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HomeMy WebLinkAbout25C207 - Waxie Sanitary SupplyCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) COOPERATIVE PURCHASE OF SANITARY SUPPLIES Waxie Sanitary Supply Michael Gregus Mike.Gregus@bradyplus.com Sanitation Supplies $60,000 7/1/25-6/30/2028 - 3 years N/A Michael Gregus - Mike.Gregus@bradyplus.com Public Works Daniel Martinez ext. 8348 N/A 25C207 N/A Yes Yes Yes Procurement - No 2020002301 Omnia Partners Attachment A Maria Weaver Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) COOPERATIVE PURCHASE OF SANITARY SUPPLIES AGREEMENT NO. 25C207 – OMNIA CONTRACT #2020002301 This Cooperative Purchase of Sanitation Supplies Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Waxie’s Enterprises, LLC dba Waxie Sanitary Supply, a Delaware Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as a “Party” or collectively as the “Parties” in this Agreement. 1. Background. a. This Agreement is made and entered into in reference to the competitively solicited Omnia Partners Purchasing Agreement #2020002301 (“Cooperative Agreement”). b. The City desires to obtain Sanitation Supplies, attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out here in its entirety. c. Contractor desires to perform said services on the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement is for 3 years, beginning on July 01, 2025, and ending on June 30, 2028. The Parties may mutually extend the term of this Agreement for up to 2 additional one-year periods (“Option Period(s)”), provided, the Parties do so in writing prior to the expiration of the original term of the then-current Option Period. 3. Compensation and Payment. This Agreement shall be for an amount not to exceed sixty thousand dollars ($60,000.00) subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B,” which is incorporated by reference into this Agreement, as if fully set out here in its entirety. 4. Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorporated herein by reference. If no insurance is required, Attachment “C” will reflect that there are no insurance requirements set forth for this Agreement. 6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses, including legal costs and attorney fees (collectively “Claims”), including but not limited to, Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement (if required and incorporated as part of this Agreement) be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement, until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7. Notice. Any notices required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice shall be sent as follows: IF TO THE CITY: IF TO THE CONTRACTOR: City of Palm Springs Waxie Sanitary Supply Attn: City Manager/ City Clerk Attn: Michael Gregus Address: 3200 E. Tahquitz Canyon Wy. Address: PO Box 748802 Palm Springs, CA 92262 Los Angeles, CA 90074 Email: Mike.Gregus@bradyplus.com 8. Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with this Agreement. 9. Changes. In the event any change or changes in the work is requested by City, the Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional work not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 10. Termination Prior to Expiration of Term. The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City, in its sole and absolute discretion. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. The City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to the City. 11. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to the City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in City contracting. 12. Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Attachment “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this section. 13. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the Parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail. [Signature Page on Following Page] Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) SIGNATURE PAGE TO COOPERATIVE PURCHASE OF SANITARY SUPPLIES AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND WAXIE ENTERPRISES LLC DBA WAXIE SANITARY SUPPLY IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ Signature Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: __N/A____ Item No. __N/A_____ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 7/7/2025 7/14/2025 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “A” SCOPE OF WORK Contractor shall provide scope of services as outline in the Omnia Contract No. 2020002301. Services shall be in accordance with Attachment B, and as further detailed on the Omnia website: https://www.omniapartners.com/suppliers/network-distribution/public-sector/contract- documents#contract-326 Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “B” QUOTE / PRICING Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “C” INSURANCE REQUIREMENTS 1.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. required X is not required; (1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the requ ired limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreem ent. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which s hall be subject Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 1.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor’s ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of $10,000. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) 1.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement: A. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. G. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) H. Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of p otential claims. L. Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor’s activities or the activities of any person or person for which the Contractor is otherwise responsible. 1.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 1.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person author ized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificat es of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “D” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 WAXIE Sanitary Supply, A BradyPLUS Company 7/7/2025 Michael Gregus Director of National Accounts Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 03/29/2025 RSC Insurance Brokerage, Inc. 160 Federal St. 4th Floor Boston MA 02110 Alex Banks abanks@risk-strategies.com Waxie's Enterprises, LLC/WAXIE Sanitary Supply 9353 Waxie Way San Diego CA 92123 Zurich American Insurance Company 16535 Navigators Insurance Company 42307 American Zurich Insurance Company 40142 American Guarantee and Liability Insurance Company 26247 CL2532844152 A GLO 6974038 01 04/01/2025 04/01/2026 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 A BAP 6974037 01 04/01/2025 04/01/2026 2,000,000 B NY25UMRZ0GX6VIV 04/01/2025 04/01/2026 5,000,000 5,000,000 C N WC 6974039 01 04/01/2025 04/01/2026 1,000,000 1,000,000 1,000,000 D Excess Liability $10M xs $5M AEC 9581554-01 04/01/2025 04/01/2026 Each Occurrence $10,000,000 Aggregate $10,000,000 Should General Liability and Automobile Liability policies be cancelled before the expiration date thereof, the policy provisions of each policy will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 Waxie's Enterprises, LLC/WAXIE Sanitary SupplyRSC Insurance Brokerage, Inc. 25 Certificate of Liability Insurance: Notes Cyber Coverage – Insurer: Allied World Assurance Company (U.S.) Inc. Policy #: 0313-6535 Eff-Exp Dates: 12/01/2024 – 12/01/2025 Limit: $5,000,000 Aggregate Crime Coverage – Insurer: Everest National Ins. Co. Policy #: PCIP001095-241 Eff-Exp Dates: 12/01/2024 – 12/01/2025 Limit: $5,000,000 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: 6974037 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: BradyPLUS Holdings, LLC Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the “accident” or the “loss” under a contract with that person or organization. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 POLICY NUMBER: 6974038 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Wolters Kluwer Financial Services, Inc. | Uniform Forms WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Where required by written contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 CG 20 15 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 POLICY NUMBER: 6974038 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor)Your Products ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO THE LOSS, EXCEPT WHERE SUCH CONTRACTOR OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" shown in the Schedule of this endorsement which are distributed or sold in the regular course of the vendor's business. However: 1.The insurance afforded to such vendor only applies to the extent permitted by law; and 2.If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B.With respect to the insurance afforded to these vendors, the following additional exclusions apply: 1.The insurance afforded the vendor does not apply to: a."Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 15 12 19 e.Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h."Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d. or f.; or (2)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C.With respect to the insurance afforded to these vendors, the following is added to Section III – Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 Other Insurance Amendment – Primary And Non- Contributory U-GL-1327-B CW (04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. INTERNAL USE ONLY Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Where required by written agreement or contract Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV – Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV – Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non -contributory basis. All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 POLICY NUMBER: 6974038 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 Wolters Kluwer Financial Services, Inc. | Uniform Forms ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR RORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO THE LOSS, EXCEPT WHERE SUCH CONTRACTOR OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 CA 20 01 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 2 POLICY NUMBER: 6974037 COMMERCIAL AUTO CA 20 01 11 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR – ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the Policy effective on the inception date of the Policy unless another date is indicated below. Named Insured: BradyPLUS Holdings, LLC Endorsement Effective Date: SCHEDULE Insurance Company:ZURICH AMERICAN INSURANCE COMPANY Policy Number: 6974037 Effective Date: 04/01/2025 Expiration Date: 04/01/2026 Named Insured: BradyPLUS Holdings, LLC Address:5400-5496 Lindbergh Lane Bell, CA 90201 Additional Insured (Lessor): Address: "ALL LESSORS" Designation Or Description Of "Leased Autos": "ALL LEASED AUTOS" Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341 Page 2 of 2 © Insurance Services Office, Inc., 2019 CA 20 01 11 20 Coverages Limit Of Insurance Or Deductible Covered Autos Liability $1,000,000 Each "Accident" Deductible For Each Covered "Leased Auto"Comprehensive Deductible For Each Covered "Leased Auto"Collision Deductible For Each Covered "Leased Auto"Specified Causes Of Loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1.Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2.For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a.You; b.Any of your "employees" or agents; or c.Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3.The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable Clause 1.We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a "leased auto". 2.The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3.If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1.If we cancel the Policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2.If you cancel the Policy, we will mail notice to the lessor. 3.Cancellation ends this agreement. D.The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor Docusign Envelope ID: E5C34CDF-CF4A-4986-B945-774A7B652341