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Home My WebLink AboutHA40650 One Quail Roof Repair and Candlewood Apts Roof RplcmntContract No. HA40260 Contract No. HA40650 STAFF REPORT PALM DESERT HOUSING AUTHORITY Joint Public Works and Community Development Department MEETING DATE: October 15, 2020 PREPARED BY: Randy Bowman, Senior Project Manager Jessica Gonzales, Senior Management Analyst REQUEST: Reject the lowest bid submitted by Chapman Coast Roof Co., Inc. as nonresponsive (lack of Bid Bond), and authorize the award of Contract No. HA40260 to Best Contracting Services, Inc. for One Quail Place Roof Repair and Candlewood Apartments Roof Replacement, in the total amount of $1,248,666 and authorize the use of Garland/DBS, Inc., for the purchase of Roof Materials and Supplies in the amount of 4511,164.19. Recommendation By Minute Motion that the Housing Authority Board, 1) Reject the lowest bid submitted by Chapman Coast Roof Co., Inc. as nonresponsive, due to lack of submission of a Bid Bond; and 2) Authorize the award of Contract No. HA40260 to Best Contracting Services, Inc. of Gardena, California for One Quail Place Roof Repair and Candlewood Apartments Roof Replacement (the "Project") at the Palm Desert Housing Authority (the "Authority") properties, in the total amount of $1,248,666; and 3) Authorize the use of Garland/DBS, Inc. ("Garland"), Contract No. HA40650 for the purchase of roof materials and supplies pursuant to 3.30.160(E) of the Palm Desert Municipal Code, necessary to complete this Project in the amount of $511,164.19; and 4) Authorize the Director of Finance to set aside 10% contingency for unforeseen conditions in the amount of $124,867; and 5) Authorize the Executive Director or designee to review and approve written requests for the use of the contingency for unforeseen conditions up to the contingency amount; and 6) Authorize the Executive Director or designee to execute the Notice of Completion ("NOC") and the Secretary to file the NOC, upon satisfactory completion of the Project; and 7) Authorize the Executive Director and their designee to take any necessary actions to facilitate the contract and execute any documents necessary to effectuate the action taken herewith. Monies are available in the FY 2020/2021 Authority's Capital Replacement Budget. October 15, 2020 - Staff Report Reject Lowest Bid and Award Contract No. HA40260 Page 2 of 4 Housina Commission Recommendation The Housing Commission will review this recommendation at its regular meeting of October 7, 2020. Upon request, a verbal report will be provided at the Authority's meeting of October 15, 2020. Strateaic Plan This request does not apply to a specific strategic plan goal. Backaround Analvsis At its meeting on March 24, 2016, the Authority Board authorized the award of Contract No. HA34740C to Garland/DBS, Inc. ("Garland") in the amount of $812,472.00 for restoration of thirteen (13) built up roofs and related services at One Quail Place Apartments plus 10% contingency in the amount of $81,247.00 for unforeseen conditions and permits. The Authority approved the contract to Garland pursuant to the Municipal Code Section 3.30.160(E), allowing the Authority to participate as a government entity with U.S. Communities. After the completion of the 2016 project, a roof assessment of all properties under the Authority's portfolio was completed. From the assessment, it was determined that One Quail Place Apartments ("One Quail Place") and Candlewood Apartments ("Candlewood"), located at 72600 Fred Waring Drive and 74000 Shadow Mountain Drive, Palm Desert, California respectively (the "Properties"), had an immediate need to address and repair their roofing system. In discussing the approach and scope to address the roofing system at the Properties, it was suggested as an option, that the Authority continue purchasing the roofing materials through Garland under a government cooperative program with the labor being solicited formally through a bidding process. Staff considered this approach with the consideration to confirm the labor wages under the government cooperative agreement were within local area wages as well as to continue receiving the benefit of the reduced cost for materials and supplies under the government cooperative program. The reduced cost for materials and supplies under a government cooperative program is approximately 20% less to the Authority compared to procuring the materials and supplies on the open market -Opting to use Garland's products would also reduce the variation contractors would propose as part of their bids and the customary markup applied to the materials. Staff developed the scope for the Project and it includes, among other things, roof replacement of all four (4) apartment buildings and two (2) car ports at the Candlewood Apartments property; and repair of fifteen (15) apartment buildings at the One Quail Place property. The work consists of furnishing all labor, necessary tools and machinery, October 15, 2020 - Staff Report Reject Lowest Bid and Award Contract No. HA40260 Page 3 of 4 supervision, and all utility and transportation services required for the replacement of existing roofing, repairs and any related roofing components. The Project materials and supplies were identified in the Project bid specifications as Garland products that the Authority would provide to the successful bidder for use on the Project, with Garland verifying and guaranteeing the quantities based on the specifications. The Project was advertised for bid on August 5, 2020, and on September 11, 2020, six bids were received via the City of Palm Desert's (the "City") online PlanetBids bidding portal with the following results: Contractor Chapman Coast Roof Co., Inc. Best Contracting Services, Inc. R&R Roofing & Waterproofing, Inc. C.I. Services, Inc. Tecta-America So. Cal., Inc. Commercial Roofing Systems, Inc. Location Fullerton, CA Gardena, CA Lake Elsinore, CA Mission Viejo, CA Santa Ana, CA Arcadia, CA Total Base Bid $1,165,712.50 $1,248,666.00 $1,493,687.00 $1,527,753.00 $1,551,869.00 $1,776,971.50 The lowest bidder, Chapman Coast Roof Co., Inc., did not submit their bid guarantee (bond) in original hard copy to the City Clerk prior to the specified date and time for the bid opening, as required by the bid specifications. The failure of Chapman Coast Roof Co., Inc. to provide a bid bond prior the bid opening time gave them an unfair competitive advantage and renders its bid nonresponsive. After consulting with the Authority's attorney, it is recommended to reject the bid from Chapman Coast Roof Co., Inc. Staff reviewed the bid received from Best Contracting Services, Inc. and determined that they are the lowest responsible bidder submitting a responsive bid. The estimate for the Project is $1,250,000, which places the bid from Best Contracting Services, Inc. at less than one (1) percent lower than the estimate. The provisions of the City of Palm Desert Municipal Code Section 3.30.160(E), allow the Authority to participate as a government entity with the California Multiple Award Schedule ("CMAS") and use their program pricing for purchases through Garland for roofing materials and supplies, so long as the price to the Authority is equal to or better than the price to the state. Garland has confirmed they will provide to the Authority, as a participating entity, CMAS contract terms, products, product warranty, services and pricing for the roofing materials and supplies at prices equal to or better than its prices to the state. Staff recommends the Authority Board to authorize the use of Garland as a vendor through a government purchasing cooperative contract for the purchase of the roofing materials and supplies needed to complete Project in the amount of $511,164.19. Staff recommends that the Authority Board approve this request and related actions. October 15, 2020 - Staff Report Reject Lowest Bid and Award Contract No. HA40260 Page 4of4 Fiscal Analvsis The fiscal impact is the cost of the contract itself in the amount of $1,248,666 plus 10% contingency in the amount of $124,867 (for unforeseen conditions) which will be paid from the FY 2020/2021 Authority's Capital Replacement budget. The additional fiscal impact is the purchase of the materials and.supplies through Garland in the amount of $511,164.19 to complete this Project, which will also be paid from the FY 2020/2021 Authority's Capital Replacement budget. LEGAL REVIEW Robert W. Hargreaves Authority Counsel DEPT. REVIEW Tom Garcia Director of Public Works Andy Firestine Assistant City Manager: AnayF&osc%no Randy Bynder Interim Executive Director: R"4 Fct 44 DEPT. REVIEW Ryan Stendell Director of Community Development CONTRACTOR: Best Contracting Services, Inc. 19027 S. Hamilton Avenue Gardena, CA 90248 ATTACHMENTS: BID SCHEDULE SUBMITTAL AGREEMENT, Contract No. HA40260 VICINITY MAPS VENDOR: Garland/DBS, Inc. 3800 East 91 st Street Cleveland, Ohio 44105 FINANCIAL REVIEW Janet M. Moore Director of Finance ATTACHMENTS: Garland Participation Letter (dated September 22, 2020), CMAS Contract No. 4-20-56-0006B Agreement City of Palm Desert Page 1 ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT (20-22), bidding on Printed 09/18/2020 Bid Results Bidder Details Vendor Name Best Contracting Services, Inc. Address 19027 S Hamilton Ave. Gardena, CA 90249 United States Respondee Candys Simpkins "Respondee Title Sales Supervisor Phone 310-328-6969 Ext. 243 Email cruffin@bestcontracting.com Vendor Type License # CADIR Bid Detail Bid Format Electronic Submitted September 11, 2020 3:33:56 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 222836 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type General Attachments PROJECT NO 820-20 - Best Contracting Services Inc- General Attachment General Attachments.pdf Line Items Type Item Code UOM Qty Unit Price Line Total Comment Base Bid 1 One Quail Place Roof Repairs 1 L SUM 1 $850,666.00 $850,666.00 2 Candlewood Apartments Roof Repairs 2 L SUM 1 $366,000.00 $366,000.00 3 Clear Clogged Roof Drains 3 EACH 25 $200.00 $5,000.00 4 Replace Damaged Wood Framing 4 LIN FT 100 $130.00 $13,000.00 5 Replace Damaged Wood Substrate 5 SQ FT 250 $6.00 $1,500.00 PlanetBids, Inc. City of Palm Desert Page 2 ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT (20-22), bidding on Printed 09/18/2020 Bid Results Type Item Code UOM Qty Unit Price Line Total Comment 6 Replace Damaged Drywall 6 SQ FT 250 $50.00 $12,500.00 Subtotal $1,248,666.00 Total $1,248,666.00 PlanetSids, Inc. Contract No. HA40260 CONTRACT FOR CONSTRUCTION This Contract for Construction ("Contract"), No. HA40260, is made and entered into this 15th day of October, 2020, by and between Palm Desert Housing Authority, a public agency, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, sometimes hereinafter called the "Authority" and Best Contracting Services, Inc., sometimes hereinafter called "Contractor." WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, noticing, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5, below, for the following Project: ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT One Quail Place Apartments ("One Quail Place") and Candlewood Apartments ("Candlewood") are both multi -family apartment properties located at 72600 Fred Waring Drive and 74000 Shadow Mountain Drive, Palm Desert, California respectively (the "Properties"). The Project includes, but is not limited to, improving roofs of all four (4) Apartment Buildings and two (2) Car Ports at the Candlewood Apartments property; and 15 Apartment Buildings at the One Quail Place property, as indicated in the Contract Documents. The work to be done consists of furnishing all labor, materials, necessary tools and machinery, supervision, permits and required drawings, and all utility and transportation services required for the replacement, repair and restoration of existing roofing necessary in accordance with the bid items in the Contractor's Bid, the Specifications, and other Provisions of the Contract. Contractor is an independent contractor and not an agent of the Authority. The Contractor and its surety.shall be liable to the Authority for any damages arising as a result of the Contractor's failure to comply with this obligation. ARTICLE 2. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Authority's Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 150 calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. ARTICLE 3. CONTRACT PRICE. The Authority shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of One Million Two Hundred Forty Eight Thousand Six Hundred Sixty Six and 001100 Dollars ($1,248,666.00). Payment shall be made as set forth in PALM DESERT HOUSING AUTHORITY _1 _ CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 the General Conditions. The Authority will pay to Contractor compensation based upon the prices set forth in the Bid Schedule. ARTICLE 4. LIQUIDATED DAMAGES. Contractor acknowledges that the Authority will sustain actual damages for each and every Day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the Authority's actual damages. Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the Authority the sum of $1,500 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the Authority may deduct that amount from any money due or that may become due the. Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the Authority, in case of Contractor's default, from terminating the Contractor. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The "Contract Documents" include the following: Notice Inviting Bids Instructions to Bidders Bid Forms Bid Acknowledgement Bid Schedule Bid Guarantee Designation of Subcontractors Information Required of Bidders Non -Collusion Declaration Form Iran Contracting Act Certification Public Works Contractor DIR Registration Certification Performance Bond Payment (Labor and Materials) Bond Contract for Construction General Conditions Special Conditions Specifications Addenda Construction Plans and Drawings Standard Specifications for Public Works Construction "Greenbook", latest edition, Except Sections 1-9 Standard Plans of the City of Palm Desert, latest edition Standard Plans for Public Works Construction, latest edition Caltrans Standard Specifications, latest edition, Except Division 1 Caltrans Standard Plans, latest edition California Manual on Traffic Control Devices for Streets and Highways (CAMUTCD), latest edition Work Area Traffic Control Handbook, latest edition PALM DESERT HOUSING AUTHORITY -2- CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Reference Specifications Approved and fully executed Change Orders Permits Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties. ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. ARTICLE 7. INDEMNIFICATION; INSURANCE. 7.1 Indemnification A. To the fullest extent permitted by law, Contractor shall immediately defend (with counsel of the Authority's choosing), indemnify and hold harmless the Authority, the City, their respective officials, officers, agents, employees, and representatives, and each of them from and against: 1. Any and all claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, ,in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the Authority, City or its respective officials, officers, employees, agents, or authorized volunteers (including passive negligence), except the sole negligence or willful misconduct or active negligence of the Authority, City or their respective officials, officers, employees, agents or authorized volunteers. 2. Contractor's defense and indemnity obligation herein includes, but is not limited to damages, fines, penalties, attorney's fees and costs arising from claims under the Americans with Disabilities Act (ADA) or other federal or state disability access or discrimination laws arising from Contractor's Work during the course of construction of the improvements or after the Work is complete, as the result of defects or negligence in Contractor's construction of the improvements. 3. Any and all actions, proceedings, damages, costs, expenses, fines, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, PALM DESERT HOUSING AUTHORITY _3_ CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of Contractor; 4. Any and all losses, expenses, damages (including damages to the Work itself), attorney's fees, and other costs, including all costs of defense which any of them may'incur with respect to the failure, neglect, or refusal of Contractor to faithfully perform the Work and all of Contractor's obligations under Contract. Such costs, expenses, and damages shall include all costs, including attorney's fees, incurred by the indemnified parties in any lawsuit to which they are a party. B. Contractor shall immediately defend, at Contractor's own cost, expense and risk, with the counsel of the Authority choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Authority, City, their respective officials, officers, agents, employees and representatives. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Authority, City, their respective officials, officers, employees, agents, and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse the Authority, City, their respective officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code section 2782. C. The provisions of this Article shall survive the termination of this Contract howsoever caused, and no payment, partial payment, or acceptance of occupancy in whole or part of the Work shall waive or release any of the provisions of this Article. 7.2 Insurance Without limiting Contractor's indemnification of the Authority, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form that is satisfactory to Authority. A. General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, .$4,000,000 general aggregate, for bodily injury, personal injury, and property damage, and a $4,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. B. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. C. Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, PALM DESERT HOUSING AUTHORITY -4- CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automotive liability and employer's liability. Such policy or policies shall include the following terms and conditions: 1. A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2. Pay on behalf of wording as opposed to reimbursement; and 3. Concurrency of effective dates with primary policies; and 4. Policies shall "follow form" to the underlying primary policies; and 5. Insureds under primary policies shall also be insureds under the umbrella or excess policies. D. Workers' Compensation Insurance. Contractor may maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) for Contractor's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. Contractor shall submit to Authority, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Authority, City, their respective officials, officers, agents, employees, representatives and volunteers. E. Pollution Liability Insurance. Reserved. F. Builder's Risk Insurance. Upon commencement of construction and with approval of Authority, Contractor shall obtain and maintain builder's risk insurance for the entire duration of the Project until only the Authority has an insurable interest. The Builder's Risk coverage shall include the coverages as specified below. 1. The named insureds shall be Contractor and Authority, City, including their respective officers, officials, employees, representatives and agents. All subcontractors (excluding those solely responsible for design Work) of any tier and suppliers shall be included as additional insureds as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to Authority. The policy shall contain a provision that all proceeds from the builder's risk policy shall be made payable to the Palm Desert Housing Authority. The Authority will act as a fiduciary for all other interests in the Project. 2. Policy shall be provided for replacement value on an "all risk" basis for the completed value of the project. There shall be no coinsurance penalty or provisional limit provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, Nonconforming Work, omission or deficiency in design or specifications; (2) coverage against machinery accidents PALM DESERT HOUSING AUTHORITY _5_ CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) Ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub - limits sufficient to insure the full replacement value of any key equipment item; (6) Ocean marine cargo coverage insuring any Project materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site or any staging area. Such insurance shall be on a form acceptable to Authority to ensure adequacy of terms and sublimits and shall be submitted to the Authority prior to commencement of construction. G. Other Provisions or Requirements Proof of Insurance. Contractor shall provide certificates of insurance to Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the Authority at all times during the term of this contract. The Authority reserves the right to require complete, certified copies of all required insurance policies, at any time. 2. Duration of Coveraae. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. The Authority, City and their respective officers, officials, employees, representatives and agents shall continue as additional insureds under such policies. 3. Primarv/Non-Contributina. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by the Authority shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Authority before the Authority's own insurance or self-insurance shall be called upon to protect it as a named insured. 4. Products/Completed Operations Coveraae. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed "by or on behalf' of the insured. Policy shall contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The Authority, City, their respective officials, officers, agents, representatives and PALM DESERT HOUSING AUTHORITY -6- CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 employees, shall be included as additional insureds under the Products and Completed Operations coverage. 5. Authoritv's Riqhts of Enforcement. In the event any policy of insurance required - under this Contract does not comply with these requirements, or is canceled and not replaced, the Authority has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by the Authority will be promptly reimbursed by Contractor, or the Authority will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the Authority may cancel this Contract. 6. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 7. Waiver of Subroaation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the Authority, the City, their elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the Authority, the City, their elected or appointed officers, agents, officials, employees representatives and volunteers and shall require similar written express waivers and insurance clauses from each of its subcontractors. 8. Enforcement of Contract Provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Contractor of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder. 9. Reauirements Not Limitina. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the Authority requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. 10. Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to the Authority with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. PALM DESERT HOUSING AUTHORITY -7- CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 11. Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability policies shall provide or be endorsed to provide that the Authority, the City, and their officers, officials, employees, agents, representative and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Coverage shall be at least as broad as coverage provided by ISO's Owners, Lessees, or Contractors Additional Insured Endorsement for the ongoing (i.e. ISO Form CG 20 10 07 04) and completed operations (i.e. ISO Form CG 20 37 07 04) of Contractor. 12. Prohibition of Undisclosed Coveraae Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the Authority and approved of in writing. 13. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability. exclusions. 14. Pass Throuah Clause. Contractor agrees to ensure that its sub -consultants, sub- contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements 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 consultants, subcontractors, and others engaged in the Project will be submitted to the Authority for review. 15. Authoritv's Riaht to Revise Reauirements. The Authority or the City's Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the Authority and Contractor may renegotiate Contractor's compensation. If the Authority reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. 16. Self -Insured Retentions. Any self -insured retentions must be declared to and approved by the Authority. The Authority reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these specifications unless approved by the Authority. 17. Timely Notice of Claims. Contractor shall give the Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. 18. Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. PALM DESERT HOUSING AUTHORITY _$_ CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 19. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. ARTICLE 8. PREVAILING WAGES. Contractor and subcontractors shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the Authority's Office or may be obtained online at http://www.dir.ca.aov and which must be posted at the job site. ARTICLE 9. FALSE CLAIMS. Contractor acknowledges that if a false claim is submitted to the Authority, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the Authority seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys' fees. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] PALM DESERT HOUSING AUTHORITY _9_ CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 IN WITNESS WHEREOF, this Contract has been duly executed by the above -named parties, on the day and year above written. PALM DESERT HOUSING AUTHORITY BEST CONTRACTING SERVICES, INC. By: GINA NESTANDE CHAIRMAN ATTEST: By: GRACE L. ROCHA, Acting Secretary APPROVED AS TO FORM: By: Best Best & Krieger LLP Authority Attorney REVIEWED BY: Tom Garcia Director of Public Works Ryan Stendell Director of Community Development (CONTRACTOR'S SIGNATURE MUST BE NOTARIZED AND CORPORATE SEAL AFFIXED, IF APPLICABLE) [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] By: Its: Printed Name: [DELETE THE FOLLOWING SIGNATURE LINE IF NOT REQUIRED] By: Its: Printed Name: Contractor's License Number and Classification DIR Registration Number END OF CONTRACT PALM DESERT HOUSING AUTHORITY _1 0_ CONTRACT FOR CONSTRUCTION ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF . On , 20_, before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) PALM DESERT HOUSING AUTHORITY ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above -1 1- CONTRACT FOR CONSTRUCTION Contract No. HA40260 BOND FORMS Performance Bond KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the Palm Desert Housing Authority, a public agency, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, (hereinafter referred to as the "Authority") has awarded to Best Contracting Services, Inc., (hereinafter referred to as the "Contractor") an agreement for Contract No.HA40260, (hereinafter referred to as the "Project"). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated July 31, 2020, (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, the undersigned Contractor and as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Authority in the sum of One Million Two Hundred Forty Eight Thousand Six Hundred Sixty Six and 00/100 Dollars ($1,248,666.00), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to Abe made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the Authority, City, and their respective officials, officers, employees, agents representatives and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney's fees, incurred by the Authority in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by the Authority, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Authority from loss or damage resulting from or caused by defective materials or faulty PALM DESERT HOUSING AUTHORITY -12- BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the Authority's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. Whenever Contractor shall be, and is declared by the Authority to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Authority's option: Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or . Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Authority, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Authority under the Contract and any modification thereto, less any amount previously paid by the Authority to the Contractor and any other set offs pursuant to the Contract Documents. iii. Permit the Authority to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the Authority under the Contract and any modification thereto, less any amount previously paid by the Authority to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the Authority may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the Authority, when declaring the Contractor in default, notifies Surety of the Authority's objection to Contractor's further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] PALM DESERT HOUSING AUTHORITY _13_ BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 IN WITNESS WHEREOF, we have hereunto set our hands and seals this , 20_ (Corporate Seal) (Corporate Seal) Contractor/ Principal By Title S u rety By Attomey-in-Fact (Attach Attorney -in -Fact Certificate) Title day of The rate of premium on this bond is per thousand. The total amount of premium charges is $ (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) NOTE: A copy of the Power -of -Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. PALM DESERT HOUSING AUTHORITY -14- BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 20_, before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. PALM DESERT HOUSING AUTHORITY -1 rj- ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT BONDFORMS Contract No. HA40260 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 20_, before me, appeared , Notary Public, personally , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) Title or Type of Document ❑ Partner(s) ❑ Limited ❑ General Number of Pages ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator Date of Document ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney -in -Fact. The Power -of Attorney to local representatives of the bonding company must also be attached. END OF PERFORMANCE BOND PALM DESERT HOUSING AUTHORITY _1 6- BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Pavment Bond (Labor and Materialsl. KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the Palm Desert Housing Authority, a public agency organized and operating under the laws of the State of California (hereinafter designated as the "Authority"), by action taken or a resolution passed October 15, 2020, has awarded to Best Contracting Services, Inc. hereinafter designated as the "Principal," a contract for the work described as follows: Contract No. HA40260 (the "Project"); and WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated July 31, 2020, (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and as Surety, are held and firmly bound unto the Authority in the penal sum of One Million Two Hundred Forty Eight Thousand Six Hundred Sixty Six and 00/100 Dollars ($1,248,666.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the Authority in such suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating PALM DESERT HOUSING AUTHORITY 17 BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or the Authority and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract, including but not limited to, the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 20_ (Corporate Seal) (Corporate Seal) Contractor/ Principal By Title S u rety By Attomey-in-Fact (Attach Attorney -in -Fact Certificate) Title NOTE: A copy of the Power -of -Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. PALM DESERT HOUSING AUTHORITY 18 BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 20_, before me, appeared , Notary Public, personally , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) ❑ Limited ❑ General Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. PALM DESERT HOUSING AUTHORITY 19 BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT Contract No. HA40260 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On . 20_, before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney -in -Fact. The Power -of -Attorney to local representatives of the bonding company must also be attached. END OF PAYMENT BOND PALM DESERT HOUSING AUTHORITY 20 BOND FORMS ONE QUAIL PLACE ROOF REPAIR AND CANDLEWOOD APARTMENTS ROOF REPLACEMENT CANDLEWO.QD APARTMENT,5 Site Map 74-MO Shadow Nlottntiin Drive Palm Dmnt, CA 92260 17 is 12 .. 13 .. ...... t North G 2 Building Sections To Be Included: 1-8, 9-18, 19-26, A-D, Carports A-D, Carports 1-8, 8-19, 20-26. 22 20 21 2E 20 29 19 23 I "V11117, OFF I rlrp.% V- • Water sh fit Off J W. C 1'ead"Jiftj • Elsapir;0j'shen O.Or#,Wfvt zar.W104.4 fAlY.Thim OPL Vrdv, Len I- wi'Lwoml, • 7re. f(mfmin One Quail Place 72600 Fred Waring Drive, Palm Desert, CA 92260 PARxv1E►N , All buildings outlined in red to i� _ receive roof 4300 4 G #� pM10� , S S restoration 4 , 1r_Moa .pn' j 448t 4i7z L1� �1 Olt t gl ♦tee-.�- t■ 9 FII" 37 1z ° 30 Its. i9i _sr 100 3�00 I a ray 'pg -_tw 2700 J JJYi10 g7fi � s114 Illi J xgao ffffff � 77ot i 77VY i ii l39 Q y 9r9e470a av, 1 -- - - I= mi NA DDDra,m;ez. - V.1n4rssNun '^A.a 9i _J _ f5T AG E. � � �13Q } r aAS rk 1900 I 1412 78H 18SB 30 AQ y9i �9„ 1914 46�- 'dam /� r jnp 1fi8U iw, SIR ;m 1100 x (491 t may-}-. �._ 1 �14�J Y $ S'� f I N09 217i t1S3 t71i Jp �I yp0�� 4' �� rTil�w WARMC -, 0 ioD�'�' �3r DSl oa 1OQa ,DGS_ _ DS kI HIM 86p _ 700 lj )0 FRED WARING DR since 1895 THE GARLAND CGMPANY, INC. HIGH PERFORMANCE ROOFING AND FLOORING SYSTEMS 3800 EAST 91 ST. STREET • CLEVELAND, OHIO 44105-2197 PHONE: (216) 641.7500 • FAX: (216) 641-0633 NATIONWIDE: 1-800-321-9336 Jason R. Busanovitch Territory Manager Mobile: 951/300-8377 ibusanovitch@garlandi nd.com Date: 09-22-2020 TO: Palm Desert Housing Authority RE: CMAS Contract Project No. 820-20 Contract No. HA40260 To Whom It May Concern: This letter will serve as confirmation that, as of this date, the Palm Desert Housing Authority is currently participating in the CMAS (California Multiple Award Schedule) The Garland Co. CMAS Contract No. is 4-20-56-0006B Roof Manufacturer: The Garland Company, Inc. Address: 3800 east 9111 street Cleveland, Ohio Phone Number: 1-951-300-8377 Manufacturer's Authorized Representative: ,Jason R. Busanovitch Signed: JCLS&rV F.. $ u4a*vvVXdV Date: 09-22-2020 PALM DESERT HOUSING AUTHORITY GOODS AND EQUIPMENT PURCHASE AGREEMENT CMAS CONTRACT NO. 4-20-56-0006B This Goods and Equipment Purchase Agreement ("Agreement") is entered into this 7"1 day of Month, 2020, by and between the Palm Desert Housing Authority ("Authority"), and The Garland Company, Inc., with its principal place of business at 3800 East 91 s' Street, Cleveland, Ohio 44105-2197 ("Supplier"). Authority and Supplier are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. Section 1. ❑EFINITIONsICOOPERATIVE PROCUREMENT. A. Definitions. 1. "Goods" means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit "A," attached hereto and incorporated herein by reference. 2. "Delivery Date(s)" means that date or dates upon which the Goods is to be delivered to Authority, ready for approval, testing and/or use as specified in Exhibit "B." B. Cooverative Procurement. This Agreement is entered into pursuant to City of Palm Desert Municipal Code section 3.30.160, which authorizes participation with other governmental agencies who have, through a bidding process, determined to award or purchase goods and/or services from Supplier. 1. Program. The purchase has been made through California Multiple Award Schedule ("CMAS'), a program for the procurement of goods and services for governmental agencies. Documents related to the procurement of this Agreement shall be made available to Authority upon request. 2. Piggvback Contract. Contractor entered into a contract with DGS - Statewide Procurement ❑GS - Statewide Procurement dated January 27, 2020 for COMMODITY EQUIPMENT — Roofing Materials and Epoxy (the "Piggyback Contract'). Supplier represents and warrants that the Piggyback Contract was entered pursuant to a competitive procurement process consistent with the laws of California. Supplier shall provide goods and services under this Agreement at the same prices or better as established in the Piggyback Contract. Supplier represents and warrants that it is not currently providing the same or similar goods or services for lower prices than those established in the Piggyback Contract. 1 Section 2. MATERIALS AND WORKMANSHIP. When Exhibit "A" specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without Authority's written approval. Machinery, equipment or material installed in the Goods without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit "A" as equal to any particular standard, Authority will decide the question of equality. When requested by Authority, Supplier will furnish Authority with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Goods. Material samples will be submitted at Authority's request. Section 3. INSPECTIONS AND TESTS. Authority shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit "A," then without prejudice to any other rights or remedies, Authority may reject the Goods or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair Authority's right to reject nonconforming goods, irrespective of Authority's failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof. Section 4. WARRANTY. A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material, and workmanship for a period of two (2) years, or such longer period as provided by a manufacturer's warranty or as agreed to by Supplier and Authority, from the date of final written acceptance of the Goods by Authority as required for final payment under Section 7. Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards. B. Supplier further warrants that all machinery, equipment, or process included in the Goods will meet the performance requirements and specifications specified in Exhibit "A" and shall be fit for the purpose intended. Authority's inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this Section 4.15. C. For any breach of the warranties contained in Section 4.A and Section 4.13, Supplier will, immediately after receiving notice from Authority, at the option of Authority, and at Supplier's own expense and without cost to Authority: K 1. Repair the defective Goods; 2. Replace the defective Goods with conforming Goods, F.O.B. Authority's plant, office or other location of Authority where the Goods was originally performed or delivered; or 3. Repay to Authority the purchase price of the defective Goods. If Authority selects repair or replacement, any defects will be remedied without cost to Authority, including but not limited to, the costs of removal, repair, and replacement of the defective Goods, and reinstallation of new Goods. All such defective Goods that is so remedied will be similarly warranted as stated above. In addition, Supplier will repair ❑r replace other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to Authority. D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend, and hold Authority harmless against any and all third parry claims resulting from the breach or inaccuracy of any of the foregoing warranties. E. In the event of a breach by Supplier of its obligations under this Section 4, Authority will not be limited to the remedies set forth in this Section 4, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to Authority under the California Commercial Code. Section 5. PRICES. Unless expressly provided otherwise, all prices and fees specified in Exhibit °C," attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of Authority. No extra charges of any kind will be allowed unless specifically agreed to in writing by Authority's authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to Authority hereunder; and (ii) all charges for packing, freight and transportation to destination. Section 6. CHANGES. Authority, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, Authority's requirements and specifications. If such changes affect the cost of the Goods or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between Authority and Supplier and such change will be authorized by a change order document signed by Authority and accepted by Supplier. 3 Section7. PAYMENTS. A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by Authority after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods. B. If Progress Milestones have been specified in Exhibit "B," then payments for the Goods will be made as the requirements of such Progress Milestones are met. Progress payments for the Goods will be made by Authority upon proper application by Supplier during the progress of the Goods and according to the terms of payment as specified in Exhibit "B." Supplier's progress billing invoice will include progress payments due for the original scope of work and changes. Each "Item for Payment" shown in Exhibit "B" and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit "B" or a change order, must have subcontractor and/or supplier invoices attached to Supplier's invoice. Other format and support documents for invoices will be determined by Authority in advance of the first invoice cycle. C. Payments otherwise due may be withheld by Authority on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other obligations under the Agreement, or to protect Authority against any liability arising out of Supplier's failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. if the said causes are not removed within a reasonable period after written notice, Authority may remove them at Supplier's expense. D. Payment of the final Progress Milestone payment or any retention will be made by Authority upon: 1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit "B" and in the amount associated with the Progress Milestone; 2. Written acceptance of the Goods by Authority; 3. Delivery of all drawings and specifications, if required by Authority; 4. Delivery of executed full releases of any and all liens arising out of this Agreement; and 5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full. 4 If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to Authority to indemnify Authority against any claim or lien at no cost to Authority. E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section 7.D will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against Authority, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by Authority will not constitute a waiver, release or discharge of any claims or demands which Authority then has, or can subsequently acquire, against Supplier, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. Section 8. SCHEDULE FOR DELIVERY. A. The time of Supplier's performance is of the essence for this Agreement. The Goods will be delivered in accordance with the schedule set forth in Exhibit "B." Supplier must immediately notify Authority in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights Authority may have under this Agreement or at law, Supplier shall pay Authority the sum of $300 per item of Goods for each calendar day for which the item of Goods is unavailable beyond the scheduled delivery date(s) specified in Exhibit "B." B. In the event that the Goods is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery s❑ that Authority can maximize the efficient completion of such project(s). Section 9. TAXES. A. Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement. B. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. C. All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier. In addition, N1 all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Supplier. D. Supplier will, upon written request, submit to Authority written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder. Section 10. INDEPENDENT CONTRACTOR. Supplier enters into this Agreement as an independent contractor and not as an employee of Authority. Supplier shall have no power or authority by this Agreement to bind Authority in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of Authority. Authority shall not be obligated in any way to pay any wage claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement. Section 11. SUBCONTRACTS. Unless otherwise specified, Supplier must obtain Authority's written permission before subcontracting any portion of the Goods. Except for the insurance requirements in Section 14.A, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Goods, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Supplier from its obligations to Authority, including, but not limited to Supplier's insurance and indemnification obligations. No subcontract or order will bind Authority. Section 12. TITLE AND RISK of Loss. Unless otherwise agreed, Authority will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on Authority property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete satisfaction of Authority. Notwithstanding the foregoing, in the event that the Authority has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then Authority shall have title to, and the right to take possession of, such Goods at any time following payment therefor. Risk of loss for any Goods which remains in the possession of Supplier shall remain with Supplier until such Goods has been delivered or Authority has taken possession thereof. Supplier will have risk of loss or damage to Supplier's property used in the construction of the Goods but which does not become a part of the Goods. 0 Section 13. INDEMNIFICATION. A. Supplier shall defend, indemnify and hold the Authority, City of Palm Desert ("City"), and their officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of all damages and attorneys' fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the Authority. B. Supplier's defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Authority, City, and their officials, officers, employees, agents, or volunteers shall be at Supplier's own cost, expense, and risk. Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against Authority or its officials, officers, employees, agents, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse Authority, City and their officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. C. Supplier's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Authority, City, and their officials, officers, employees, agents or volunteers. Section 14. INSURANCE. A. General. Supplier shall take out and maintain: 1. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; 2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); 3. Workers' Compensation requirements and Employer's Liability occurrence; and 7 in compliance with applicable statutory Coverage of at least $1,000,000 per 4. Pollution Liability Insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate shall be provided by the Supplier if transporting hazardous materials. 5. If Supplier is also the manufacturer of any equipment included in the Goods, Supplier shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000. B. Additional Insured; Primary; Waiver of Subrogation: No Limitation on Coverne. The policies required under this Section shall give Authority, City, and their officials, officers, employees, agents OF volunteers additional insured status. Such policies shall contain a provision stating that Supplier's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the Authority, City, or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the Authority, City, and their officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement. C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best's rating no less than A-:Vll, licensed to do business in California, and satisfactory to the Authority. D. Evidence of Insurance. Supplier shall furnish Authority with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Authority. All certificates and endorsements must be received and approved by the Authority before delivery commences. The Authority reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. F. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods. F:l Section 15. LIENS. A. Supplier, subcontractors and suppliers will not make, file or maintain a mechanic's or other lien or claim of any kind or character against the Goods, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as "Claims"); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. B. Supplier will save and hold Authority harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims. Section 16. TERMINATION DE AGREEMENT BY AUTHORITY. A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, Authority may terminate Supplier's right to proceed with the delivery of the Goods by written notice to Supplier. In such event Authority may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered. If Authority's cost of obtaining the Goods, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to Authority. B. Authority may, for its own convenience, terminate Supplier's right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which Authority may have against Supplier, and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated. C. On receipt of notice under Section 16.B, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise, 1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods, 0 2. Unless otherwise directed by Authority, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to Authority; and 3. Deliver only such portions of the Goods which Authority deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site. D. Upon termination pursuant to Section 16.B, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that Authority will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, Authority will promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to Section 7.C. Section 17. FORCE MAJEURE A. Supplier shall not be held responsible for failure or delay in shipping nor Authority for failure or delay in accepting goods described herein if such failure or delay is due to a Force Majeure Event. B. A Force Majeure Event shall mean an event that materially affects a Party's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Supplier and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the Authority in its capacity as a municipal authority. C, In the event of any such excused interference with shipments, Authority shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement. Section 18. MISCELLANEOUS PROVISIONS. A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: 10 r-Aw"W1161 WA Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA Attn: Jessica Gonzales, Senior Management Analyst SUPPLIER: The Garland Company, Inc. 3800 East 9151 Street Cleveland, Ohio 44105 Attn: Jason Busanovitch Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the Authority, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the Authority under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the Authority. C. Successors and Assiqns. This Agreement shall be binding on the successors and assigns of the Parties. D. Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. E. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. F. Govemina Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. G. Attornevs' Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys' fees. H. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. I. No Third Partv Beneficiaries, There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 11 J. Authority to Enter Aqreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. K. Invalidity, Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. L. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. M. Authority's Riqht to Employ Other Suppliers. Authority reserves its right to employ other contractors in connection with the Goods. N. Entire Aqreement. This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. [SIGNATURES ON FOLLOWING PAGE] 12 SIGNATURE PAGE TO GOODS AND EQUIPMENT PURCHASE AGREEMENT BETWEEN THE PALM DESERT HOUSING AUTHORITY AND THE GARLAND COMPANY IN WITNESS WHEREOF, the Parties hereto have executed this Agreement an the date first above written. 91w, 1�9i: Lrl_l�� i s C•1 11 i�i; I4[ey-1 FAa, NLi■] k1i 12_I►1'1 APPROVED BY: Gina Nestande, Chairman FA9&&V* Grace L. Rocha, Acting Secretary APPROVED AS TO FORM: Signature Name Title Signature Best Best & Krieger LLP Authority Attorney Name REVIEWED BY: Title Tom Garcia Director of Public Works Ryan Stendell Director of Community Development 13 Exhibit A Goods Specifications The Goods being procured from Garland are those roofing materials and supplies necessary to complete the Palm Desert Housing Authority One Quail Place Roof Repair and Candlewood Apartments Roof Replacement Project, Contract No. HA40260. The Project roofing materials and supplies have been itemized and each identified by quantity in Exhibit C herein, included by reference. 14 Exhibit B Delivery Schedule THE GARLAND COMPANY. INC. HIGH PERFoRA1mrx Rowm AmD R oomAK; SYS 7Eha since 1895 3=EAST 91ST.STME7-CLEWLAND, OF4044106M7 PHONE: (216)641.75OD• FAX (216)641-BW NATIONOADE: 1800-M -9336 Jw" R. l3inwovitch Territory tlarrager Mobl1e.-951/300-8377 jhusanavitrhalwIand Ind.coin Date: 09-24-2020 TO Palm Desert Housing Authority F E CMAS Material Delrvery Schedule Proj ect No. 82 0-2 0 Contract No. BA40260 To Whom It May Concern: Matenal delivM schedule: One Quail Place Apts is scheduled to deliver on 10/05/2020 Candlewood Apts 1s scheduled to deliver on 10/05/2020 This schedule could be adjusted after the Pre Construction Meeting with the roofing contractor RoofA7anufacturen ThoGarland Company,1nc. Address: 3800 east 91" street Cleveland, Ohio Phoa a Numher: 1-951-3WS377 Manufacturer's Authurized Representative: Jason R. Busanovitch Signed: ,rPifMR. 6U40AWV0WV Date: 09-24-2020 15 Exhibit C Fee Schedule THE CAR AN I) CC) MPANY. INC". ds H;g.q Performance Roofn& Md Flooring Systems since 1805 3"FAS i v15 r_ 5 Mf i- CLYft AW, owa 44JOS1iw PHONE! 12161641.75(0 • FAX: 1216) 641-0633 NATIONWIDE,1.804321-AWO PALM DFNERT 1IOUSING AUTHORITY Jason Busanovilch Riverside, CA. 92504 73.510 Fred Waring Dr. 951/30D-8377 cell Palm I)esert, CA.977M.2578 760-346.0611 PLI. Pruiect No. 820.20 Project: One Quail Place Apartments 09/01/202(1 ROOF MATERIAL CMAS CONTRACT NO.4-20-56-INMB MATERIAL OUANTITY UNIT PRICE TOTAL Weather Screen 1101(55) Gal Drums $1,252.00 $137,720d141 Garla Prime VOC IH) (5) gal pails S116-00 $9,280.IM) StreisPly IV Min. G01 t016 S316.00 $18y6cou HRP Torch base 351 rolls $235.00 $10,57+.00 SlressPly Plus FR Min. 1001 rolls $232.00 $23; 00.00 Garmesh 3t11 ro1Ls $63.00 $1,8911.00 Green -Luck Maztfc 1081 pails $U6.00 $30,888.011 Tuff Sluff Caulking chile I51 cases $384.00 $5,7fii).00 Tuff Nash Plus LO A&B -16 (31 gal pails $415,00 $14,940.00 Seat Tile fro f 21 gal pails $263.00 $15,7811.00 Fiat Stock Metal 1501 shceti 22 ga. S121.00 518,150.00 PyTamic Plus Lo 301 (5) gal Pails $382.00 $1 [".oil Material Tolal S298,(ALM I Shipping Estimate S 12,5 .(A) Tax 0 7.75% S ? i.141.74 TOTAL $334,244.74 Pricing good through December 31,1020 Please issue the PO Kith the Garland CM AS Contract Number on the PO. If you have any questions or concerns, picase contact me directly for further information. Sincerely. , f u40 ru R . 8 a6a no v LtC1v Jason R. Busanovitch 16 —[a THE GARI ANfi (C7MPANY. INC High Performance Roofing And Flooring Systems sines 1695 39M Wf WT. 5 FREE T- CLMAVO.. 0HJ04410.5 AV PHONE-(216) 641.76D6 • FAX: t216i 641-0633 NATION W IRE: 1.800, 321.9336 PALM DESERT HOUSING AUTHORITY Jason Busanovitch RivercidL. CA. 923D4 73-510 Fred Waring Dr. 951/300-9377 cell Pain Desert, CA. 92260.2578 760-346-0611 PEI, Prowet No. 820-20 Prujeeh Candtewuod Apartment% 09/01/2020 ROOF MATERIAL CMMAS CONTRACT NO.4.20.5{i-000613 MATERIAL OIJANTITY UNIT PRICE TOTAL Strev,Wky Plus FR 611n. 3431 rolls $232.00 $79,576.00 HRP Rase Sheet 6f11 rum $129.00 $7,740,00 VersiPly 40 751 rolls $305.00 $7,625.00 KEE-LoLk Mastic 101 pails $311.00 U110.00 Garmesh R / rolls $63.00 $252.00 Tuff Stu IT Caulking white 021 cases $384.00 $768.00 Pyramic Plus LO 091 t551 dal drunLs $4,194.00 $37,746.00 White Star 3ti 1451 g-at pails $643.00 $22,505.00 Material Total S159,322A0 Shipping Estimate $ 5,250A10 Tax C� 7.75 %r• $ 12,347.45 TOTAL $176,919.45 Priding good through December 31, 2020 Please issue the PO with the Garland CMAS Contract Number on the 110. If you have any questions or concerns, Please contact me directly for further information. Sincerely, ja4oty R.13m4aeawvItOu Jason R. Busanovitch 17