Purchasing_Agreement_Sample_with_watermark.pdf

SAMPLE

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 1

PURCHASE AGREEMENT FOR MATERIALS, EQUIPMENT, AND SUPPLIES

This Purchase Agreement (“Agreement”) is made and entered into on ____________, 2025 (“Contract”), by and between ______________________ (“Vendor”) and Fontana Unified School District (“District”). Vendor and

District may be referred to herein individually as a “Party” or collectively as the “Parties.”

WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other, as follows:

1. The Contract Documents: The Vendor agrees to comply with all the terms and conditions set forth in

RFP No. 25/26-0008

PURCHASE OF MUSICAL INSTRUMENTS AND ACCESSORIES

The complete contract consists of the following documents: The Notice Inviting Proposals, General Proposal

Instructions and Conditions, Contractor's Certificate Regarding Drug-free Workplace, Contractor's Certificate

Regarding Alcoholic Beverage and Tobaccofree Campus Policy, Special Conditions, Proposal Form, Non-collusion Declaration, Certification of Primary Participant Regarding Debarment, Suspension, and Other

Responsibility, W-9 Form, the Accepted Proposal, the purchase order/s issued by the District, and the

Agreement, including all modifications, addenda and amendments thereof duly incorporated therein. Any and all obligations of the District and the Contractor are fully set forth and described therein or are reasonably inferable that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in said documents. The documents comprising the complete Contract are sometimes hereinafter referred to as the Contract Documents, the Contract or Agreement.

2. Products. District Warehouse located at 8426 Mango Avenue, Fontana, CA 92335 ("Site"), as further identified in Exhibit A attached hereto and incorporated herein by this reference in the quantities designated therein. No change shall be made in any specification of any item under the Contract unless a written statement setting forth the object of the change, its character, amount, and the expense thereof is first submitted to the District and written consent thereto obtained.

3. Term. The initial term of the Agreement is through June 30, 2026, with the option to extend the contract upon mutual consent of District and successful bidder(s) for up to two (2) years in one (1) year increments in accordance with Education Code section 17596.

4. Compensation. District agrees to pay Contractor for the Products identified in Exhibit A. All costs for delivery, drayage, freight, or the packing of said articles are to be borne by the Vendor. No charge for containers, packing, drayage, or other purpose will be allowed over and above the prices written in the quote, unless otherwise specified. All shipping is F.O.B. Destination. The District shall not be responsible for any taxes or surcharges with the exception of sales tax or use taxes where applicable.

4.1. Invoices. Invoices shall be submitted and contain the following information: purchase order number, delivery site, item number, item description, quantity ordered, quantity delivered, unit price, extended totals, and applicable discounts for items delivered. Failure to enter the above information on the invoice may cause delay in payment. Payment shall be made on partial deliveries accepted by District. A legible delivery discrepancy receipt shall be left upon delivery in the case of a return or shortage. Credits shall be issued in a timely manner.

4.2. Payment. Payment shall be made within 30 days of the date of acceptance of the Products; or receipt of an undisputed invoice, whichever is later.

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 2

5. Independent Vendor: Vendor, in the performance of this Agreement, shall be and act as an independent vendor. Vendor understands and agrees that it and all of its employees shall not be considered officers, employees, agents, partner, or joint venture of the District, and are not entitled to benefits of any kind or nature normally provided employees of the District and/or to which District's employees are normally entitled, including, but not limited to, State Unemployment Compensation or Worker's Compensation.

Vendor shall assume full responsibility for payment of all federal, state, and local taxes or contributions, including unemployment insurance, social security, and income taxes with respect to Vendor's employees. In the performance of this Agreement as herein contemplated, Vendor is an independent vendor or business entity that is:

(i) free from the control and direction of the District in connection with the performance of the services,

(ii) (ii) performing services that are outside the usual course of the District’s business, and ,

(iii) (iii) customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the services performed.

6. Performance of Agreement

6.1. Standard of Care: Vendor represents that Vendor has the qualifications and ability to furnish and deliver the Products as specified, without the advice, control, or supervision of District in accordance with generally and currently accepted principles and practices of its profession for services to

California school districts. The District shall hold the Vendor responsible for any damage which may be sustained because of failure or neglect of the Vendor to comply with the terms or conditions listed herein with the terms of the Agreement. The District may upon twenty-four (24) hour written notice to the Vendor, cancel the Agreement in its entirety or cancel or rescind on all or any portion of any Agreement resulting from this price request for reason of unsatisfactory product or service or any reason determined to be detrimental to the health and welfare of students and school personnel and to hold the Vendor in default. Failure to furnish all items per the Agreement, in a timely manner, as specified, shall constitute unsatisfactory service.

6.2. Delivery Time: The District and Vendor shall identify a mutually agreeable delivery date and time to the Site.

6.3. Inspection of Products Furnished. All items furnished shall be subject to inspection and rejection by the District for spoilage, defects, or non-compliance with the specifications. Defective items shall be made good by the Vendor, and unsuitable items may be rejected, notwithstanding that such defective items may have been previously overlooked by the District and accepted. If a Product is rejected at time of delivery, a credit is to be issued for the Product or Vendor shall immediately remedy such defect in a manner satisfactory to District.

6.4. Safety and Security. It shall be the responsibility of Vendor to ascertain from, and comply with, the District’s rules and regulations pertaining to safety, security, and driving on District grounds, particularly when students are present.

6.5. Force Majeure. Vendor shall be excused for delays to the extent caused by acts for God, fire, flood, earthquake, other natural disaster, strike, lockout, riot, freight embargo, governmental statutes or regulations imposed after the fact, when satisfactory evidence thereof is presented to the District.

7. Warranty/Quality. Unless a longer warranty is called for or provided elsewhere, the Vendor, manufacturer, or their assigned agents shall guarantee the Product or service performed against defects or failures of materials for a minimum period of one (1) year for all items listed under Exhibit A and/or listed on the Discount Form. All workmanship and merchandise must be warranted to be in compliance with applicable California energy, conservation, environmental, and educational standards.

8. Audit. Vendor shall establish and maintain books, records, and systems of account, in accordance with generally accepted accounting principles, reflecting all business operations of Vendor transacted under

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 3 this Agreement. Vendor shall retain these books, records, and systems of account during the Term of this Agreement and any renewals, and for five (5) years thereafter. Vendor shall permit the District, its agent, other representatives, or an independent auditor to audit, examine, and make excerpts, copies, and transcripts from all books and records, and to make audit(s) of all billing statements, invoices, records, and other data related to the Products covered by this Agreement. Audit(s) may be performed at any time, provided that the District shall give reasonable prior notice to Vendor and shall conduct audit(s) during Vendor’s normal business hours, unless Vendor otherwise consents. Proof of distributor’s landing cost (distributor’s invoice) will be required upon request, within a two-day period, for audit purposes only. Invoices are checked regularly.

9. Termination.

9.1. For Convenience by District. At any time and without need for cause, the District may terminate this Agreement by delivering written notice of termination to the Vendor. The Vendor shall be deemed to have received written notice either upon actual receipt or five days after the District mails the notice to the address of record of the Vendor whichever occurs first. The termination shall take effect immediately upon receipt of the written notice unless the notice specifies a later date as the effective date of the termination. As of the effective date of the termination, the Vendor shall cease all work pursuant to this Agreement. The District and the Vendor expressly agree that, in the event of termination for convenience, the District will be required to compensate the Vendor only for goods delivered or services satisfactorily rendered prior to the effective date of termination.

9.2. With Cause by District. If the said Vendor fails or neglects to supply or deliver any of said goods, articles, or service at the prices named and at the times and places above stated, the District may, without further notice or demand, cancel and rescind this contract or may purchase said goods, supplies, or services elsewhere, and hold said Vendor responsible and liable for all damages which may be sustained thereby, or on account of the failure or neglect of said Vendor in performing any of the terms and conditions of this contract; it being specifically provided and agreed that time shall be the essence of this agreement.

i. The foregoing provisions are in addition to and not in limitation of any other rights or remedies available to the District.

10. District’s Right to Withhold Certain Amounts and Make Application Thereof. The District may authorize a member district to withhold a sufficient amount or amounts of any payment otherwise due to the Vendor, as in its judgment may be necessary to cover defective items not remedied, and the District may apply such withheld amount or amounts to the payment of such claims, in its discretion.

11. Indemnification. To the furthest extent permitted by California law, Vendor shall indemnify and hold harmless District, its Governing Board, agents, representatives, officers, consultants, employees, trustees, and volunteers (the “Indemnified Parties”) from any and all claims arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Vendor. Vendor shall, to the furthest extent permitted by California law, defend the Indemnified Parties at Vendor’s own expense, from any and all Claim(s) and allegations relating thereto with counsel approved by District where such approval is not to be unreasonably withheld.

12. Hold Harmless. The Vendor must save, keep, bear harmless and fully indemnify said District and any of its officers or agents from all damages, or claims for damages, costs or expenses in law or equity that may at any time arise or be set up for any infringement of the patent rights, copyright, or trademark of any person or persons in consequence of the use by said District or by any of its officers or agents, or articles to be supplied under this contract.

13. The District’s Inspector. All items shall be subject to the inspection of the District. Inspection of the items shall not relieve the Vendor from any obligation to fulfill this Contract. Defective items shall be made good by the Vendor, and unsuitable items may be rejected, notwithstanding that such defective work and materials have been previously overlooked by the District and accepted. If any item shall be

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 4 found defective at any time before final acceptance of the complete delivery, the Vendor shall forthwith remedy such defect in a manner satisfactory to the District.

14. Assignment of Contract: The Vendor shall not assign, transfer, convey, sublet, or otherwise dispose of this Contract or any part thereof, or any right, title, or interest therein, funds to be received hereunder, or any power to execute the same without the consent in writing of the District.

15. Attorneys’ Fees: If suit is brought by either party to this Contract to enforce any of its terms (including all component parts of the contract documents), and the District prevails in such suit, the Vendor shall pay all litigation expenses incurred by the district, including attorneys' fees, court costs, expert witness fees and investigation expenses.

16. Claims. If a claim, or any portion thereof, remains in dispute upon satisfaction of all applicable dispute resolution requirements, the Vendor shall comply with all claims presentation requirements as provided in Chapter 1 (commencing with section 900) and Chapter 2 (commencing with section 910) of Part 3 of

Division 3.6 of Title 1 of Government Code as a condition precedent to the Vendor’s right to bring a civil action against the District. Pending resolution of the dispute, Vendor and its subvendors shall continue to perform the services under the Agreement and shall not cause a delay of the Services during any dispute, claim, negotiation, mediation, or arbitration proceeding, except by written agreement of the

District.

17. Compliance with Laws. Vendor shall observe and comply with all rules and regulations of the governing board of the District and all federal, state, and local laws, ordinances and regulations. All products must conform to the provisions set forth in the federal, state, county, and city laws for their production, handling, processing, marketing, and labeling. Vendor shall give all notices required by any law, ordinance, rule, and regulation bearing on providing the Products as indicated or specified. If

Vendor performs any service that is in violation of any laws, ordinances, rules, or regulations, without first notifying the District of the violation, Vendor shall bear all costs arising therefrom.

18. Tobacco-Free Environment and Drug-Free Workplace. All District sites have been designated as a tobacco and drug-free environments. Smoking and the use of tobacco products or drugs is prohibited at all times on all areas of District property. District property includes school buildings, school grounds, school owned vehicles and vehicles owned by others while on District property.

19. No Rights in Third Parties. This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

20. Limitation of District Liability. Other than as provided in this Agreement, District’s financial obligations under this Agreement shall be limited to the payment of the compensation provided in this

Agreement. Notwithstanding any other provision of this Agreement, in no event, shall District be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement for the Products provided or services performed in connection with this Agreement.

21. Insurance: Vendor shall have and maintain in force during the term of this Contract, with the minimum indicated limits, the following insurance:

Commercial General Liability, with Products and Completed Operations Coverage

$1,000,000 each occurrence

$2,000,000 aggregate

Automobile Liability, Any Auto, Combined Single Limit

$1,000,000 each occurrence

$2,000,000 aggregate

Workers Compensation Statutory limits pursuant to State law

Employers’ Liability $1,000,000 each incident, disease

$2,000,000 policy limit

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 5

DISTRICT MAY ADJUST THESE LIMITS, IN WRITING, AT THE DISTRICT’S SOLE DISCRETION

BASED ON SIZE AND SCOPE OF THE CONTRACT AND THE INCREASED PREMIUM SHALL BE

ADDED TO THE CONTRACT PRICE.

Vendor shall provide to the District certificate(s) of insurance and endorsements satisfactory to the District. The policy(ies) shall not be amended or modified, and the coverage amounts shall not be reduced without thirty (30) days written notice to the District prior to cancellation. Except for worker’s compensation insurance, the District, the

Architect, and the Project Manager shall be named as an additional insured on all policies. Vendor’s policy(ies) shall be primary; any insurance carried by the District shall only be secondary and supplemental. Vendor shall not allow any subvendor, employee, or agent to commence Work on this Contract or any subcontract until the insurance required of

Vendor, subvendor, or agent has been obtained, and the certificate(s) of insurance and endorsements have been provided to the District; provided, however, that the District reserves the right to reject an insurance policy(ies) if they do not conform with the above insurance requirements.

22. Noncollusion Declaration. The party making the foregoing bid certifies that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation;

that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

23. Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served, and received if given in writing and either personally delivered or sent by overnight delivery service addressed as follows:

Fontana Unified School District:

9680 Citrus Avenue Building No. 30

Fontana, CA 92335

Attn: Sr. Director of Purchasing

Vendor:

Attn: _____________________________

Email: ____________________________

Any notice personally given shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service.

24. California Law. This Agreement shall be governed by and the rights, duties and obligations of the

Parties shall be determined and enforced in accordance with the laws of the State of California. The

Parties further agree that any action or proceeding brought to enforce the terms and conditions of this

Agreement shall be maintained in San Bernardino County, California.

25. Waiver. The waiver by either party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained.

26. Severability. If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired, or invalidated in any way.

27. Provisions Required By Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and this Agreement shall

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 6 be read and enforced as though it were included therein.

28. Authority to Bind Parties. Neither party in the performance of any and all duties under this Agreement, except as otherwise provided in this Agreement, has any authority to bind the other to any agreements or undertakings.

29. Signature Authority. Each party has the full power and authority to enter into and perform this

Agreement, and the person signing this Agreement on behalf of each party has been properly authority and empowered to enter into this Agreement.

30. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document.

ACCEPTED AND AGREED on the date indicated below. By signing this Contract, Vendor certifies, under penalty of perjury, that all the information provided in the Contract Documents is true, complete, and correct:

Dated: _______________________, 2025

Fontana Unified School District

Signature: ______________________________

Print Name: Leslie Barnes, Ed.D.

Print Title: Associate Superintendent, Business Services

Dated: _______________________, 2025

Vendor:

Signature: __________________________________

Print Name: _________________________________

Print Title: __________________________________

Email: ______________________________________

Information regarding Vendor:

Address:

Phone: _______________________

Type of Business Entity:

____ Individual

____ Sole Proprietorship

____ Partnership

____ Limited Partnership

____ Corporation

____ Limited Liability Company

____ Other: _________________

Employer Identification and/or Social Security Number

NOTE: United States Code, title 26, sections 6041 and

6109 require non-corporate recipients of $600 or more to furnish their taxpayer identification number to the payer.

The United States Code also provides that a penalty may be imposed for failure to furnish the taxpayer identification number. In order to comply with these rules, the District requires your federal tax identification number or Social Security number, whichever is applicable.

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 7

CRIMINAL BACKGROUND INVESTIGATION /FINGERPRINTING CERTIFICATION

The undersigned does hereby certify to the governing board of the District that he/she is a representative of the Vendor, is familiar with the facts herein certified, is authorized and qualified to execute this certificate on behalf of Vendor; and that the information in this Criminal Background Investigation / Fingerprinting Certification is true and correct.

1. Education Code. Vendor has taken at least one of the following actions (check all that apply):

All Workers Fingerprinted. The Vendor has complied with the fingerprinting requirements of Education Code section 45125.1 with respect to all Vendor’s employees and all of its subvendors’ employees who interact with pupils, outside of the immediate supervision and control of the pupil’s parent or guardian or a school employee, has a valid criminal records summary as described in Education Code Section 44237 (Vendor shall “require each applicant for employment in a position requiring contact with minor pupils to submit two sets of fingerprints prepared for submittal by the employer to the Department of Justice for the purpose of obtaining criminal record summary information from the Department of Justice and the Federal Bureau of Investigation.”). A complete and accurate list of Vendor’s employees and of all of its subvendors’ employees who may interact with District pupils during the course and scope of the Contract is attached hereto; and/or

Physical Barrier. Pursuant to Education Code section 45125.2, Vendor has installed or will install, prior to commencement of work, a physical barrier at the Project site, that will limit contact between Vendor’s employees and

District pupils at all times; and/or

Continual Supervision by Fingerprinted Employee. Pursuant to Education Code section 45125.2, Vendor certifies that all employees will be under the continual supervision of, and monitored by, an employee of the Vendor who the California Department of Justice has ascertained has not been convicted of a violent or serious felony. The name and title of the employee who will be supervising Vendor's employees and its subvendors' employees is:

Name: __________________________________________________ Title: __________________________

Unoccupied Site. The Work on the Contract is at an unoccupied school site and no employee and/or subvendor or supplier of any tier of Contract shall come in contact with the District pupils.

2. Megan’s Law (Sex Offenders). I have verified and will continue to verify that the employees of Vendor that will be on the Project site and the employees of the Subvendor(s) that will be on the Project site are not listed on California’s

“Megan’s Law” Website (http://www.meganslaw.ca.gov/).

Vendor’s responsibility for background clearance extends to all of its employees, subvendors, and employees of subvendors coming into contact with District pupils regardless of whether they are designated as employees or acting as independent vendors of the Vendor.

I certify that to the best of my knowledge, the contents of this disclosure are true, or are believed to be true.

Date: _________________________________________________________________________________________

Proper Name of Vendor: __________________________________________

Signature: _____________________________________________________________________________________

Print Name: ___________________________________________________________________________________

Title: _________________________________________________________________________________________

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 8

CRIMINAL BACKGROUND INVESTIGATION /FINGERPRINTING CERTIFICATION – CONTINUED

INSERT NAMES OF EMPLOYEES, AGENTS, AND/OR SUBVENDORS

WHO MAY COME IN CONTRACT WITH STUDENTS

OR INCLUDE AN “ATTACHMENT A” EMPLOYEE LIST

RFP No. 25/26-0008 Purchase of Musical Instruments and Accessories Rev 7.17.25 Page 9

EXHIBIT A