PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285

Vendor Self Service - Terms & Conditions The following terms and conditions are for the Ysleta ISD’s website and all other supplementary documentation in connection therewith govern your use of this website, and any content made available from or through this website. The website is made available by Ysleta ISD. Changes to the Terms and Conditions occur as applicable, without notice. By using the website you accept and agree to Ysleta ISD’s terms and conditions. Only individuals with the authority to abide to Ysleta ISD’s Terms and Conditions should register. If you do not agree to these Terms and Conditions, you may not access or otherwise do business with the District. Registering with the District alone does not constitute acceptance as an approved and/or awarded vendor. INSTRUCTIONS ================================================================== VENDOR DATA ENTRY ***** IMPORTANT -- CASE SENSITIVE, all entries MUST be in UPPERCASE***** STEP 1

1. ENTER ALL INFORMATION IN UPPERCASE 2. ENTER ALL ITEMS THAT ARE ANNOTATED AS MANDATORY * 3. DO NOT ENTER ANY INFORMATION FOR THE TWO FIELDS UNDER “EXISTING

VENDORS ONLY”. 4. PLEASE NOTE, THE DISTRICT DOES NOT MAINTAIN OR HAVE KNOWLEDGE

OF USER IDS AND PASSWORDS.

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 STEP 2

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 ** (NOTE: COMPANY INFORMATION MUST MATCH W9 FORM) ** 1. DOING BUSINESS AS: ENTER NAME OF COMPANY IF NOT THE SAME AS

“NAME” NOTED ABOVE 2. GEOGRAPHIC: DO NOT ENTER AS DROP DOWN BOX IS UNAVAILABLE AT THIS

TIME. 3. SEND REMITTANCES TO THE ABOVE NAME AND ADDRESS – IF REMIT

ADDRESS IS SAME, PLEASE CHECK BOX 4. E-MAIL: THE EMAIL ADDRESS ENTERED HERE WILL RECEIVE AN EMAIL FROM

THE DISTRICT CONTAINING THEIR VENDOR NUMBER 5. VENDOR TYPE - SELECT VENDOR 6. MINORITY BUSINESS ENTITY (MBE) – CHECK AND COMPLETE IF APPLICABLE.

GENDER AND ETHNICITY FIELDS- DO NOT ENTER AS DROP DOWN BOX IS UNAVAILABLE AT THIS TIME.

7. FID/SSN CANNOT BE CHANGED ONCE VENDOR IS “ACTIVATED” 8. DISCOUNT PERCENTAGE & DAYS TO DISCOUNT (NOTE: APPLY TO PAYMENT

TERMS)– IF ADDITIONAL DISCOUNT (IE – NET 10% IF PAID IN 15 DAYS), VENDOR MUST ANNOTATE ACCORDINGLY

9. NET TERMS (NOTE: APPLY TO PAYMENT TERMS) ARE ALWAYS THIRTY (30) DAYS, UNLESS DISCOUNT IS PROPOSED AND ACCEPTED

10. PREFERRED PAYABLES AND PURCHASING DELIVERY METHODS- PURCHASING DOES NOT SEND INFORMATION VIA MAIL. PLEASE DO NOT MARK “MAIL”.

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 STEP 3

1. ENTER REMIT TO ADDRESS

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 STEP 4

1. ENTER CONTACT PERSONS

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 STEP 5

1. CONFIRM ALL INFORMATION IS “CORRECT” 2. IF YES, CLICK ON “REGISTER”, 3. IF NO, PLEASE CLICK APPROPRIATE “CHANGE”, CORRECT, AND REGISTER

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 ENTRY OF YOUR COMPANY INFORMATION IS COMPLETE.

WITHIN AN HOUR YOU WILL RECEIVE AN EMAIL CONTAINING YOUR VENDOR NUMBER. YOUR VENDOR NUMBER WILL BE YOUR LOGIN TO COMPLETE THE REQUIRED FORMS. YOUR REGISTRATION IS NOT COMPLETE UNTIL ALL FORMS HAVE BEEN SUBMITTED. FORMS CAN BE FOUND ON PURCHASING WEBSITE UNDER “VENDOR SELF SERVICE – VENDORS”. ALL REGISTRATION SUBMITTALS NOT COMPLETED WITHIN THREE (3) MONTHS WILL BE DELETED.

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 VENDOR REQUIRED FORMS Must complete the following forms: **Please Note: Login using your Vendor Number ** W-9, Request for Taxpayer Identification Number and Certification Suspension / Debarment – Federal Law and OMB Circulars Senate Bill 9 – Texas Education Code, Chapter 22 - Background checks for Education Conflict of Interest Questionnaire, House Bill 1491 Felony Conviction Notification, State of Texas Legislative Senate Bill No. 1, Section

44.034, Notification of Criminal History. ================================================================== PURCHASE ORDER TERMS & CONDITIONS All vendors partnering with Ysleta ISD for goods/services are required to meet Federal, Texas, El Paso City & County, and District policies and laws. This is to insure the legality of the transaction. District policies can be located at www.yisd.net. Vendor Notes: No changes, substitutions or price increases are permitted. The District is not responsible for goods delivered or work done without a written

purchase order. The “purchase order number” must appear on all invoices, packages, and delivery

tickets. All shipments are to be made FOB destination. All applicable discounts allowed as a result of an order must be shown on the invoice. The District is exempt from all federal, state and local taxes. Terms Net 30. ================================================================== PURCHASE ORDER TERMS & CONDITIONS AFTER (with award of business) If a vendor contract is utilized, District exhibit “A” (see below) will be automatically included as part of the terms & conditions. ================================================================== TRAVEL REIMBURSEMENT: Guidelines for Reimbursable Costs In order to be reimbursed, an original receipt must be provided to accounting. The

District will pay GSA rates. Located at www.gsa.gov ================================================================== For questions contact Purchasing

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285

PURCHASE ORDER TERMS AND CONDITIONS (with award of business)

Absent a definitive, mutually-signed, written agreement between Ysleta Independent School District (“YISD”) and the person/entity identified as the Vendor/vendor (the “Vendor”) on the purchase order from YISD to Vendor at issue (the “Purchase Order”), these Terms and Conditions shall govern the transaction involving the provision by Vendor to YISD of the goods and/or services identified on the Purchase Order (the “Goods and Services”) and will supersede all other terms and conditions expressed or implied by the Vendor. Acceptance of the Purchase Order, whether express or implied [including without limitation by YISD’s receipt of Vendor’s acknowledgment showing a delivery date or Vendor’s commencement of provision of the Goods and Services] shall constitute acceptance of these Terms and Conditions. 1. The Purchase Order and these Terms and Conditions (collectively, “this Agreement”)

control over any inconsistent or contrary provision in any invoice, quote, response, bid, or other document from Vendor, regardless of any reference thereto in this Agreement. Any alteration to this Agreement shall not be binding upon YISD, unless expressly done so in a supplemental or amended Purchase Order or in another writing signed by an authorized agent of YISD. YISD reserves the right to acquire from Vendor additional Goods and Services, if needed, at a unit price no greater than that stated in the Purchase Order, by means of a supplemental or amended Purchase Order. In the event a supplemental or amended Purchase Order would alter the price, delivery time, or other material aspects of the Goods and Services, upon receipt thereof, Vendor shall immediately inform YISD in writing of the same.

2. Vendor shall devote its good faith, best efforts in provision of the Goods and Services. Vendor represents, covenants, and warrants that it has and will retain sufficient financial condition, working capital, experience, expertise, personnel, licenses, and authority to provide the Goods and Services, that it has and will comply with the Business Ethics Policy of YISD, that it will provide the Goods and Services with reasonable care and skill and in a good and workmanlike manner, in compliance with all written and oral rules, procedures, standards, and specifications of YISD, and in compliance with all applicable laws, and that Goods and Services are and will be merchantable, free and clear of claims and encumbrances, fit for their intended purpose, conforming to the requested specifications as well as the requirements of YISD’s Bidding Terms and Conditions, and otherwise at least minimally consistent with industry standards. YISD reserves the right to use its own staff or third parties to provide goods and services similar to the Goods and Services. YISD does not guarantee or promise that it will request by Purchase Orders or otherwise the provision of any or any particular level of Goods and Services from Vendor. No review, consent, or approval by YISD of any documents prepared by Vendor shall constitute a

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 representation or warranty by YISD of the legality, suitability, or quality of the same or content thereof.

3. YISD may terminate or suspend this Agreement at any time in its discretion in the

following circumstances: (a) Vendor’s failure to timely provide conforming Goods and Services; (b) material breach of this Agreement by the Vendor; or (b) Vendor becomes insolvent, files or has filed against it a petition in bankruptcy, proposes or accomplishes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors; (ii) if a receiver, trustee, custodian, or similar agent is appointed or takes possession of any property or business of Vendor; (iii) at the expiration of each YISD budget period occurring during the term of this Agreement or otherwise in event of non-appropriation by YISD of funds for this Agreement; or (iv) with or without cause upon thirty days prior written notice from YISD to Vendor.

4. Payment for the Goods and Services shall be made no sooner than “net 30 days” after

YISD’s receipt of the invoice for the same c/o its Purchasing Department. Separate invoices must be rendered indicating the Purchase Order number and a detailed description of the particular Goods and Services included in such invoice, and the final invoice must be conspicuously marked “final and complete”. Prices for the Goods and Services shall be firm for one year. All prices for the Goods and Services shall be F.O.B., YISD’s designated destination. YISD is exempt from taxes, and Vendor shall not include any taxes in any invoice or other charge. In the event of early termination of the Agreement for any reason, the total compensation which may be claimed by Vendor under this Agreement shall be limited [subject to other limitations in this Agreement or applicable law] to the payment for the conforming Goods and Services timely provided by the date of termination. Vendor shall not be entitled to receive payments or amounts under the Agreement in excess of the amounts appropriated for the then-current budget period of YISD. The maximum interest rate on any past due payments by YISD to Vendor shall be limited to the rate provided by Section 2251.025 of the Texas Government Code or its successor. YISD may withhold all or part of the prices as retainage or off-set, to the extent required by applicable law, as provided herein, or pending proper completion of the Goods and Services represented thereby.

5. Vendor shall provide the Goods and Services to YISD during normal working hours

on school days, except as otherwise stated in the Purchase Order or by YISD. Vendor shall be responsible for all expenses, taxes, shipping charges, transportation, lodging, and costs of any kind relating to provision of the Goods and Services. Vendor will package Goods in accordance with good commercial practice, to secure reasonably low transportation costs, to conform to requirements of common carriers and any specifications of YISD, and with a packing list. Each shipping container must clearly and permanently show YISD’s name, address, purchase order and bid number,

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 container number and number of total containers [e.g.- box 1 of 4 boxes], and the container number of the container bearing the packaging slip. YISD’s count or weight shall be final and conclusive if a shipment is not accompanied by a packing list. With respect to any Goods, Vendor shall provide transportation to the designated destination, unload and move such Goods to the location thereat identified by YISD, complete assembly and make-ready the Goods, and confirm required functionality of the Goods. Any Goods shall be delivered along with any Material Safety Data Sheets, manuals, instructions, and other materials reasonably required by YISD. Vendor shall keep YISD advised of the status of the provision of the Goods and Services, including without limitation any expected delays, defects, or deficiencies. The risk of loss shall remain on Vendor until acceptance of the Goods and Services by YISD. Vendor is not authorized to ship any Goods under reservation, and no tender of a bill of lading or similar document shall operate as a tender of the Goods. YISD shall be entitled to reasonably inspect any Goods before acceptance thereof.

6. Pursuant to this Agreement, Vendor may have access to certain proprietary

information belonging to YISD and information designated as confidential by YISD or not generally known by non-YISD personnel (collectively, the "Confidential Information"). During the term of this Agreement and at all times thereafter, Vendor shall not, without the prior written consent of YISD, do any of the following, directly or indirectly: (a) use any of the Confidential Information for Vendor's own purposes or for the purposes of any person or entity other than YISD; and/or (b) disclose any of the Confidential Information to any third party, except as reasonably and in good faith required in connection with performance of this Agreement by Vendor. Vendor further shall take all steps necessary to prevent disclosure of Confidential Information by any other person or entity, during the term of this Agreement and at all times thereafter, without the prior written consent of YISD. All data, disks, lists, financial records, other records, documents, property, information, specifications, and materials of YISD relating to the Goods and Services provided to Vendor during the term of this Agreement, as well as all copies thereof (collectively the "Materials"), shall be and remain the sole and exclusive property of YISD. None of the Materials shall be retained by Vendor, or shall be transmitted to anyone at any time, either now or in the future, except as reasonably and in good faith required in connection with performance of this Agreement by Vendor. Upon termination of this Agreement, or upon request by YISD, Vendor shall promptly return the Materials to YISD. The Materials are included within the definition of Confidential Information. To the extent any original writing, sound recording, pictorial or graphical representation, photograph, picture, computer program, supporting data, or work of any similar nature, or any discovery or invention, is created, prepared, generated, presented, or distributed in whole or part in connection with the provision of the Goods and Services by Vendor (collectively,

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 the “Work”), then YISD shall have an irrevocable, non-exclusive license to use, copy, modify, and distribute the same within the YISD organization.

7. This Agreement does not constitute a joint venture or partnership of any kind between

the parties hereto. In addition, the parties expressly understand and agree that the Goods and Services are and shall be considered independent contractor work performed by Vendor, using Vendor's own talents, contacts, tools, vehicles, and equipment, and that nothing in this Agreement in any way creates an express or implied contract of employment between YISD and Vendor. Vendor is not and shall not be an employee of YISD for any purpose.

8. Vendor agrees to indemnify, defend, and hold-harmless YISD and its trustees,

officers, employees, successors, and assigns, from and against, and further releases and waives against such indemnified persons and entities, any and all claims, causes of action, liability, expenses, attorneys fees, expenses, costs, injuries, damages, harm, or other loss, regardless of any negligent conduct of any such indemnified persons, to the proportional extent arising from any breach of the Agreement by Vendor, from the provision of the Goods and Services, or from any acts or omissions of Vendor or its agents, representatives, subcontractors, suppliers, officers, employees, owners, successors, or assigns. YISD reserves, and does not waive, its rights of sovereign immunity and similar rights and its rights under the Texas Tort Claims Act. Vendor represents and warrants to YISD that it has and will have commercial general liability, automobile liability, and workers compensation insurance with such coverages and minimum limits meeting minimum legal requirements, consistent with prudent and reasonable business practice, and otherwise reasonably sufficient to cover any claims of any kind which may foreseeably result in whole or part from provision of the Goods and Services.

9. Without the prior written consent of the other party, no party shall have right or power

to assign this Agreement in whole or in part, or to delegate or sub-contract any duties or obligations hereunder in whole or part. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND IS PERFORMABLE IN EL PASO COUNTY, TEXAS. This Agreement, and every provision thereof, shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Wherever the context shall require, the singular shall include the plural, and the male gender shall include the female gender and the neuter, and vice versa. In the event YISD brings an action to enforce or interpret any provision of this Agreement, YISD, if the prevailing party, will be entitled to recover its costs and expenses including, without limitation, reasonable attorney's fees, costs, and necessary disbursements, in addition to any other relief to which YISD shall be entitled to receive. No consent or waiver,

PURCHASING

9600 Sims Drive • El Paso, Texas 79925 • 915-434-0285 express or implied, by a party to or for any breach of any provision hereunder by the other party shall be deemed a consent or waiver to or for any other breach of the same provision or any other provision hereunder. Wherever the context shall require, the singular shall include the plural, and the male gender shall include the female gender and the neuter, and vice versa. Any provision, or part thereof, of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision, or part thereof, so held to be invalid or unenforceable. Time is of the essence with respect to Vendor’s obligations under this Agreement. Records relating to this Agreement, and the underlying procurement process, may be subject to disclosure pursuant to the Texas Public Information Act f/k/a Open Records Act, Section 552.001 et. seq. of the Texas Government Code. THIS AGREEMENT IS THE FINAL, COMPLETE, AND ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE GOODS AND SERVICES AND SUPERSEDES ALL PRIOR COMMUNICATIONS, ORAL OR WRITTEN, BETWEEN THE PARTIES.