicable Member. Client undertakes to provide bank account
details.
4.6 A Member is entitled to require prepayment of up to one hundred percent (100%) of the Work Order
price as a condition of acceptance.
4.7 In addition, even if a Member has accepted and begun to fulfill a Work Order, it has the right at any time
to stop performing Services if Client's account is overdue for that Work Order or any other Work Order.
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4.8 The maximum compensation amount paid through the entire contract term shall not exceed One
Hundred Ninety-Nine Thousand, Nine Hundred Ninety-Nine and no/100 Dollars ($199.999.00).
5. Duties of Client in Delivering Samples
5.1 Client shall provide the applicable Member with sufficient amounts of all samples or materials to be
tested (the "Samples") together with all other information necessary for such Member to perform the
Services including information relating to the storage and safety requirements of the Samples.
5.2 Client hereby warrants to the applicable Member that all Samples provided to the Member by Client for
analysis are, to the best of Client's knowledge: (i) organized and ready for analysis; (ii) free of foreign
materials or substances that were not previously reported by Client; (iii) safe and in a stable condition
for and during transportation, storage under normal conditions, and use in connection with instruments
and by personnel or representatives; (iv) labeled appropriately if they contain dangerous or hazardous
materials; (v) labeled appropriately if refrigerated or frozen storage is required; (vi)accompanied by any
relevant occupational health and safety information known by Client; and (vii) delivered to the Member
free of any third party intellectual property restrictions that would impact the provision of the Services by
the Member or may cause the Member to infringe or contribute to infringement of the intellectual property
rights of any third party. Client shall bear all extraordinary costs for adequate disposal of hazardous
waste resulting from the Samples, whether or not described as hazardous waste. At a Member's
request, Client must provide the applicable Member with the exact composition of the Samples if
Samples are believed to be hazardous.
5.3 The applicable Member will conduct an initial examination of the Samples to check their condition before
any Services are performed. If the Samples do not comply with the requirements described in this
Agreement or any Work Order, then the applicable Member will notify Client regarding the non-
compliance. With Client's approval, the applicable Member may: (i) prepare the Samples for use as set
forth in this Agreement which may result in an additional charge to Client for such preparation and a
delay to the Work Order which will be documented via a written modification to the Work Order; (ii)
terminate the Work Order if the result of the initial examination indicates that an analysis or production
is impossible or is possible only under more difficult conditions than originally anticipated, and Client
shall pay to the Member all expenses incurred before the effective date of termination of the Work Order;
or (iii) modify the Work Order in writing as agreed upon by the Parties to facilitate completion of the
Work Order based upon correction of the non-compliance.
5.4 Client is responsible for the proper delivery of Samples sent to the applicable Member for the
performance of the Services. Unless otherwise specifically agreed in writing by the applicable Member,
a Member accepts no responsibility for any loss or damage which may occur to any Samples in transit
or to any facility or site where logistics services are being delivered. Client will at all times be liable for
the security, packaging and insurance of the Samples from its dispatch until it is delivered to the
applicable Member's facility.
6. Property Rights on Samples and Sample Storage
6.1 Client hereby grants the applicable Member a license and right to use the Samples solely to the extent
necessary for the performance of the Work Order.
6.2 The applicable Member shall take commercially reasonable steps to store the Samples according to
professional practice; however, a Member will have no obligation or liability for Samples sent to the
Member for storage, including Samples requiring refrigeration. A Member shall not be held responsible
for any loss or destruction of Samples, unless such loss or destruction is caused by its gross negligence
or willful misconduct.
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6.3 A Member can dispose of or destroy Samples immediately after the Services have been performed,
unless the applicable Member and Client have agreed in writing on the terms and associated costs of
the Member's retention of the Samples. A Member also can dispose of or destroy the Samples after the
agreed upon retention period, without further notice and at Client's cost, should an extra cost for the
applicable Member arise to comply with any regulation (for example, with respect to disposal of
hazardous waste). If Client requests the return of Samples, the applicable Member will return them to
Client, at Client's sole cost and risk.
7. Report Terms
7.1 Any data analyses and reports will be prepared in the applicable Member's standard format and in
accordance with the applicable Member's standard operating procedures, unless otherwise agreed in
writing. Client shall notify the applicable Member in writing before the commencement of any of the
Services if there are any specific documentation requirements related to the testing. Additional fees may
apply for Client specific documentation requirements.
7.2 Where statements of conformity to a specification or standard for a test are included on an analytical
report (e.g. pass/fail, in tolerance/out-of-tolerance), this decision shall be made in accordance with the
respective statute/regulation. Where statute/regulation is absent, this decision shall be based on the
numerical result without consideration of the uncertainty of the result unless otherwise agreed to in
writing by the applicable Member and Client, and set forth in an amendment to the relevant Work Order.
8. Estimated Delivery Dates and Turnaround Times
8.1 Delivery dates and turnaround times stated in any Work Order are estimates and do not constitute a
commitment by a Member. Nevertheless, the applicable Member shall make commercially reasonable
efforts to meet the estimated delivery dates and turnaround times as stated in each Work Order.
8.2 Unless a different delivery method is specified in writing, analytical reports are sent by email or via other
electronic means, to the attention of the persons indicated by Client in the Work Order, promptly after
the analysis is completed.
8.3 A Member shall not be responsible for any delays in the timely progression of the Services to the extent
any such delay is attributable to Client action or inaction. During the performance of the Services, Client
shall use commercially reasonable efforts to provide any approvals required to be given by Client to the
applicable Member in a timely manner.
9. Transfer of Property and Intellectual Property Rights
9.1 Title in any analysis results, analytical reports, or other work product (the "Results") supplied by a
Member to Client shall remain with the applicable Member until all invoices in respect thereof have been
paid by Client in full, and until such full payment, Client shall have no ownership or property rights
therein.
9.2 The applicable Member shall be entitled to store, aggregate, and use any System Data generated as a
result of the performance of the Services. "System Data" means control data from laboratory tests or
transactional, volume and performance data related to the Services, which does not contain (i) any
personally identifiable information; or (ii) Client Confidential Information.
9.3 Client hereby acknowledges and agrees that any and all inventions, discoveries, trade secrets, know-
how, improvements, methods, systems, software programs, practices, procedures and processes, and
proprietary materials including, but not limited to, structural and functional information and other data
repository, formulations and techniques, whether or not patentable or copyrightable ("Intellectual
Property"), that is owned or controlled by a Member as of the date hereof, or that is developed,
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conceived or reduced to practice outside of the performance of the Services by a Member, and all
modifications or improvements thereto, shall vest in, be the property of, and shall be owned solely and
exclusively by, the applicable Member ("Member Background IP"). Client hereby acknowledges and
agrees that any and all Intellectual Property that is developed, conceived or reduced to practice by
representatives of a Member in the performance of the Services and that is (i) within the field of the
Member Background IP, and (ii) does not rely on or incorporate Client's Samples or Confidential
Information ("Member Developed IP"), is not part of the Results and shall vest in and be the sole and
exclusive property of that Member. Client shall be allowed to use the Member Background IP and the
Member Developed IP, at no cost to Client, to the extent it is incorporated into the Results.
10. Litigation Support Services
10.1 Each Work Order shall identify whether any of the Services requested may be used by Client for litigation
support ("Litigation Support Services"). Each Member may, in its sole discretion, accept or reject any
request to perform Litigation Support Services. Except as expressly agreed by the applicable Member,
no Services or Results may be used as Litigation Support Services.
10.2 In the event that a Member decides to perform the Litigation Support Services, Client represents and
warrants that any such Services shall not be used against other food, beverage, supplement, or other
consumer product manufacturers, sellers or their agents unless specifically agreed by the applicable
Member in advance.
10.3 If a Member is required to provide testimony or records regarding any of the Services provided
hereunder, including Litigation Support Services, in connection with any legal, governmental or
administrative process or proceeding, for any reason other than improper performance by the applicable
Member of the Services, then Client shall reimburse such Member for its reasonable costs, including
the cost for time spent preparing and providing such information.
11. Limited Warranties and Responsibilities
11.1 Analyses, interpretations, assessments, consulting work and conclusions are prepared with a
commercially reasonable degree of care, but a Member cannot guarantee that Results will always be
exact or relevant. Results are influenced by outside factors including, but not limited to, the condition of
the Samples when received by the applicable Member, the current state of (and limitations of)
technology and methods developed and generally applied by the applicable Member (i.e. methods for
testing food, dietary supplements and infant formula), applicable testing tolerances, selection of testing
methodologies from among available options, and the impact of contaminants or undisclosed/unknown
substances contained in a Sample. As a result, the Results may not always be 100% exact or relevant.
This limited warranty expires six (6) months after the delivery date of the Samples, if the Work Order
does not specifically state otherwise. Due to the inherent limitations of testing factors described above,
Client must independently verify the validity of any Results, interpretations, assessments and
conclusions supplied by a Member if it wishes to rely on the same in respect of matters of importance,
and shall do so at its own risk.
11.2 Unless specifically agreed otherwise in writing, analyses to be performed for Client shall be assumed to
be on Samples to be used for non-pharmaceutical purposes. Any analysis Client requires to be done
for Samples used for pharmaceutical purposes or for the purposes of supporting work under regulations
other than those governing food, dietary supplements or infant formula shall be subject to separate
regulatory standards to be agreed in writing by the applicable Member and Client.
11.3 Each Result relates exclusively to the Sample analyzed by the applicable Member. If the applicable
Member has not expressly been mandated and paid for the definition of the sampling plan (including
which raw materials or finished products to sample and at which frequency they should be analyzed)
and the definition of the precise range of analysis to be performed, or if Client has not followed the
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applicable Member's recommendations, a Member shall not bear any responsibility if the sampling plan
or the range of analysis to be performed prove to be insufficient or inappropriate. In all cases, Client's
interpretations, assessments and conclusions derived from the Results of the Services provided by a
Member are solely Client's responsibility.
11.4 Each Party hereby represents to the other Party that: (i) it has full power and authority to enter into this
Agreement and the undersigned is its duly authorized representative; (ii) this Agreement has been duly
authorized; (iii) this Agreement is binding upon it; and (iv) performance of this Agreement does not
conflict with any other legal obligation of the Party.
11.5 Unless explicitly agreed in writing by all Parties, the contractual relationship shall be exclusively between
Client and the applicable Member. There shall be no third party beneficiary or collateral warranty relating
to any Work Order.
12. Indemnification and Limitation of Liability
12.1 A Member shall individually, and not jointly, defend, indemnify and hold harmless Client from and against
those liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable
attorneys' fees, court costs and any amounts paid in settlement) ("Damages") claimed by a third party
against Client arising from that Member's negligence or willful misconduct; provided, however, that such
Member shall have no obligation under this Section 12.1 for any Damages to the extent attributable to
the negligence or willful misconduct of Client.
12.2 Client shall defend, indemnify and hold harmless a Member from and against those liabilities, costs,
damages, suits, actions, debts, charges and expenses (including reasonable attorneys'fees, court costs
and any amounts paid in settlement) ("Damages") claimed by a third party against a Member arising
from Client's negligence or willful misconduct; provided, however, that Client shall have no obligation
under this Section 12.2 for any Damages to the extent attributable to the negligence or willful misconduct
of a Member.
12.3 Except to the extent that such limitations are not permitted or are void under applicable law, in no event
shall the Members or Client be responsible for any indirect, consequential, incidental, punitive or special
damages (including, without limitation, damages for lost profits or revenue, loss of use, business
interruption, loss of information, or for the procurement of substitute services) of each other or of any
third party, even if it has been advised of the potential for such damages and regardless of whether such
damages arise in contract, negligence, tort, under statute, in equity, at law or otherwise. In all cases,
each Member's liability for any claim or series of related claims of Client or of any third party arising
under or relating to this Agreement shall be limited to the value of the Work Order to which such claim
relates.
13. Remedy for Deficient Services and Repeated Analysis
13.1 In the event that any Services are improperly or inadequately performed by a Member, Client's sole and
exclusive remedy, and that Member's sole obligation, with respect to such deficient Services shall be
for Client to either: (i) require that Member to re-perform such improper or deficient Services, subject to
the provisions of Section 13.2 below, or(ii) request a refund of all amounts paid to that Member for such
improperly or inadequately performed Services.
13.2 Objections to Results must be made within thirty (30) days after Client receives the Results. However,
unless the results of the repeated analysis do not match those of the original analysis in all material
respects, Client shall bear the costs of the repeat testing or review. Furthermore, a repeated analysis
will be possible only if the applicable Member has a sufficient amount of the original Samples on hand
when it receives Client's objection. Otherwise, Client will be required to pay all costs, including sampling,
transportation, analytical and disposal costs for the repeat analysis.
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14. Force Majeure
14.1 Neither Party shall be held liable for delays, errors, damages or other problems caused by events or
circumstances which are unforeseen or beyond such Party's reasonable control, or which result from
compliance with governmental requests, laws and regulations.
15. Processing of Client Data
15.1 A Member shall be entitled to save and process personal or commercial data received from Client in
any way, no matter whether such data stem from Client directly or from a third party and shall use
commercially reasonable efforts to keep such data confidential, in compliance with applicable law.
15.2 A Member shall use commercially reasonable efforts to keep all Results confidential, subject to the
applicable Member's rights set forth in clause 9.2 and the right to use them in order to demonstrate its
entitlement to payment for Services rendered.
15.3 Results are prepared and supplied exclusively for the use of Client and should not be divulged to a third
party for any purpose without the prior written agreement of the applicable Member, which may be
granted or withheld in its sole discretion. Results may not be publicly disclosed or used to make or
support a comparison with any other person or entity's products or services without the prior written
consent of the applicable Member. Even if such written consent is given by the applicable Member,
Client (a) remains responsible for any consequences due to the divulgence and use of such Results
and any reliance of a third party on such Results and (b) hereby agrees to indemnify the applicable
Member against any liability which such Member may incur as a result of such divulgence or any such
third party reliance.
16. Confidentiality
16.1 From time to time, the Parties may exchange Confidential Information in furtherance of the performance
of this Agreement. A Party disclosing Confidential Information shall be referred to as the "Disclosing
Party" and a Party receiving Confidential Information shall be referred to as the "Receiving Party".
"Confidential Information" shall mean any non-public, proprietary information (whether or not
patentable or copyrightable, and whether or not currently patented or copyrighted) which is owned or
controlled by a Disclosing Party, whether in tangible or intangible form and including information that is
derived through observation or examination of the Disclosing Party's facilities or operations, including
without limitation, the fact that any Party has entered into this Agreement or provided or obtained
services from the other, trade secrets, know-how, designs, product samples, product formulations,
prototypes, data, processes, formulas, methods, materials, analyses, reports, compilations, research
notes, technology, manufacturing techniques, pricing, the identity of and information relating to services,
equipment, procedures, customers, suppliers or employees, sales and marketing information, financial
information and any other non-public business information.
16.2 The Receiving Party shall protect and hold in confidence all Confidential Information of the Disclosing
Party, using the same degree of care it uses to protect its own valuable information, provided it shall
use no less than reasonable care. The Receiving Party shall limit its disclosure of the Confidential
Information to its directors, officers, employees, Affiliates and/or subcontractors (collectively,
"Representatives") who "need-to-know" such Confidential Information to carry out the purpose of this
Agreement, and who are subject to legally enforceable obligations in connection with such Confidential
Information, which are no less restrictive than those imposed on the Receiving Party under this
Agreement. The Receiving Party also shall not reverse engineer or copy the design, samples or
prototypes, or any components thereof, of any Confidential Information for any purpose. The Receiving
Party shall be responsible for any breach of this Agreement by its Representatives.
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16.3 Confidential Information shall not include information which (a) is or becomes generally available to the
public other than as a result of a breach of this Agreement by the Receiving Party; (b) was rightfully in
the Receiving Party's possession prior to receipt from the Disclosing Party as evidenced by the
Receiving Party's contemporaneously written records; (c) is received by the Receiving Party from a third
party on a non-confidential basis, unless the Receiving Party knows that the third party is bound by an
obligation of confidentiality(contractual, legal, fiduciary or otherwise)to the Disclosing Party or any other
party with respect to such information; or (d) is or was independently developed by the Receiving Party
without reference to or reliance upon the Confidential Information received from the Disclosing Party as
evidenced by the Receiving Party's contemporaneously written records.
16.4 Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be
disclosed by a Receiving Party as required by applicable law or legal process, provided the Receiving
Party notifies the Disclosing Party prior to such disclosure, except where impracticable or prohibited by
law, so as to afford the Disclosing Party a reasonable opportunity to object or seek an appropriate
protective order with respect to such disclosure. Notwithstanding the foregoing, Confidential Information
that is disclosed pursuant to applicable law or legal process shall remain Confidential Information for all
other purposes of this Agreement.
16.5 At the written request of the Disclosing Party, the Receiving Party shall return or destroy, at the
Disclosing Party's option, all Confidential Information, provided, however that the Receiving Party may
retain one (1) copy of any such Confidential Information for legal archival purposes and any electronic
back-up copies maintained in the ordinary course of business.
17. Term; Termination
17.1 This Agreement shall commence on the Effective Date and shall continue for a period of five (5) years
unless earlier terminated as permitted by this Section 17 (the "Term").
17.2 A Party may terminate this Agreement or any Work Order at any time for any reason upon at least sixty
(60) days prior written notice to the other Party. This Agreement and all relevant Work Orders may be
terminated by either Party effective immediately upon written notice if (i) the other Party commits a
material breach of any term of this Agreement or any Work Order which breach is irremediable or, if
such breach is remediable, such breach remains uncured thirty (30) days after written notice of such
breach (or five (5) days in the case of a failure to make payment of any invoice when due) is received;
or (ii) the other Party files a petition or is subject to an involuntary petition filed against it under the U.S.
Bankruptcy Code, or any successor statute.
17.3 If this Agreement is terminated, and any Work Orders are in force at the time, such Work Orders shall
continue in full force and effect, and remain subject to the terms of this Agreement, notwithstanding
termination of this Agreement. The termination of any Work Order shall not cause the termination of any
other Work Order or this Agreement, which shall remain in full force and effect unless and until
terminated in accordance herewith.
17.4 Upon termination of any Work Order, Client shall pay the applicable Member within thirty (30) days
following the effective date of termination, any and all amounts due and owing for Services performed
and documented expenses incurred up to the effective date of termination.
17.5 Upon termination of this Agreement as permitted by this Section 17, neither Party shall have any further
obligations hereunder except for (i) obligations accruing prior to the date of termination, and (ii)
obligations, promises, or covenants set forth herein or in any unterminated Work Order that by their
nature are meant to extend beyond the Term including, without limitation, Sections 9 (Transfer of
Property and Intellectual Property Rights), 10 (Litigation Support Services), 12 (Indemnification and
Limitation of Liability), 16 (Confidentiality)and 20.1 (No Publicity). The provisions of this Section together
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with any other section which is necessary for the interpretation or enforcement of this Agreement shall
survive the expiry or termination of this Agreement howsoever arising.
18. Insurance
18.1 Throughout the Term, Client will maintain insurance of such types and in such amounts as are
comparable to those maintained by similarly situated companies in the industry and as are commercially
reasonable in light of the Client's respective obligations and the Services to be performed under this
Agreement or any Work Order.
18.2 Required Insurance Policies Without limiting the Client's right to obtain indemnification from the
Member or any third parties, Member, at its sole expense, shall maintain in full force and effect the
following insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not less than
Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000). Required limits are provided by a combination of primary and excess/umbrella
policies. This policy must be issued on a per occurrence basis. Coverage must include products,
completed operations, property damage, bodily injury, personal injury, and advertising injury. The
Member shall obtain an endorsement to this policy adding the County of Fresno, its officers, agents,
employees, and volunteers, individually and collectively, as additional insureds, but only insofar as
the operations under this Agreement are concerned. Such coverage for additional insureds will
apply as primary insurance and any other insurance, or self-insurance, maintained by the Client is
excess only and not contributing with insurance provided under the Member's policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include
any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of the State
of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars
($3,000,000). Required limits are provided by a combination of primary and excess/umbrella
policies. If this is a claims-made policy, then (1) the retroactive date must be prior to the date on
which services began under this Agreement; (2) the Member shall maintain the policy and provide
to the Client annual evidence of insurance for not less than five years after completion of services
under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with
another claims-made policy with a retroactive date prior to the date on which services begin under
this Agreement, then the Member shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
18.3 Additional Insurance Requirements
(A) Verification of Coverage. Within 30 days after the Member signs this Agreement, and at any time
during the term of this Agreement as requested by Fresno County's Risk Manager or the County
Administrative Office, the Member shall deliver, or cause its broker or producer to deliver, to the
Fresno County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or
HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive
Page 9 of 13
Version Date: 10Mar2022;v2.1
VENDOR AGREEMENT NUMBER P-24-526
Eurofins DQCI LLC
03/19/2025
notices under this Agreement, certificates of insurance and endorsements for all of the coverages
required under this Agreement.
i. Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the Client, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)the Member has
waived its right to recover from the Client, its officers, agents, employees, and
volunteers any amounts paid under any insurance policy required by this Agreement
and that waiver does not invalidate the insurance policy.
ii. The commercial general liability insurance certificate must also state, and include an
endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary insurance
and any other insurance, or self-insurance, maintained by the Client shall be excess
only and not contributing with insurance provided under the Member's policy.
iii. The automobile liability insurance certificate must state that the policy covers any auto
used in connection with this Agreement.
iv. The professional liability insurance certificate, if it is a claims-made policy, must also
state the retroactive date of the policy,which must be prior to the date on which services
began under this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued
by admitted insurers licensed to do business in the State of California and possessing at all times
during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the
Member shall provide to the Client, or ensure that the policy requires the insurer to provide to the
Client, written notice of any cancellation. For cancellation of the policy for nonpayment of premium,
the Member shall, or shall cause the insurer to, provide written notice to the Client not less than
10 days in advance of cancellation. For cancellation of the policy for any other reason, the Member
shall, or shall cause the insurer to, provide written notice to the Client not less than 30 days in
advance of cancellation. The Client in its sole discretion may determine that the failure of the
Member or its insurer to timely provide a written notice required by this paragraph is a breach of
this Agreement.
(D) Intentionally Omitted.
(E) Waiver of Subrogation. The Member waives any right to recover from the Client, its officers,
agents, employees, and volunteers any amounts paid under the policy of worker's compensation
insurance required by this Agreement. The Member is solely responsible to obtain any policy
endorsement that may be necessary to accomplish that waiver, but the Member's waiver of
subrogation under this paragraph is effective whether or not the Member obtains such an
endorsement.
(F) Client's Remedy for Member's Failure to Maintain. If the Member fails to keep in effect at all
times any insurance coverage required under this Agreement, the Client may, in addition to any
other remedies it may have, suspend or terminate this Agreement upon the occurrence of that
failure.
(G)Subcontractors. The Member shall require and verify that all subcontractors used by the Member
to provide services under this Agreement maintain insurance meeting all insurance requirements
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VENDOR AGREEMENT NUMBER P-24-526
Eurofins DQCI LLC
03/19/2025
provided in this Agreement. This paragraph does not authorize the Member to provide services
under this Agreement using subcontractors.
19. Subcontracting; Assignment
19.1 Each Member is hereby authorized to subcontract any or all Services requested by Client to any of
its Affiliates or to a third party. A Member who subcontracts Services shall be responsible for the
performance of its subcontractors as and to the same extent the Member would be responsible had it
directly performed such Services.
19.2 No Party shall assign, by merger, reorganization, operation of law or otherwise, or transfer any obligation
or right of such Party under this Agreement ("Assign") to any other person or entity without the prior
written consent of the other Party, and any attempt to Assign this Agreement without such consent shall
be void; provided, however, that a Party may Assign this Agreement without such consent to an Affiliate
or to a purchaser of all or substantially all of the stock or assets of such Party or to an entity into which
such Party is merged. This Agreement shall be binding upon the Parties, their successors and their
permitted assigns.
20. No Publicity
20.1 No Party shall: (a) use or display the name, logos, trademark of the other, or the name of any
representative of the other for any purpose, without the prior written consent of the other Party; or (b)
state or imply that the other Party endorses or approves any of its services, materials, products or
compounds without the prior written consent of the other Party.
21. Governing Law
21.1 This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of law provisions. It is the intention of the Parties that in the event
disputes should arise over the interpretation and application of this Agreement, the Parties will first
attempt to settle such disputes by negotiation and consultation between the senior executives of Client
and the applicable Member.
22. Disclaimer of Warranties
22.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO MEMBER GIVES ANY
WARRANTIES, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EACH MEMBER SPECIFICALLY DISCLAIMS ANY AND ALL OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF SUITABILITY, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE.
23. Miscellaneous
23.1 Independent Contractor. It is understood and agreed that each Member shall perform its duties as an
independent contractor and not as an agent, employee, partner or joint venture of Client. Neither Party
shall have the authority to bind or commit the other Party in any manner whatsoever and shall not, at
any time, hold itself out to third parties as having authority to enter into or incur any commitments,
expenses, liabilities or obligations of any nature on behalf of the other Party except as permitted in this
Agreement, a Work Order, or other document expressly providing such authority.
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VENDOR AGREEMENT NUMBER P-24-526
Eurofins DQCI LLC
03/19/2025
23.2 Non-Exclusivity. Nothing in this Agreement is intended or shall be construed to create an exclusive
relationship between the Parties. This Agreement shall not restrict either Party from providing or
receiving similar or like services to or from others.
23.3 Amendment. No provision of this Agreement or Work Order may be amended, modified, added to,
varied, discharged or terminated except by an express written agreement that identifies, with
particularity, the amended, modified, added, discharged or terminated provision and is signed by an
authorized representative of each of the Parties.
23.4 Notices. Any notice required or permitted to be given hereunder by either Party shall be in writing and
shall be deemed given on the date received if delivered personally, or by reputable overnight delivery
service, or three (3) days after the date postmarked if sent by registered or certified mail, return receipt
requested, postage prepaid to the addresses stated on the first page of this Agreement.
23.5 Waiver. A waiver of any term, provision or condition of this Agreement or Work Order shall be effective
only if it is in writing and no waiver, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver or estoppel of any such term, provision or condition or any other term
of this Agreement or a Work Order. No failure or delay by either Party in exercising any right or remedy
under this Agreement shall constitute a waiver of such right, nor shall it prevent or restrict its further
exercise.
23.6 Severability. If a final judicial determination is made that any provision of this Agreement is an
unenforceable restriction against either Party, the provisions hereof will be rendered void only to the
extent that such judicial determination finds such provisions unenforceable; and, to the extent possible,
such unenforceable provisions shall be deemed replaced by provisions that are valid and enforceable
and that come closest to expressing the intention of such invalid or unenforceable provisions, effective
as of the Effective Date. A judicial determination that any provision of this Agreement is unenforceable
will not render the entire Agreement unenforceable, but rather this Agreement will continue in full force
and effect absent any unenforceable provision to the maximum extent permitted by law.
23.7 Entire Agreement. This Agreement and any applicable Work Order sets forth the entire agreement
between the Parties with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous negotiations, agreements, representations, understandings, and commitments with
respect thereto. The Parties agree that their standard terms, conditions, and pre-printed provisions on
any purchase order, acknowledgment, release or other purchasing document purporting to address the
same subject matter shall be null and void and of no force or effect, whether such terms conflict with or
purport to add terms to this Agreement, it being understood that this Agreement can only be amended
as provided in Section 23.3.
23.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which together will constitute one and the same agreement. Electronic or
PDF image signatures shall be treated as original signatures. Delivery of an electronic copy of an
executed counterpart of this Agreement by email shall constitute valid and sufficient delivery thereof.
[Signature Page to Follow]
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Version Date: 10Mar2022;v2.1
VENDOR AGREEMENT NUMBER P-24-526
Eurofins DQCI LLC
03/19/2025
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed this Master
Services Agreement as of the Effective Date by their duly authorized representatives on the dates set forth
below. By signing below, the undersigned represents and warrants he/she is an authorized representative
with all necessary power and authority to execute this Agreement.
Eurofins DQCI, LLC, for itself COUNTY OF FRESNO
and as authorized representative of each Digitally signed by
US Food Affiliate Riley Riley Blackburn
Blackburn late:2025.03.20
By: By: 09:23:42-07'00'
Name: Mary K Krogull Name: Riley Blackburn
Title: Sr.VP Business Administration Food&Feed NA Title: Purchasing Manager
Date: February 24, 2025 Date: March 19, 2025
Page 13 of 13
Version Date: 10Mar2022;v2.1
VENDOR AGREEMENT NUMBER: P-24-526 ATTACHMENT"A"
Eurofins DQCI,LLC Page 1 of 4
Dairy Testing Agreement
Exhibit A
Scope of Services
Background
The County of Fresno Department of Public Health — Environmental Health Division is the regulatory
agency for raw milk and dairy products in the County. Milk and dairy testing is mandated under California
Code of Regulations, Title 3, Section 601 and the United States Public Health Service, Food and Drug
Administration's (FDA) Grade A Pasteurized Milk Ordinance, Section 6 to ensure dairy products are safe
for public consumption. Dairy testing can only be conducted by laboratories that are certified by the FDA.
Services
Services include analytical testing of milk and dairy samples,electronic report results and a courier to pick
up samples from a single location. The vendor must also have the capability to provide testing outside of
standard business hours(i.e.,between 5pm and Sam,weekends and holidays),including sample re-testing.
Milk, dairy and dairy water samples analysis shall be provided for the following tests:
• Standard Plate Count
o Raw cow milk
o Goat milk
o Ice cream/soft serve/other
• Coliform Plate Count
• Lab Pasteurized Count
• Growth Inhibitor Test(Delvotest P-5 pack)
• Electronic Somatic Cell Count
• Direct Microscopic Somatic Cell Count
o Raw cow milk
o Goat milk
• Added Water(freezing point/cryoscope)
• California Mastitis Test
• Yeast & Mold
• Dairy Water, 10-tube, MPN, Colilert
• Dairy Water, Heterotropic Plate Count
Thermometers will be calibrated upon request by the County and on an as-needed basis.
VENDOR AGREEMENT NUMBER: P-24-526 ATTACHMENT"A"
•� Eurofins DQ 1,LC Page 2 of 4
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Contact
Eurofins DQCI (Fresno) Fresno County Public Health Laboratory
4842 W. Jacquelyn Ave Erica Armstrong
Fresno, California 93722 1221 Fulton Mall
Tel: +1 (763)785-0484 Fresno,CA 93721
DQCI-Fresno@eurofinsus.com earmstrong@fresnocountyca.gov
Quotation number E5ZNUS24O041-01 Fresno, 8/28/2024
Please indicate this reference for all correspondence
Project quotation - USO0O0O48-Contract Starting November 1, Account:A00595535SSJ
2024 (Annual Price Increase 3%, for up to 5 years)
This quotation must be submitted with the samples along with a Sample Analysis Request Form to receive the correct testing and
prices.
We appreciate your interest in Eurofins DQCI.At Eurofins, our mission is to provide all our customers with high quality services,
scientific expertise, and outstanding customer service. Our global network of Eurofins laboratories provides convenience to serve
our clients with a wide range of analytical and auditing services.
Price without tax in USD
s
7QVP71-2
Raw Milk
Total Bacteria 1d 3.78 1 3.78
Coliform-Petrifilm 1d 6.80 1 6.80
LPC Lab Past Count 2d 7.02 1 7.02
QV221-2 Delvo Inhibitor 1d 7.12 1 7.12
QVP27-1 Direct Micro Somatic Count(DMSCC) 1d 18.95 1 18.95
QVP28-1 Goat Milk-Green Stain(DMSCC) 1d 18.95 1 18.95
QVPOB-2 Petrifilm Aerobic Count(PAC) 2d 10.58 1 10.58
QV048-1 Scorched Particles(Disk Filtration,Dry Product) 1d 6.22 1 6.22
US002-1 Cryoscope-Freezing Point 1d 1.89 1 1.89
USO06-2 Electronic Somatic Cell Count(ESCC) 1d 2.30 1 2.30
Raw Milk Producer(Goat) 35.72
QVP06-2 Petrifilm Aerobic Count(PAC)
QVP24-1 Coliform-Petrifilm
QVP71-2 LPC Lab Past Count
QV221-2 Delvo Inhibitor
US002-1 Cryoscope-Freezing Point
US0013-2 Electronic Somatic Cell Count(ESCC)
07 Raw Milk Producer(Cow) 28.92 28.92
QVP51-2 Total Bacteria
QVP24-1 Coliform-Petrifilm
QVP71-2 LPC Lab Past Count
QV221-2 Delvo Inhibitor
US002-1 Cryoscope-Freezing Point
US0013-2 Electronic Somatic Cell Count(ESCC)
AAD Red Vials 28.92 1
QVP51-2 Total Bacteria
QVP24-1 Coliform-Petrifilm
QVP71-2 LPC Lab Past Count
QV221-2 Delvo Inhibitor
US002-1 Cryoscope-Freezing Point
US006-2 Electronic Somatic Cell Count(ESCC)
Quotation number E5ZNUS240041-01
Eurofins DQCI,LLC www.eurofinsus.com/industries/dairy.html
5205 Quincy Street Tel+1(763)785-0484
Mounds View,US-MN 55112 DQCI-Fresno@eurofinsus.com
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VENDOR AGREEMENT NUMBER: P-24-526 ATTACHMENT"A"
•� Eurofins DQ 1,LC Page 3 of 4
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DQC I
E Frozen yogurt
UMN2K-5 Moulds-Yeast/g BAM Chapter 18(A) 5d 10.58 1 10.58
(Is performed by:Eurofins Microbiology Laboratory(Fresno)(EUUSFR2))
QVP24-1 Coliform-Petrifilm 2d 6.80 1 6.80
UMCC8-5 Yeast E<10>150000/g(1;3)PDA Agar-P BAM 5d 10.58 1 10.58
Chapter 18(A)
(Is performed by:Eurofins Microbiology Laboratory(Fresno)(EUUSFR2))
UMHII-5 Moulds/g BAM Chapter 18(A) 5d 10.58 1 10.58
(Is performed by:Eurofins Microbiology Laboratory(Fresno)(EUUSFR2))
AAF Soft-serve
QVP013-2 Petrifilm Aerobic Count(PAC) 2d 10.58 1 10.58
Dairy Water and Thermometer Calibration
QVP48-1 Thermometer Certification 27.00 1 27.00
US005-1 Coliform/E.coli-Dairy Water by Multiple-Tube 4d 17.17 1 17.17
Fermentation
US011-1 Coliform/E.coli-Dairy Water by Idexx Quanti-Tray 1d 17.18 1 17.18
US010-1 Heterotrophic Plate Count 2d 10.58 1 10.58
TAT Turnaround time.
(A) This Test is accredited.If the symbols(a)or(§)are present,restrictions exist for certain types of samples or test parameters.
*Sample Prep fees may apply but will be waived upon sample receipt if not applicable.
**Additional charges will occur if microbial analyses report presumptive and move into confirmation.
***For International Clients:All samples will have an autoclave Fee. Prepayment is required for all submissions.
****Prices are subject to change. Please contact your sales rep/CSR with any questions.
*****For first time submissions, please contact your representative if you did not receive a Welcome Package. Samples will not be
registered until an account is established.
Payment terms and conditions
Invoice must be paid no later than thirty(30)calendar days after the invoice was issued.
By placing an order or sending samples to our laboratory,the customer accepts this quotation.This quote is provided subject, in all
respects,to our standard terms and conditions of service,which can be found at
https://www.eurofinsus.com/Terms_and_Conditions.pdf, and are incorporated by reference in this quote as though set forth in full in
it. By signing or otherwise accepting this quote, including by submitting work to be performed by us, the undersigned confirms that
he or she has read and accepts the terms and conditions and is authorized to enter into a contract on behalf of the customer
identified on the quote.
Please send your samples to this address
Eurofins DQCI (Fresno) Tel: +1 (763)785-0484
4842 W. Jacquelyn Ave DQCI-Fresno@eurofinsus.com
Fresno, California 93722
Please confirm your acceptance by returning this quotation with a signature by post or by email
DQCI-Fresno@eurofinsus.com
Quotation number E5ZNUS240041-01
Eurofins DQCI,LLC www.eurofinsus.com/industries/dairy.html
5205 Quincy Street Tel+1(763)785-0484
Mounds View,US-MN 55112 DQCI-Fresno@eurofinsus.com
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VENDOR AGREEMENT NUMBER: P-24-526 ATTACHMENT"A"
0. le Uflr 0�I Ln S Page 4 of 4
DQC I
Quotation valid from 8/28/2024 until 10/31/2029
Ryan Baker Signature for acceptance
Business Unit Manager
Tel: +1 760 420 5969
Fax: +1 763 785 0584
Ryan.Baker@ft.eurofinsus.com
cc: Ramon Ventura,Business Development Director
Quotation number E5ZNUS240041-01
Eurofins DQCI,LLC www.eurofinsus.com/industries/dairy.html
5205 Quincy Street Tel+1(763)785-0484
Mounds View,US-MN 55112 DQCI-Fresno@eurofinsus.com
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