SAMPLE_Goods_and_Equipment_Purchase_Agreement.docx

Contract No. ___________

CITY OF PALM DESERT

GOODS AND EQUIPMENT PURCHASE AGREEMENT

ANNUAL SEED PURCHASE FY 2026/27

This Goods and Equipment Purchase Agreement (“Agreement”) is made and entered into on Click or tap to enter a date. by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, (“City”) and Company Name, Choose an item., with its principal place of business at Company Address ("Supplier"). The City and Supplier are sometimes individually referred to herein as "Party" and collectively as "Parties."

Section 1. Definitions 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 the City, ready for approval, testing and/or use as specified in Exhibit “B.”

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 the City’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, the City will decide the question of equality. When requested by the City, Supplier will furnish the City 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 the City’s request.

Section 3. Inspections And Tests.

The City 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, the City 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 the City’s right to reject nonconforming goods, irrespective of the City’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 City, from the date of final written acceptance of the Goods by the City 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. The City’s inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this B.

C. For any breach of the warranties contained in Section 4(A) and Section 4(B), Supplier will, immediately after receiving notice from the City, at the option of the City, and at Supplier’s own expense and without cost to the City:

1. Repair the defective Goods;

2. Replace the defective Goods with conforming Goods, F.O.B. City’s plant, office or other location of City where the Goods was originally performed or delivered; or

3. Repay to City the purchase price of the defective Goods.

If City selects repair or replacement, any defects will be remedied without cost to the City, 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 or 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 the City.

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 the City and their officials, officers, employees, volunteers, representatives and agents harmless against any and all third-party 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 0, the City 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 the City 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 City. No extra charges of any kind will be allowed unless specifically agreed to in writing by the City’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 the City hereunder; and (ii) all charges for packing, freight and transportation to destination.

Section 6. Changes.

City, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, City’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 the City and Supplier and such change will be authorized by a change order document signed by the City and accepted by Supplier.

Section 7. 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 City 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 City 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 the City in advance of the first invoice cycle.

C. Payments otherwise due may be withheld by the City 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 the City 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, the City may remove them at Supplier’s expense.

D. Payment of the final Progress Milestone payment or any retention will be made by City 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 the City;

3. Delivery of all drawings and specifications, if required by City;

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.

If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to the City to indemnify City against any claim or lien at no cost to the City.

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 the City, 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 City will not constitute a waiver, release or discharge of any claims or demands which City 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 the City in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights the City may have under this Agreement or at law, Supplier shall pay City the sum of $250.00 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 so that the City 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, 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 the City 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 the City. Supplier shall have no power or authority by this Agreement to bind the City 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 the City. The City 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 City’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 the City, including, but not limited to Supplier’s insurance and indemnification obligations. No subcontract or order will bind City.

Section 12. Title And Risk Of Loss.

Unless otherwise agreed, the City 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 City 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 the City. Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then the City 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 City 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.

Section 13. Indemnification.

A. Supplier shall defend, indemnify and hold the City of Palm Desert (“City”), and their officials, officers, employees, volunteers, representatives 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 City.

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 City, and their officials, officers, employees, agents, representatives 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 the City or its officials, officers, employees, agents, representatives, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse the City and their officials, officers, employees, agents, representatives 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 City, and their officials, officers, employees, agents, representatives, 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 in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and

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 Coverage. The policies required under this Section shall give the City, and their officials, officers, employees, agents, representatives, or 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 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 City, and their officials, officers, employees, agents, representatives, 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-:VII, licensed to do business in California, and satisfactory to the City.

D. Evidence of Insurance. Supplier shall furnish the City 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 City. All certificates and endorsements must be received and approved by the City before delivery commences. The City 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.

Section 15. Liens.

A. Supplier, subcontractors and any other 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 any other 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 any other suppliers agree that this provision waiving the right of Claims will be an independent covenant.

B. Supplier will save and hold City 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 Of Agreement By City.

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, the City may terminate Supplier’s right to proceed with the delivery of the Goods by written notice to Supplier. In such event the City 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 City’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 City.

B. City 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 the City 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,

2. Unless otherwise directed by the City, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and

3. Deliver only such portions of the Goods which the City 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 the City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to Section 7(C).

E. Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the City Council fails to appropriate or allocate funds for future payment under the Agreement after exercising reasonable efforts to do so, the City may terminate the Agreement for convenience pursuant to the provisions in this Section.

Section 17. Force Majeure A. Supplier shall not be held responsible for failure or delay in shipping nor City 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 City in its capacity as a municipal authority.

C. In the event of any such excused interference with shipments, the City 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:

Supplier: [INSERT BUSINESS NAME]

[INSERT STREET ADDRESS]

[INSERT CITY STATE ZIP]

ATTN: [***INSERT NAME AND TITLE***]

City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 ATTN: Francisco Torres, Public Works 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 City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the City 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 City.

C. Successors and Assigns. 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. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.

G. Attorneys’ 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-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

J. Authority to Enter Agreement. 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. City’s Right to Employ Other Suppliers. City reserves its right to employ other contractors in connection with the Goods.

N. Entire Agreement. 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]

SIGNATURE PAGE TO GOODS AND EQUIPMENT PURCHASE AGREEMENT

BETWEEN THE CITY OF PALM DESERT

AND [***INSERT NAME OF SUPPLIER***]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF PALM DESERT

Chris Escobedo City Manager

Attest:

Anthony J. Mejia City Clerk

Approved as to form:

Isra Shah City Attorney

[***INSERT NAME OF SUPPLIER***], Choose an item.

[IF CORPORATION, TWO SIGNATURES, PRESIDENT OR VICE PRESIDENT AND SECRETARY OR TREASURER REQUIRED]

[Insert Name] [Insert Title]

[DELETE THE FOLLOWING SIGNATURE LINE IF SECOND SIGNATURE NOT REQUIRED. USE ABOVE FORMAT FOR SIGNATURE IF YOU HAVE NAME AND TITLE. OTHERWISE, USE BELOW SIGNATURE LINE:]

[Insert Name] [Insert Title]

Office Use:

Revised 11-2-20 72500.00001\44535968.1 72500.00001\44535968.1 Revised 01-2026 72500.00001\44535968.1

EXHIBIT “A”

GOODS SPECIFICATIONS

1. Total Seed Quantity Summary

The total quantity of seed to be delivered under this contract is 157,500 pounds, consisting of the following:

· 152,000 lbs. – Standard perennial rye

· 4,000 lbs. – Apron-treated perennial rye

· 1,500 lbs. – Apron-treated Poa Trivialis

All seed shall meet the specifications outlined above and be delivered in 50-pound bags, shrink-wrapped and palletized (2,000 lbs. per pallet).

The Vendor shall furnish all labor, materials, renderings (if applicable), equipment, tools, supervision, freight, permits, coordination, removal, installation (if required), and all incidental costs-including taxes-necessary to perform and complete the scope of work as described in this Invitation to Bid and the resulting Agreement. The following specifications outline the required materials and services. Descriptions are not exhaustive but provide the minimum quality and performance standards expected.

1. Perennial Ryegrass Blend Seed Type: Standard tournament-quality perennial ryegrass blend.

Approved Varieties (or approved equal*):

-Black Pearl

· Prominent 2

· Black Label

· Seed Research 4650 *The City’s designated representative retains sole discretion to determine whether a proposed seed or seed blend is equal to or superior to the specified varieties and may approve or reject all substitution requests.

Blend and Packaging Specifications:

· Minimum purity: 98.5%

· Minimum germination: 90%

· Maximum inert material: 1.5%

· Maximum weed seed: 0.05%

· Maximum fluorescence: 2.5%

· State of origin: Oregon

· Free from Poa annua, bent grass, and coarse grasses

· Packaging: 50-pound bags, shrink-wrapped and palletized

· Pallet weight: 2,000 pounds (40 bags per pallet) Bid Quantities:

· 152,000 pounds: Standard perennial rye

· 4,000 pounds: Apron-treated perennial rye

2. Poa Trivialis

Approved Varieties:

· Starlite II

· Havana

· Laser Bid Quantity:

· 1,500 pounds: Apron-treated Poa Trivialis

EXHIBIT “A”

Revised 01-2026 72500.00001\44535968.1

EXHIBIT “B”

DELIVERY SCHEDULE

Delivery #1:

· Location: Desert Willow Golf Course Maintenance Facility 38-650 Portola Avenue, Palm Desert, CA 92260

· Quantity:

· 110,000 lbs. standard perennial rye

· 4,000 lbs. Apron-treated perennial rye

· 1,500 lbs. Apron-treated Poa Trivialis

· Deadline: No later than September 15, 2026 (weekday only)

· Delivery Requirements: Vehicle must be equipped with a forklift for unloading

Delivery #2:

· Location: City of Palm Desert Corporation Yard 74-705 42nd Avenue, Palm Desert, CA 92260

· Quantity:

· 42,000 lbs. standard perennial rye

· Deadline: No later than September 15, 2026 (weekday only)

· Delivery Requirements: Vehicle must be equipped with a forklift for unloading

EXHIBIT “B”

72500.00001\44535968.1

EXHIBIT “C”

FEE SCHEDULE

Subtotal

Sales Tax (8.75%)

Total

EXHIBIT “C”

72500.00001\44535968.1